For those getting ready to file their annual report, the SEC has posted the latest version of Form 10-K on its “Forms” page – you can also find a link to the pdf in our “Form 10-K” Practice Area, as well as a downloadable cover page in Word for ease of use.
Many practitioners are taking the inclusion of the Dodd-Frank clawback checkboxes on the Form as confirmation that they are required on filings to be made this spring, and interpreting the SEC’s late-January CDI as guidance that you simply don’t need to mark the boxes. As I blogged on CompensationStandards.com, concerns linger – specifically, that including the checkboxes without marking them is a disclosure in and of itself and could be misleading. We heard informally last week that Corp Fin may issue additional guidance on this point, if it continues to cause consternation. But when it comes to “The Great Checkbox Debate of 2023,” one thing is pretty clear: you’re unlikely to face consequences from the SEC for any sort of perceived foot-fault this year.
– Liz Dunshee