Last Updated: July 24, 2023
2022-2023 Year-End Tool Kit – Updates, Changes and New Resources
The following documents have been recently updated or added:
1. Form 10-Q Form Check (updated July 21, 2023)
2. Pay Versus Performance Compensation Worksheets (added February 14, 2023)
3. Executive Compensation Worksheets (updated February 14, 2023)
4. Director and Officer Questionnaire (updated February 6, 2023)
5. Form 10-K Form Check (updated January 27, 2023)
6. Nasdaq Director Independence, Audit Committee and Compensation Committee Questionnaire (updated January 26, 2023)
For year-end 2022 reporting and 2023 annual meetings, we have made widespread updates to the general Director and Officer Questionnaire and the Director Independence and Audit/Compensation Committee Matters Questionnaires for both Nasdaq-listed and NYSE-listed companies. The most noticeable changes involve revising the sections covering director diversity to improve how the questionnaires deal with the requirements of the Nasdaq rules and California laws that relate to director diversity. The diversity section has also been moved from the general questionnaire to the Nasdaq and NYSE Director Independence and Audit/Compensation Committee Matters Questionnaire.
2022 was also a significant year for new disclosure rulemaking by the US Securities and Exchange Commission (SEC). Most notably, the SEC adopted new final rules that will require new pay versus performance disclosure in 2023 proxy statements. The SEC also adopted final rules that will require the NYSE and Nasdaq to adopt listing standards under which listed companies will need to adopt and implement new clawback policies. In addition, companies will need to provide new disclosure about their clawback policies and any clawbacks that occur under these policies. It is possible that companies will need to comply with the new listing standards and disclosure rules in early 2024. The SEC also proposed significant new rules on climate risk, cybersecurity risk and amendments to Rule 10b5-1 and related insider trading rules, which may be adopted in final form during 2023. We will be posting additional tools and resources later this year to assist public companies with these current and pending disclosure and compliance changes.
We look forward to sharing more dynamic updates with you in 2023.
We had a lot of positive response to the D&O process this year. This tool is awesome! The product was so much better than any we have used in the past. Keeping things simple is key for these busy execs.GC of a NASDAQ-Listed Company
The documents below have been prepared to assist Nasdaq-listed companies with 2022 year-end reporting and 2023 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.
The documents below have been prepared to assist NYSE-listed companies with 2022 year-end reporting and 2023 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.
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.
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.
These worksheets are intended to assist companies with preparation and review of executive compensation disclosure required in proxy statements. There are two versions: one for Smaller Reporting Companies (SRCs) and Emerging Growth Companies (EGCs), and another for all other companies. For 2023, the new pay versus performance disclosure is covered in updates that are separate from the worksheets that cover other executive compensation disclosure.
Pay Versus Performance Disclosure Worksheet – Regulation S-K, Item 402(v) (Acrobat)
Pay Versus Performance Disclosure Worksheet – Regulation S-K, Item 402(v) (Word)
Executive Compensation Worksheet (Acrobat)
Executive Compensation Worksheet (Word)
SRC and EGC Pay Versus Performance Worksheet – Regulation S-K, Item 402(v) (Acrobat)
SRC and EGC Pay Versus Performance Worksheet – Regulation S-K, Item 402(v) (Word)
SRC and EGC Executive Compensation Worksheet (Acrobat)
SRC and EGC Executive Compensation Worksheet (Word)
Nasdaq Governance Solutions has partnered with Goodwin to build Goodwin’s Year-End Tool Kit into the Nasdaq EnGauge™ platform. Take advantage of the only pre-built Directors’ and Officers’ (D&O) Questionnaire form on the market that has been prepared in cooperation with a major law firm.
What Is NASDAQ EnGauge™?
The Nasdaq EnGauge™ platform delivers board engagement services, including Directors’ & Officers’ 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.
About NASDAQ Governance Solutions
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