June 8, 2023
Dodd-Frank Clawbacks: Nasdaq Extends Effective Date!
Following up on the NYSE amendment that I blogged about yesterday, Nasdaq has now also posted an amendment to its Dodd-Frank clawback listing standard proposal. Just like the NYSE amendment, the amendment that Nasdaq has proposed would set an October 2nd effective date and a December 1st compliance date (60 days after the effective date). As amended, the proposed listing standard would say:
Effective Date. Each Company is required to (i) adopt a policy governing the recovery of erroneously awarded compensation as required by this rule no later than 60 days following October 2, 2023, (ii) comply with its recovery policy for all incentive-based compensation received (as such term is defined in Rule 5608(d)) by executive officers on or after October 2, 2023, and (iii) provide the disclosures required by this rule and in the applicable Commission filings on or after October 2, 2023. Notwithstanding the look-back requirement in Rule 5608(b)(1)(i)(D), a Company is only required to apply the recovery policy to incentive-based compensation received on or after October 2, 2023.
That’s the only change that Nasdaq has proposed, and it comes as welcome news! We’ll stay tuned for the SEC notice of these amendments.
– Liz Dunshee