We’ve been talking a lot about Rule 14a-8 shareholder proposals for obvious reasons – but there are also a host of other disclosures to think through for your upcoming proxy statement, which are relevant even if your company doesn’t regularly receive shareholder proposals.

Thankfully, we don’t have to worry about new rule requirements for upcoming proxy statements and Form 10-Ks – no disclosure rules have changed since last year. But as this 31-page Mayer Brown memo observes, shifting SEC priorities and other policy dynamics may affect your disclosures. Compared to this time last year, everything feels different. The memo gives thoughts on how to handle that:

Against the backdrop of heightened macro volatility in 2025, including introduced and threatened tariffs, rapid developments and emerging risks in artificial intelligence (“AI”), and broader political and geopolitical instability, companies should review and recalibrate their approach to disclosures for the upcoming annual report and proxy season with renewed discipline. As we discuss in further detail below, companies should reassess and refine their Form 10‑K disclosures with an emphasis on specificity, materiality, and cross‑document consistency.

In Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), companies should address known trends and uncertainties that are reasonably likely to materially affect liquidity, capital resources, supply chains, pricing, customer demand, or segment performance, making clear the timing, magnitude, and drivers of impacts (e.g., tariff exposure by product or geography, mitigation strategies, and sensitivities). Risk factor drafting should avoid boilerplate and describe company‑specific risks, including tariff‑related trade restrictions and retaliatory measures, regulatory shifts in AI (such as use of generative AI tools and evolving compliance expectations for AI governance), cybersecurity threats, and policy unpredictability affecting environmental, social and governance (“ESG”) matters and diversity, equity and inclusion (“DEI”) initiatives. Companies should also consider whether any of these developments warrants updates to its cautionary language related to forward-looking statements.

Much like in 2025, we expect that a number of high-profile issues will receive attention from investors, companies and other stakeholders during the 2026 proxy season. These issues, including ESG matters and climate-based disclosure, among others, reflect the changing political landscape and highlight the differences between the current SEC administration’s priorities and those of the prior administration.

The memo takes a close look at how these issues (and others) affect various sections in the proxy statement and Form 10-K. It also points out that you should pay extra attention to Item 405 disclosures this year, since the Edgar Next transition may have caused some folks to miss Section 16 deadlines.

– Liz Dunshee