This memorandum outlines key considerations for U.S. public companies in preparation for the 2022 annual reporting and proxy season.
- Part I of this memo, which was published in January 2022, describes key considerations for Annual Reports on Form 10-K, including housekeeping items and our top eight disclosure considerations for Form 10-Ks in 2022.
- Part II of this memo below, describes key considerations for 2022 Annual Meeting Proxy Statements.
Part II: Top 13 Considerations for 2022 Annual Meeting Proxy Statements
The following are key considerations for your upcoming annual meeting proxy statement.
1. Focus on Board Diversity Disclosure. The call for enhanced disclosure on board diversity has accelerated in recent months, culminating in Nasdaq’s new board diversity rules. Nasdaq now requires its listed companies, no later than August 8, 2022, to provide detailed disclosure on board diversity using standardized templates.1 Board diversity is also a key focus of proxy advisory firms and institutional investors. Companies should keep in mind the following when crafting and finalizing board diversity disclosure:
(a) Pay Attention to Definitions of Diversity to Align…
