Goodwin’s Year-End Tool Kit provides resources to help public companies prepare year-end reports and gear up for annual meetings. It includes director and officer (D&O) questionnaires; worksheets to assist with pay versus performance disclosure and other executive compensation disclosure in 2025 proxy statements, with separate versions for smaller reporting companies and other companies; and calendars covering reporting and compliance deadlines. The updated 2024-2025 versions of these Year-End Tool Kit documents have been posted and can be downloaded below. We will be posting form checks for 2024 Form 10-K reports and 2025 proxy statements in coming weeks. Subscribe to our mailing list to be notified when these have been posted.
Through our partnership with Nasdaq Governance Solutions Goodwin’s director and officer questionnaires are also available on the Nasdaq EnGauge platform. Take advantage of the only pre-built D&O questionnaire form on the market that has been prepared in cooperation with a major law firm.
What's New In The 2024-2025 Tool Kit?
Although there have been no changes in SEC rules that would require new disclosure about directors and officers in Form 10-K annual reports for the fiscal year ended December 31, 2024 or proxy statements for 2025 annual meetings, we have revised the D&O questionnaires to reflect some 2024 disclosure developments and improve the utility of the D&O questionnaires. The principal changes are highlighted below.
We have revised the Nasdaq Director Independence and Audit/Compensation Committee Matters Questionnaire and the NYSE Director Independence and Audit/Compensation Committee Matters Questionnaire to better reflect issues that may affect determinations of director independence by public company boards in light of certain developments in SEC enforcement activities during 2024.
We have also revised the Nasdaq and NYSE Director Independence and Audit/Compensation Committee Matters Questionnaires to clarify the scope of the questions that relate to pledges of the company's securities by directors and executive officers. These changes also reflect SEC enforcement developments during 2024.
To support company disclosure controls and procedures related to disclosure of the adoption, modification or termination of certain trading plans and arrangements by the company’s directors and officers, the general Director and Officer Questionnaire includes questions about these actions in "Section E, Trading Plans and Arrangements Involving Company Securities." Form 10-K requires this disclosure only for the company's fourth fiscal quarter; disclosure for each of the first three fiscal quarters is required in the Form 10-Q reports for the respective quarter. In order to support the disclosure that was included in the company's Form 10-Q reports for the preceding three fiscal quarters, this section has been revised to include retrospective confirmation of any disclosable actions that occurred during the preceding three quarters. Please note that Form 10-K and SEC rules would not permit a company to correct any errors in this disclosure that may have been contained in these Form 10-Q reports by amending or updating that disclosure in the Form 10-K report. Companies that encounter questions about this disclosure in a Form 10-Q report for one of the preceding three quarters of the fiscal year should discuss these questions with disclosure counsel.
Goodwin’s Year-End Tool Kit for 2024-2025
Click below to access questionnaires, forms, checklists, calendars, and other resources.
The documents below have been prepared to assist Nasdaq-listed companies with 2024 year-end reporting and 2025 annual meetings. These questionnaires may be supplemented with some or all of the questionnaires in the "Supplemental Director and Officer Questionnaires" section of this site.
Director and Officer Questionnaire
Nasdaq Director Independence and Audit/Compensation Committee Matters Questionnaire
Form 5 and Section 16 Reporting Director and Officer Questionnaire
The documents below have been prepared to assist NYSE-listed companies with 2024 year-end reporting and 2025 annual meetings. These questionnaires may be supplemented with some or all of the questionnaires in the "Supplemental Director and Officer Questionnaires" section of this site.
Director and Officer Questionnaire
NYSE Director Independence and Audit/Compensation Committee Matters Questionnaire
Form 5 and Section 16 Reporting Director and Officer Questionnaire
The questionnaires in this section may be used to supplement the other director and officer questionnaires in the Year-End Tool Kit.
The "ISS and CII Supplemental Director Independence Standards Questionnaire" asks for information necessary to determine whether directors will satisfy ISS and/or CII director independence standards.
