While annual meeting season for calendar year-end companies is heading towards the home stretch, numerous companies are still filing additional proxy materials. We have seen companies file these materials this year in various contexts, including to deal with an adverse voting recommendation from ISS or to provide additional disclosure. One…
When is quantitative disclosure that’s not GAAP considered a non-GAAP financial measure and when is it not? To answer that question requires a brief history lesson on non-GAAP financial measures. Almost 20 years ago, the SEC adopted Regulation G and amendments to Item 10(e) of Regulation S-K. This relatively mundane…
With the adoption of universal proxy under which a dissident shareholder will be required to solicit at least 67% of the company’s shareholders coupled with the fees Broadridge/Mediant charge companies to mail proxy materials to street name holders, the question often arises as to whether public companies are required to…
We wanted to provide two reminders on Form 10-Qs being filed for the quarter ended March 31, 2022. MD&A Amendments Apply. This is the first Form 10-Q report that companies with a December 31 fiscal year end will file that is subject to mandatory compliance with the SEC’s 2020 amendments…
Given all of the positive feedback we have received on our Form 10-K Form Check Table and our Proxy Statement Form Check Table, we decided to make our 2022 Form 10-Q Form Check Table publicly available. The Form 10-Q Form Check Table is updated for SEC rule changes that have occurred and other developments that have taken place during the past several years.
There are several unique securities law issues faced by companies that go public through a SPAC. These issues result primarily from such companies’ status as former “shell” companies making the application of the securities laws quite different than those for companies that went public through a traditional IPO. To assist…
Numerous public companies have declared themselves a “remote-only” or “remote-first” company. Recently, we learned that the SEC Staff will not declare a registration statement effective unless the company provides a physical address on the cover page of its registration statement in response to the requirement to disclose the address of…
Given all of the positive feedback we have received on our 2021-2022 Form 10-K Form Check Table, we decided to make our 2021-2022 Proxy Statement Form Check Table publicly available. The Proxy Statement Form Check Table is updated for SEC rule changes that have occurred and other developments that have taken place during the past several years.
The recently adopted universal proxy rules apply to annual meetings held on or after September 1, 2022. Because universal proxy will apply to contested director elections at all 2023 annual meetings, we recommend including disclosure regarding the universal proxy deadline in this year’s proxy statement, including for companies that hold…
