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Year-End Tool Kit

Making year-end reporting and annual meetings easier for public companies

Form 10-Q Form Check Available

April 9, 2025

We have posted the Goodwin form check for first quarter Form 10-Q reports under "2024-2025 Form Checks" below.

PROXY STATEMENT FORM CHECK AND UPDATED FORM 10-K FORM CHECK AVAILABLE

February 20, 2025

We have posted the Goodwin form check for 2025 proxy statements under "2024-2025 Form Checks" below.  We have also posted a revised version of the Form 10-K form check that has been updated to reflect some of the changes in the 2025 proxy statement form check.

Fifth Circuit Vacates SEC Approval of Nasdaq Board Diversity Rules

December 18, 2024

As described below, on December 11, 2024, the U.S. Fifth Circuit Court of Appeals struck down the diversity rules adopted by The Nasdaq Stock Market, which the U.S. Securities and Exchange Commission had approved in 2021. We have described this decision and the impacts of this decision on the 2025 proxy season for Nasdaq-listed companies in our client alert published on December 16, 2024.

We have updated the Nasdaq Director Independence and Audit/Compensation Committee Matters Questionnaire that is posted below under “Nasdaq Companies.” The updated version reflects the fact that the Nasdaq diversity rules are no longer in effect, and provides a sample question on director self-identification for the gender and demographic categories that Nasdaq-listed companies had been required to disclose in the Nasdaq board diversity matrix in their 2024 proxy and information statements. As discussed in our client alert and in the instructions in the Nasdaq Director Independence and Audit/Compensation Committee Matters Questionnaire, the Nasdaq diversity rules no longer require any disclosure about board diversity. Under Nasdaq and SEC rules, this disclosure is now voluntary, and companies can modify the portions of that questionnaire that relate to board diversity as appropriate to reflect their decisions about board diversity and disclosure of board diversity.

December 12, 2024

In an en banc decision filed on December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit) vacated the 2021 approval by the U.S. Securities and Exchange Commission (SEC) of three rules adopted by The Nasdaq Stock Exchange (Nasdaq) that required standardized disclosure about board diversity by Nasdaq-listed companies and encouraged these companies to have at least a specified minimum number of directors who satisfied specified criteria for gender, racial or ethnic diversity.

The en banc decision overturned an earlier decision by a three-judge panel of the Fifth Circuit that upheld the SEC’s approval. Nasdaq, which filed a brief as an intervenor supporting the SEC’s approval, announced yesterday evening that it would not seek an appeal of the decision. An SEC spokesperson was quoted as saying that the SEC is “reviewing the decision and will determine next steps as appropriate.”

2025 Proxy Season and Related Impacts

Proxy and Information Statements: Among other results, the Fifth Circuit decision will require Nasdaq-listed companies to review and, in many cases revise, disclosure in their proxy and information statements about board diversity and director selection/nomination policies and practices. Because the Nasdaq diversity rules will no longer apply to proxy and information statements filed by Nasdaq-listed companies, the Nasdaq diversity matrix will no longer be required. Further, Nasdaq rules will no longer require that companies either have a specified number of diverse directors or explain why they do not. Companies can still voluntarily disclose information about the diversity of directors, and it is likely that many will do so, in response to pressure from institutional investors, investment advisors and others.

Director and Officer Questionnaires: Director and Officer questionnaires used by Nasdaq-listed companies are likely to require revisions, regardless of how a company chooses to handle board diversity matters going forward. At a minimum, director and officer questionnaires used by Nasdaq-listed companies should be revised to eliminate any statements that questions related to director diversity are required to support the diversity disclosure and director diversity requirements of Nasdaq rules. Beyond that minimum, companies will need to evaluate how they will handle the disclosure previously required by the Nasdaq diversity rules and revise the director and officer questionnaire accordingly. We will in the near future post a revised version of the Goodwin Director Independence, Audit Committee and Compensation Committee Matters Questionnaire for Nasdaq Companies questionnaire that will reflect the Fifth Circuit decision.

