We are pleased to present our Year-End Tool Kit, which is intended to assist you in preparing for the upcoming annual reporting and proxy season. Our annual Tool Kit includes updated D&O Questionnaires, executive compensation materials and detailed calendars covering reporting and compliance deadlines — all of which are free to download from our site. Goodwin’s Year-End Tool Kit D&O Questionnaire is also available on Nasdaq Governance Solutions’ EnGauge platform, the only solution by a market leader that provides a digital director and officer questionnaire prepared with a major law firm.
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 include:
- Revisions to better reflect issues that may affect determinations of director independence by public company boards in light of certain SEC enforcement developments during 2024;
- Revisions to clarify the scope of the questions that relate to pledges of the company’s securities by directors and executive officers in light of SEC enforcement developments during 2024; and
- Additional questions relating to the adoption, modification or termination of certain trading plans and arrangements by the company’s directors and officers in light of the SEC’s disclosure requirements regarding these matters.
We hope that our Year-End Tool Kit resources will be helpful to you as you prepare for the upcoming annual reporting and proxy season.
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