Updated March 2024
The form checks for Form 10-K annual reports and proxy statements for 2024 annual meetings have been posted below.
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; checklists for Form 10-K, Form 10-Q, and proxy statements; and calendars covering reporting and compliance deadlines — all of which can be downloaded below.
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 2023-2024 Tool Kit?
In late 2022 and in 2023, the SEC adopted several new rules, and amendments to existing rules, that changed the disclosure obligations of public companies. These changes began to affect disclosure requirements in Form 10-Q for the fiscal quarter that ended on June 30, 2023. They will have a significant effect on Form 10-K reports for the fiscal year that ends on December 31, 2023 (to be filed during 2024), and will further affect Form 10-K reports for the fiscal year that ends on December 31, 2024 (to be filed in 2025). The changes will also require new disclosures in 2024 and 2025 proxy and information statements.
Below we highlight the principal updates to the 2023-2024 Goodwin director and officer questionnaires.
Based on developments in the litigation challenging the California laws requiring representation of women and underrepresented minorities on the boards of publicly traded companies with California headquarters, the sections about women and minority representation have been deleted from the “Nasdaq Director Independence and Audit/Compensation Committee Matters Questionnaire” and the “NYSE Director Independence and Audit/Compensation Committee Matters Questionnaire.”
Goodwin’s Year-End Tool Kit for 2023-2024
Click below to access questionnaires, forms, checklists, calendars, and other resources.
The documents below have been prepared to assist Nasdaq-listed companies with 2023 year-end reporting and 2024 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 2023 year-end reporting and 2024 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.
Line by line analysis of SEC requirements for Form 10-K reports, including discussion of "hot topic" disclosure issues for 2023 Form 10-K reports and changes in SEC rules and other disclosure issues that apply to 2023 Form 10-K reports.
2023 Form 10-K Form Check (Word) | (Acrobat)
Proxy Statements - 2024 Annual MeetingsLine by line analysis of SEC requirements for proxy statements, highlighting changes in SEC rules and other disclosure issues that apply to proxy statements for 2024 annual meetings.
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 director and officer questionnaires in Goodwin’s Year-End Tool Kits are also offered on Nasdaq’s EnGauge platform, the only solution by a market leader that provides a digital director and officer questionnaire prepared in cooperation with a major law firm.
What Is NASDAQ EnGauge?
The Nasdaq EnGauge platform delivers board engagement services, including D&O Questionnaires, Compliance Questionnaires, and Board Evaluations. Designed by governance professionals for governance professionals, Nasdaq EnGauge enables boards to take the guesswork out of board performance improvement and streamline data collection with security in mind.
Learn more about NASDAQ EnGauge
About NASDAQ Governance Solutions
Your single, trusted partner to meet the evolving needs of boards. Nasdaq Governance Solutions provides a suite of board technologies that empowers boards and leadership teams worldwide.
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