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; worksheets to assist with pay versus performance disclosure and other executive compensation disclosure in 2025 proxy statements, with separate versions for smaller reporting companies and other companies; and calendars covering reporting and compliance deadlines. The updated 2024-2025 versions of these Year-End Tool Kit documents have been posted and can be downloaded below. We will be posting form checks for 2024 Form 10-K reports and 2025 proxy statements in coming weeks. Subscribe to our mailing list to be notified when these have been posted.

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 2024-2025 Tool Kit?

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 are highlighted below.

We have revised the Nasdaq Director Independence and Audit/Compensation Committee Matters Questionnaire and the NYSE Director Independence and Audit/Compensation Committee Matters Questionnaire to better reflect issues that may affect determinations of director independence by public company boards in light of certain developments in SEC enforcement activities during 2024.

We have also revised the Nasdaq and NYSE Director Independence and Audit/Compensation Committee Matters Questionnaires to clarify the scope of the questions that relate to pledges of the company's securities by directors and executive officers. These changes also reflect SEC enforcement developments during 2024.

To support company disclosure controls and procedures related to disclosure of the adoption, modification or termination of certain trading plans and arrangements by the company’s directors and officers, the general Director and Officer Questionnaire includes questions about these actions in "Section E, Trading Plans and Arrangements Involving Company Securities." Form 10-K requires this disclosure only for the company's fourth fiscal quarter; disclosure for each of the first three fiscal quarters is required in the Form 10-Q reports for the respective quarter. In order to support the disclosure that was included in the company's Form 10-Q reports for the preceding three fiscal quarters, this section has been revised to include retrospective confirmation of any disclosable actions that occurred during the preceding three quarters. Please note that Form 10-K and SEC rules would not permit a company to correct any errors in this disclosure that may have been contained in these Form 10-Q reports by amending or updating that disclosure in the Form 10-K report. Companies that encounter questions about this disclosure in a Form 10-Q report for one of the preceding three quarters of the fiscal year should discuss these questions with disclosure counsel.

Goodwin’s Year-End Tool Kit for 2024-2025

Click below to access questionnaires, forms, checklists, calendars, and other resources.

The documents below have been prepared to assist Nasdaq-listed companies with 2024 year-end reporting and 2025 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 2024 year-end reporting and 2025 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

Form 10-Q (Fiscal Quarter Ended March 31, 2025) (Acrobat)
Form 10-Q (Fiscal Quarter Ended March 31, 2025) (Word)

Form 10-K (Fiscal Year Ended December 31, 2024) (Acrobat)
Form 10-K (Fiscal Year Ended December 31, 2024) (Word)

Definitive Proxy Statement (2025 Annual Meetings) (Acrobat)
Definitive Proxy Statement (2025 Annual Meetings) (Word)

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.

Public Company Annual Timetable (Acrobat)
Public Company Annual Timetable (Word)

SEC Filing Deadlines and Holiday Calendar – 2025 (Acrobat)
SEC Filing Deadlines and Holiday Calendar – 2025 (Word)

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 (Acrobat)
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 directors’ and officers’ (D&O) questionnaires in Goodwin’s Year-End Tool Kits are also offered on the Nasdaq Questionnaire platform. Nasdaq’s Questionnaire platform is purpose built to save your executives and board of directors time in completing these questionnaires, and to save administrative time preparing and administering the annual process. In addition, Nasdaq’s industry leading reporting functionality helps minimize the risk of costly errors and omissions.

What Is Nasdaq Questionnaires?

Nasdaq's advanced questionnaire software helps companies meet their global compliance and governance requirements by streamlining the process of collecting and reporting necessary information from disparate parties. The platform enables the efficient management of all types of compliance-related questionnaires, including those for directors and officers, conflicts of interest, related parties, and fitness of purpose. It provides a customizable, security-forward, and easy-to-navigate experience that is accessible from any connected device. The platform is equipped with intuitive management tools, sophisticated reporting capabilities, and automated processes that significantly reduce time and costs, and reduce the risks associated with missed disclosure obligations.

Learn more about Nasdaq Questionnaires

About Nasdaq Governance Solutions

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