“2023 Annual Reporting and 2024 Proxy Season — Time to Start Preparing” from Arnold & Porter provides an overview of recently adopted SEC rules and recently published SEC staff guidance that will impact companies’ proxy statement and Form 10-K disclosures, as well as potential, expected, or actual forthcoming compliance deadlines, including those associated with Nasdaq’s board diversity disclosure rule.
Bryan Cave Leighton Paisner’s post: “Time to Get Ready for the 2024 Reporting Season” identifies key proxy statement and Form 10-K disclosure, process, and diligence considerations for the 2024 season, including numerous “hot topic” disclosures that have been the focus of recent scrutiny, such as perks, related party transactions, DE&I, climate change, AI, market volatility, and geopolitical developments, with reference to other relevant posts.
“Preparing for the 2024 Reporting Season” from Covington summarizes new SEC rulemaking and XBRL Form 10-K, Form 10-Q, and proxy disclosure requirements for 2024 and 2025 for non-smaller reporting companies, SRCs, and foreign private issuers; recent Rule 10b5-1 C&DIs; and the SEC’s September 2023 illustrative comment letter on XBRL tagging.
Mayer Brown’s “2024 U.S. Proxy and Annual Report Season: It’s Starting Time!” provides an overview of a number of key disclosure and practice considerations for the upcoming proxy and annual report season, including those relating to insider trading, share buyback, cybersecurity risk, and clawback disclosures; executive officer determinations; Form 10-K risk factors; suggested additions to D&O questionnaires, shareholder proposals, E&S matters; and much more.
Weil’s “Preparing for New Form 10-Q and Form 10-K Disclosure Requirements: Upcoming Compliance Dates” homes in on Form 10-Q, 10-K, 8-K, and proxy statement disclosure requirements prompted by the SEC’s Rule 10b5-1 and insider trading, share repurchase, cybersecurity, and clawback policy rules. The Annex includes a summary of the disclosure requirements, rule source, disclosure location, and compliance date, for each of the foregoing new rules.