Year-End Tool Kit

For 2016 Year-End Reporting and 2017 Annual Meetings

Goodwin’s 2016-2017 Year-End Tool Kit is designed to help our public company clients prepare for 2016 year-end reporting and the 2017 annual meeting season.

The 2016-2017 Year-End Tool Kit contains the following sections:

  • 2016-2017 Disclosure and Annual Meeting Developments: annual overview and client alerts
  • NYSE Companies: basic director and executive officer questionnaires
  • Nasdaq Companies: basic director and executive officer questionnaires
  • Supplemental Director and Officer Questionnaires: ISS/CII independence, Iran-related activities, Foreign Corrupt Practices Act and “Bad Actor” questionnaires
  • SEC Compensation Disclosure Worksheets: general and Smaller Reporting Company/Emerging Growth Company versions
  • REITs: shareholder demand letter documents
  • Calendars: comprehensive Public Company Annual Timetable and shorter SEC Filing Deadlines and Holiday Calendar
  • Checklists: Checklists for Form 10-K, Form 10-Q and proxy statements

As always, we hope our Year-End Tool Kit makes your year-end reporting and annual meeting preparation more efficient and effective. Please feel free to contact us with any questions.

2016-2017 Disclosure and Annual Meeting Developments

This section contains our annual overview of disclosure-related developments as well as selected Goodwin client alerts for public companies published during 2016.

2016 Disclosure Developments for Public Companies

The client alerts below summarize selected 2016 developments in several areas that may affect 2016 year-end reporting documents and proxy statements for 2017 annual meetings:

2016 Disclosure Developments

Nasdaq Adopts “Golden Leash” Director Compensation Disclosure Requirement (July 18, 2016)

SEC Non-GAAP Guidance: Impact on Earnings Releases, SEC Reports and Other Disclosures (June 20, 2016)

SEC Issues Important Non-GAAP Interpretations (May 19, 2016)

SEC Adopts Rules Implementing Forward Incorporation in Form S-1 and Streamlined Financial Statement Requirements for Emerging Growth Companies (January 19, 2016)

Proxy Access and Corporate Governance

New SEC No-Action Guidance on Proxy Access Bylaw Amendment Proposals (December 20, 2016)

SEC Staff Reiterates No-Action Position on Proxy Access Amendment Proposals (November 10, 2016)

Update on SEC Proxy Access No-Action Letters (November 2, 2016)

SEC Proposes Rules on Universal Proxy and Voting Options (October 28, 2016)

SEC Releases Additional No-Action Letters on “Substantial Implementation” of Shareholder Proxy Access Proposals (March 22, 2016)

Whistleblower Developments

Update: Another SEC Enforcement Action on Whistleblower Waivers and Releases (August 22, 2016)

SEC Enforcement Expands Scope of Prohibited Provisions in Employment-Related Agreements (August 16, 2016)

ISS Voting Policies

ISS Corporate Governance and Compensation Voting Policies for 2017 (December 1, 2016)

ISS Publishes Proxy Access FAQs (January 8, 2016)

NYSE Companies

The documents below have been prepared to assist NYSE-listed companies with 2016 year-end reporting and 2017 annual meetings. The questionnaires under "Information Gathering Tools" may be supplemented with some or all of the questionnaires in the Supplemental Director and Officer Questionnaires section.

Director and Officer Questionnaire (General) *

Director and Officer Questionnaire–Short Form (General) *

NYSE Director Independence and Audit/Compensation Committee Matters Questionnaire

Form 5 and Section 16 Reporting Director and Officer Questionnaire

*  Please note that the Director and Officer Questionnaires may require revisions depending on the extent to which companies intend to rely on these Questionnaires as part of their controls relating to Auditing Standard 18.

Nasdaq Companies

The documents below have been prepared to assist Nasdaq-listed companies with 2016 year-end reporting and 2017 annual meetings. The questionnaires under "Information Gathering Tools" may be supplemented with some or all of the questionnaires in the Supplemental Director and Officer Questionnaires section.

Information Gathering Tools

Director and Officer Questionnaire (General) *

Director and Officer Questionnaire–Short Form (General) *

Nasdaq Director Independence and Audit/Compensation Committee Matters Questionnaire

Form 5 and Section 16 Reporting Director and Officer Questionnaire

*  Please note that the Director and Officer Questionnaires may require revisions depending on the extent to which companies intend to rely on these Questionnaires as part of their controls relating to Auditing Standard 18.

Supplemental Director and Officer Questionnaires

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

SEC Compensation Disclosure Worksheets

The Executive Compensation Worksheets below can be used in connection with preparation of the executive compensation disclosure required in proxy statements by Item 402 of Regulation S-K. The version for smaller reporting companies and emerging growth companies should be used only by eligible companies that elect to report using the applicable scaled reporting provisions under SEC rules.

Executive Compensation Worksheet

Executive Compensation Worksheet for Smaller Reporting and Emerging Growth Companies

REITs

The documents in this section can be used by real estate investment trusts (REITs) in connection with the requirement that REITs demand ownership information from certain stockholders each year.

Cover Letter for REIT Shareholder Demand Letter Documents

REIT Shareholder Demand Letter

REIT Shareholder Ownership Statement

Treasury Regulation Section 1-857-8

Treasury Regulation Sections 1-857-9 and -10

Calendars

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.

Checklists

The three checklists below summarize SEC disclosure requirements for Form 10-K annual reports, proxy statements and Form 10-Q quarterly reports. They can be used to assign and track responsibility for specific sections of the Form 10-K, proxy statement and Form 10-Q. References to SEC forms, rules and other regulatory materials are included for cases where further information is required.

Form 10-K Checklist and Responsibilities Table

Proxy Statement Checklist and Responsibilities Table

Form 10-Q Checklist and Responsibilities Table

SEC Filing Deadlines and Holiday Calendar

Public Company Annual Timetable