For 2022 Reporting, 2022 Annual Meetings and 2021 Year-End Reporting
Goodwin’s 2021-2022 Year-End Tool Kit is designed to help our public company clients prepare for 2022 quarterly reporting, the 2022 proxy season and annual meetings and 2021 year-end reporting.
NEW: FORM 10-Q, PROXY STATEMENT AND FORM 10-K FORM CHECK TABLES AND RELATED MATERIALS
We are expanding the Year-End Tool Kit to make it an essential resource for public companies throughout the year. We have posted form check tables for Form 10-Q quarterly reports, proxy statements for typical annual meetings and Form 10-K annual reports. Later this year we will post a form check table for Form 20-F annual reports and a director and officer questionnaire for Foreign Private Issuers. You can find these in the 2022 UPDATES section below.
DIRECTOR DIVERSITY UPDATE TO GENERAL DIRECTOR AND OFFICER QUESTIONNAIRE
Includes director diversity questions required for companies that are Nasdaq-listed and/or California-based and optional for companies that are neither Nasdaq-listed nor California-based.
In August 2021 the U.S. Securities and Exchange Commission approved Nasdaq’s board diversity rules that require Nasdaq-listed public companies to disclose the gender and demographic diversity of their directors during 2022. Nasdaq has published the following deadlines for Nasdaq-listed companies:
- if the company files its 2022 proxy statement before August 8, 2022 and does not include the Board Diversity Matrix, the company has until August 8, 2022 to provide the Board Diversity Matrix either (a) on the company’s website or (b) in an amended annual report (such as on Form 10-K or 20-F);
- if the company files its 2022 proxy statement on or after August 8, 2022, it must either include the Board Diversity Matrix in its proxy company statement or post the Board Diversity Matrix on its website within one business day of filing its proxy statement; and
- if the company does not intend to file a proxy statement in 2022, the company has until August 8, 2022 to provide the Board Diversity Matrix on its website.
For additional information, please review our alert on the Nasdaq amendments and the instructions contained in the general Director and Officer Questionnaire. Nasdaq-listed companies should note, among other things, that Nasdaq rules require disclosure of the board diversity matrix in the format specified by Nasdaq rules, without changes. If a company wishes to present supplemental disclosure about director skills, background and other matters, the company must present this information separately (for example, in text or a table below the Nasdaq-format diversity matrix).
In addition, “California-based publicly traded companies” are likely subject to the gender diversity requirements of California Senate Bill 826 and the demographic diversity requirements of Assembly Bill 929. “California based” includes any public company that has outstanding shares listed on a “major United States stock exchange” and shows a California address as the address of its principal executive offices on the cover page of its Annual Report on Form 10-K for that year. The California Secretary of State has published guidance stating that “publicly traded” includes companies with securities listed on the New York Stock Exchange, the Nasdaq Stock Market and NYSE American exchange (formerly known as AMEX or the American Stock Exchange).
Compliance with the Nasdaq and California board diversity requirements can be complex. The information on this website, and other pages linked from this website, are not legal advice and should not be relied on as legal advice. Companies that may be subject to these California laws should consult with a Goodwin lawyer who is admitted in California or other California counsel.
Please note especially that the questions in the general Director and Officer Questionnaire under Section I, “Director Diversity,” are not suitable for (1) foreign private issuers, (2) any company that has its principal executive offices located outside the United States or (3) any other company if the company or any of its directors may be subject to or protected by any legal or regulatory requirements related to the privacy or confidentiality of any personal information of any of the company’s directors in any jurisdiction outside the United States, and should not be used by any of these companies without prior review by qualified legal counsel in each such jurisdiction. If there are questions about the company’s use of any of the questions in Section I, the company should obtain the advice of qualified legal counsel.
The 2021-2022 Year-End Tool Kit contains the following sections:
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.
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