December 21, 2022
Clawbacks: What About Those 10-K Checkboxes?
When the SEC adopted the new Dodd-Frank clawback rules back in October, I blogged about the two new checkboxes that the rules add to the Form 10-K cover page, and said:
Hopefully someone smarter than me will clarify, but it does not seem immediately clear from the release whether these checkboxes will be required for Form 10-Ks that are filed in 2023, after the SEC rule is effective but before companies have to make any other disclosure about policies.
Our members have continued to ask about this in our Q&A Forums over the past couple of months. It doesn’t make a lot of sense to require these checkboxes before the listing standards become effective and before the new clawback disclosures are required. To my knowledge, though, the Staff hasn’t come out with guidance to confirm that.
In the meantime, companies are trying to figure out how to handle the cover page in light of the rules being effective on January 27th. Please participate in this anonymous poll to share what you plan to do (and please email me if you’ve heard anything from the Staff!):
– Liz Dunshee