Public Company Advisory Blog

Form 8-K Report on Say-on-Frequency Vote

As the 2023 proxy season draws to a close, Goodwin’s PCAP has prepared a reminder about the Say-on-Frequency Form 8-K Reminder. Many public clients that have held, or will hold, their annual meeting would have submitted a say-on-pay frequency vote to shareholders. Companies generally must disclose the voting results of…

2023 Form 10-K Part III Filing Deadline

If a company’s Form 10-K report for a fiscal year ended December 31 incorporates Part III disclosure by reference from the company’s definitive proxy statement, the company must either file its definitive proxy statement not later than 120 days after the company’s fiscal year end or file a Form 10-K/A…

Form 10-Q Form Check Table

Goodwin’s PCAP has updated our 2023 Form 10-Q Form Check Table for the quarter ended March 31, 2023. In addition to providing a comprehensive form check guide, the first several pages of the document provide an update on selected disclosure developments and trending disclosure topics for Form 10-Qs for the quarter…

Proxy Statement Voting Standards Disclosure

To assist public companies with proxy statement voting standards disclosure we have prepared the following memo. The memo contains sample disclosures that may be useful in preparing proxy statements or in ensuring that proxy statement disclosure is accurate.

Navigating Loss of WKSI Status

A company may potentially lose WKSI status upon filing its Form 10-K or Form 20-F. To assist public companies in addressing this issue, we have prepared the following memo on navigating loss of WKSI status.

Lessons from the First Universal Proxy Contest

We prepared the following Article on lessons from the first universal proxy contest. In the Article we discuss the following three key takeaways: (1)The Activist Obtained A Board Seat; (2) ISS Recommended for One of the Activist’s Nominees; and (3) The Cost of the Proxy Contest for the Activist Was Not Significantly Reduced.

Proxy Statement Form Check

Goodwin’s Public Company Advisory Practice has completed its 2023 Proxy Statement Form Check. We are very excited to provide this tool for use by public companies in preparing their Proxy Statements. The Proxy Statement Form Check discusses recent disclosure developments and is updated for SEC rule changes that have occurred during the past several years. It also includes various practice tips and links to SEC guidance.

Updated Pay for Performance FAQs

We have updated our detailed set of FAQs on the SEC’s new pay versus performance rules in an effort to answer the numerous questions we have received from our public company clients over the last few months.

Form 10-K Form Check

Goodwin’s Public Company Advisory Practice has completed its 2022-2023 Form 10-K Form Check Document for December 31 fiscal year-end companies. We are very excited to provide this tool for use by public companies in preparing their Form 10-Ks. The 10-K Form Check discusses recent disclosure developments and is updated for SEC rule changes that have occurred during the past several years. It also includes various practice tips and links to SEC guidance.

SEC Rulemaking & Corporate Governance Developments

Given the volume of SEC rulemaking and other corporate governance developments, public companies are frequently looking to understand the current state of play. In response, we have prepared the following presentation discussing SEC rulemaking, anticipated timing of such rulemaking, and selected corporate governance developments relevant to public companies.