Year-End Tool Kit

The documents below have been prepared to assist Nasdaq-listed companies with 2019 year-end reporting and 2020 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)*

Nasdaq Director Independence and Audit/Compensation Committee Matters Questionnaire

Form 5 and Section 16 Reporting Director and Officer Questionnaire

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

The checklists and Goodwin client alerts below summarize SEC disclosure requirements for Form 10-K annual reports, proxy statements and Form 10-Q quarterly reports, including significant changes in SEC reporting requirements that became effective in 2019. The checklists 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.

Inline XBRL Interpretations Issued by SEC Staff

SEC Form Changes – April 2019

ALERT: Disclosure Simplification, Round Two: A Deep Dive into the SEC’s New Amendments

Form 10-K Checklist and Responsibilities Table (coming soon)

Proxy Statement Checklist and Responsibilities Table (coming soon)

Form 10-Q Checklist and Responsibilities Table (coming soon)

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