Securities Regulation and Corporate Governance Monitor

Topic: Corporate Governance

Form 10-Q Updates and Reminders

| Posted by Michael A. Titera; Ronald O. Mueller; Thomas J. Kim; Lori Zyskowski; Elizabeth A. Ising; James J. Moloney; Julia Lapitskaya; Aaron K. Briggs Topic(s): Corporate Governance; Disclosure; Securities Regulation

As many companies prepare their quarterly reports on Form 10-Q for the quarter ended June 30, 2023, we offer the following observations and reminders regarding new disclosure requirements taking effect for this reporting period, as well as risk factor considerations that may be relevant to upcoming Form 10-Q reporting.  For convenience, this publication also includes a summary of certain upcoming compliance dates for public companies.

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Data Verification Period for New ISS Environmental & Social Disclosure QualityScore Questions Open from July 10 until July 21, 2023; Companies Should Log On Soon and Validate Their Information

| Posted by Lori Zyskowski; Ronald O. Mueller Topic(s): Corporate Governance; Disclosure; Environmental/Climate Change; ESG; Human Capital Management

A data verification period for Institutional Shareholder Services’ (ISS) new Environmental & Social Disclosure Quality Score questions opened for companies on July 10, 2023 and will remain open until July 21, 2023.  The data verification process reflects a comprehensive update to ISS’s Environmental & Social Disclosure QualityScore scoring methodology, which ISS previewed in April 2023 and elaborated on in a June 2023 announcement.     

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Updated Summary of Director Education Opportunities Now Available

| Posted by Hillary H. Holmes; Lori Zyskowski; Ronald O. Mueller; Elizabeth A. Ising Topic(s): Audit Committee; Corporate Governance; ESG; IPOs; Securities Regulation; Shareholder Proposals

​Gibson Dunn’s summary of director education opportunities has been updated as of July 2023. A copy is available at this link. Boards of Directors of public and private companies find this a useful resource as they look for high quality education opportunities.  

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New Vote Reporting Disclosures Required on Form N-PX – Vote Reports Now Extend to All 13F Filers – No Longer Limited to Registered Funds

| Posted by James J. Moloney; Andrew L. Fabens Topic(s): Capital Markets; Corporate Governance; Disclosure; Investment Act/Investment Advisors Act; Securities Regulation

​In November 2022, the Securities and Exchange Commission (“SEC”) adopted amended rules that update the existing reporting requirements on Form N‑PX and create new Form N‑PX reporting requirements for institutional investment managers.[1]  The purpose of these amendments is to increase transparency surrounding proxy voting records.  Prior to the adoption of this new rule, registered investment management companies (“Funds”), such as mutual funds and exchange traded funds, were required to publicly report their annual proxy voting records on Form N‑PX.

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NYSE and Nasdaq Allow More Time for Companies to Adopt Rule 10D-1 Clawback Policies: What to Do Now

| Posted by Ronald O. Mueller Topic(s): Compensation Committee; Corporate Governance; Dodd Frank; Executive Compensation; Financial Statements; Proxy Statements and Annual Meetings; Securities Regulation

This week, both the New York Stock Exchange (“NYSE”) and The Nasdaq Stock Market (“Nasdaq”, and together with NYSE, the “Exchanges”) filed amendments with the Securities and Exchange Commission (“SEC”) to provide a delayed effective date for the Exchanges’ proposed listing standards requiring listed companies to adopt clawback policies, as mandated by Rule 10D-1 under the Securities and Exchange Act of 1934.

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Division of Corporation Finance Issues Interpretive Guidance on the SEC’s Universal Proxy Rules

| Posted by James J. Moloney; Ronald O. Mueller; Michael A. Titera Topic(s): Corporate Governance; Proxy Access; Proxy Statements and Annual Meetings; Securities Regulation; Shareholder Proposals

On August 31, 2022, the universal proxy rules adopted late last year by the Securities and Exchange Commission (the “SEC") will become effective.  As discussed in our previous client alert, the rules require proxy cards distributed by both public companies and nominating shareholders in contested director elections to include both sides’ director nominees, such that shareholders casting their vote can “mix-and-match" nominees from each of the company’s and the dissident’s slate of director nominees.  

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Now Available: SEC Desktop Calendar for 2023

| Posted by Hillary H. Holmes; Peter Wardle; Justine Robinson; Lori Zyskowski Topic(s): Audit Committee; Capital Markets; Corporate Governance; Disclosure; Financial Statements; IPOs; Proxy Statements and Annual Meetings; Registered Securities Offerings; Registration Statements; Securities Regulation; Underwriters and Agents

To continue assisting US companies with planning for SEC reporting and capital markets transactions into 2023, we offer our annual SEC Desktop Calendar. This calendar provides both the filing deadlines for key SEC reports and the dates on which financial statements in prospectuses and proxy statements must be updated before use (a/k/a financial staleness deadlines).

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