The "Iran-Related Activities Supplemental Director and Officer Questionnaire" can be used to gather more detailed information that may be needed to determine whether SEC disclosure is required under the Iran Threat Reduction and Syria Human Rights Act of 2012. It can be used either to follow up on "yes" responses to the related questions in the general "Director and Officer Questionnaire" or to replace the related questions in the general "Director and Officer Questionnaire" (in which case those questions can be deleted).
The "Foreign Corrupt Practices Act Supplemental Director and Officer Questionnaire" addresses compliance and disclosure obligations of companies that may be subject to the Foreign Corrupt Practices Act.
The "Rule 506(d) and 506(e) Supplemental Director and Officer Questionnaire" can be used by companies that expect to engage in an offering under Rule 506(b) or Rule 506(c) during the year. Please note that this questionnaire is intended only for a company’s directors, executive officers and certain other company officers and shareholders, and not for entities (including the company) or distribution participants such as broker-dealers. Depending on the amount of time between when this questionnaire is circulated and when an offering is commenced, the company may need to update this questionnaire at the same time that a corresponding questionnaire is circulated to other persons covered by Rules 506(d) and 506(e).
These questionnaires have been prepared in a format that enables a company to include one or more of the questionnaires as separate, modular additions to packages distributed to some or all of the company's directors and/or officers.
ISS and CII Supplemental Director Independence Standards Questionnaire
Iran-Related Activities Supplemental Director and Officer Questionnaire
Foreign Corrupt Practices Act Supplemental Director and Officer Questionnaire
Rule 506(d) and 506(e) "Bad Actor" Events Supplemental Director and Officer Questionnaire
The "Public Company Annual Timetable" is a detailed compliance calendar that includes many corporate governance, SEC reporting and compliance action items.
The "SEC Filing Deadlines and Holiday Calendar" is a concise guide to key SEC and stock exchange dates for public companies.
Public Company Annual Timetable (Acrobat)
Public Company Annual Timetable (Word)
SEC Filing Deadlines and Holiday Calendar – 2025 (Acrobat)
SEC Filing Deadlines and Holiday Calendar – 2025 (Word)
These worksheets are intended to assist companies with preparation and review of executive compensation disclosures required in proxy statements. There are two versions: one for smaller reporting companies and emerging growth companies, and another for all other companies. Pay versus performance disclosure is covered separately from the worksheets that cover other executive compensation disclosures.
Executive Compensation Worksheet (Acrobat)
Executive Compensation Worksheet (Word)
Executive Compensation Worksheet for Smaller Reporting Companies and Emerging Growth Companies (Acrobat)
Executive Compensation Worksheet for Smaller Reporting Companies and Emerging Growth Companies (Word)
Pay Versus Performance Worksheet (Word)
Pay Versus Performance Worksheet for use only by Smaller Reporting Companies (Acrobat)
Pay Versus Performance Worksheet for use only by Smaller Reporting Companies (Word)
In partnership with Nasdaq Governance Solutions, the directors’ and officers’ (D&O) questionnaires in Goodwin’s Year-End Tool Kits are also offered on the Nasdaq Questionnaire platform. Nasdaq’s Questionnaire platform is purpose built to save your executives and board of directors time in completing these questionnaires, and to save administrative time preparing and administering the annual process. In addition, Nasdaq’s industry leading reporting functionality helps minimize the risk of costly errors and omissions.
What Is Nasdaq Questionnaires?
Nasdaq's advanced questionnaire software helps companies meet their global compliance and governance requirements by streamlining the process of collecting and reporting necessary information from disparate parties. The platform enables the efficient management of all types of compliance-related questionnaires, including those for directors and officers, conflicts of interest, related parties, and fitness of purpose. It provides a customizable, security-forward, and easy-to-navigate experience that is accessible from any connected device. The platform is equipped with intuitive management tools, sophisticated reporting capabilities, and automated processes that significantly reduce time and costs, and reduce the risks associated with missed disclosure obligations.
Learn more about Nasdaq Questionnaires
About Nasdaq Governance Solutions
Your single, trusted partner to meet the evolving needs of boards. Nasdaq Governance Solutions provides a suite of board technologies and advisory services that empower boards and leadership teams worldwide.
Contacts
- /en/people/l/lynn-david
David M. Lynn
Partner - /en/people/n/newell-john
John O. Newell
Counsel