TheCorporateCounsel.net

We have many interesting topics on the agenda for our “Proxy Disclosure & 21st Annual Executive Compensation Conferences” next week – including color commentary about updated disclosure requirements that will apply for 2025, and what you need to do now to prepare. This Covington memo summarizes what will be new next year for calendar-year companies. At a very high level:

– File your insider trading policies and procedures as exhibits to Form 10-K

– Discuss your insider trading policies and procedures in your Form 10-K (or incorporated proxy)

– Provide narrative and tabular disclosure about the timing of stock options and option-like instruments in close proximity to disclosures of MNPI

The memo also recaps the many changes that became effective during 2024 – which of course we’ll need to continue to comply with going forward – as well as guidance on cyber incident reporting, universal proxy rules, pay-versus-performance, and XBRL tagging.

In case you forgot, the SEC’s climate disclosure rules were also adopted – and stayed – earlier this year. The memo recommends that companies keep thinking about how their disclosure controls and procedures may need to change if the rules do go into effect.

– Liz Dunshee