2021 Proxy and Annual Report Season: Time to Prepare
Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. While work on proxy statements, annual reports and annual meetings typically kicks into high gear in the winter, advance planning will make the process go more smoothly. This is especially true for the 2021 season, as companies evaluate the ramifications of COVID-19 that need to be discussed in various contexts in annual filings with the US Securities and Exchange Commission (SEC). Companies may also want to spend time this fall considering whether to expand proxy disclosures beyond what is required in order to address issues that are garnering increased attention, such as human capital, diversity and other environmental, social and governance (ESG) matters. This Legal Update provides an overview of key issues that companies should consider as they get ready for the 2021 proxy and annual report season (2021 Proxy Season), including:
IMPACT OF COVID-19 ON PROXY STATEMENT DISCLOSURES
- Compensation Disclosures
- Corporate Governance Disclosures
- Audit Committee Reports
- Letters to Shareholders
- Human Capital
- Virtual Meetings
OTHER PROXY STATEMENT MATTERS
- ESG
- Pay Ratio Disclosure
- Perks
- Say-on-Pay
- Shareholder Proposals
- Proxy Voting Advice Amendments
- Director and Officer Questionnaires
COVID-19 DISCLOSURES IN ANNUAL REPORTS
- Disclosure Guidance
- Risk Factors
- Business
- MD&A
- Financial Statement Considerations
- Litigation
- Controls and Procedures
OTHER ANNUAL REPORT MATTERS
- Risk Factors
- Critical Audit Matters
- MD&A Guidance
- Amendments to Business, Risk Factor and Legal Proceedings Disclosures
- Amendments to Accelerated and Large Accelerated Filer Definitions
- Amendments to Business Acquisition and Disposition Disclosure
- Guaranteed or Collateralized Securities
- Proposed MD&A Amendments
