TheCorporateCounsel.net

I blogged earlier this week on CompensationStandards.com and on this site about whether to include the two new “clawbacks”-related checkboxes on your Form 10-K cover page this year. The Dodd-Frank clawback rules are not yet effective – but the checkboxes are included on the cover page of the updated Form that the SEC has published. There was lingering confusion after Corp Fin’s CDI a couple of weeks ago.

I’ve now heard from a few folks that the Staff has confirmed in informal conversations that you should include the checkboxes (but don’t need to mark them). If you are concerned that a blank checkbox could be misleading, you could add an explanatory note to the effect that the checkboxes are blank pending adoption of the underlying rules.

– Liz Dunshee