The SEC published its Fall 2021 Reg-Flex Agenda. Most notably, in comparison to the Spring agenda, many proposed rules previously tagged with an October 2021 date, including corporate board diversity, climate change disclosure, human capital management disclosure, cybersecurity risk governance (which is listed on the current agenda twice), and Rule 10b5-1 (which is on the SEC’s meeting agenda next week), are associated with a later rulemaking timeframe (either December 2021 or April 2022). In contrast, share repurchase disclosure modernization, which was formerly associated with an April 2022 date, is now tagged with a December 2021 timeframe, which is consistent with its inclusion on next week’s meeting agenda.
Both the reopening of the comment period for the clawback proposal (which the Society commented on here) and the proxy advisor rulemaking (comments due December 27, 2021), which were formerly tagged with an April 2022 date on the Spring agenda, were updated on the current agenda to reflect a December 2021 timeframe.
Certain items that were characterized on the Spring agenda as in the final rule stage – Pay Versus Performance and Rule 144 Holding Period and Form 144 Filings - are now associated with NPRM (Notice of Proposed Rulemaking) comment periods reopening in April 2022.
Rule 14a-8 amendments continue to be associated with an April 2022 rulemaking timeframe, and proxy plumbing remains relegated to the Long-Term Actions agenda.
See our report on the SEC's Spring 2021 rulemaking agenda here. Resources on specific rulemaking topics are available on our practical resources pages.