November 3, 2022
Annual Reporting & Proxy Season: Compliance Checklist
Bryan Cave has recently pulled together a fairly comprehensive checklist of things not to forget about as companies head into the annual reporting & proxy season. The list includes new disclosure and filing requirements, hot disclosure topics, annual governance updates and other matters. This excerpt reviews the new disclosure & filing requirements that companies will need to address this year:
– Universal proxy card requirements are now in effect for most election contests.
– For any director elections, proxy statements must disclose the effect of all voting options, including the effect of a “withhold” vote.
– Companies must also disclose in annual proxy statements the next year’s deadline for a shareholder to provide notice to the company of its director nominees and other information required under Rule 14a-19, the SEC’s election contest rule.
– The new pay-for-performance disclosure requirements will apply to annual proxy statements for companies with fiscal years ending on or after December 16, 2022 – in other words, starting with 2022 calendar year companies.
– Given the complexity of the tabular disclosure and related requirements, companies should begin planning now to address the new requirements for their 2023 annual meetings.
– Companies must now furnish glossy annual reports to the SEC via Edgar in PDF format, effective January 11, 2023.
The blog also reminds companies that if they had their last say-when-on-pay votes in 2017 (e.g., if it was part of the first wave of votes in 2011), then they would need to conduct another vote in 2023.
– John Jenkins