Eleventh Annual Form 10-K/Proxy Tune-Up

CPE credit (NASBA QAS Self-Study) is available by completing and passing the program’s CPE Review & Exam.

Upon successful completion of this program, the participant will be able to:

• Discuss Form 10-K and proxy statement planning considerations, including timetables, filing status, deadlines, and an overview of recent changes to Form 10-K.

• Recall new and evolving disclosure issues for cybersecurity, clawbacks, Rule 10b5-1 trading arrangements, insider trading disclosures, and proxy statements.

• Utilize SEC staff focus areas, recent enforcement cases, and company examples to improve Form 10-K disclosures and avoid comment letters and enforcement actions.

Course Overview:

This program will focus on:

• Discussion of evolving cybersecurity disclosures and their interplay with the Form 8-K for cybersecurity event

• Review of disclosures for clawback policies and related clawback disclosures for listed companies

• Analyze disclosures for Rule 10b5-1 plans and “non-10b5-1 trading arrangements” and look ahead to insider trading policy disclosures in 2025

• “Close in time” disclosures regarding policies and practices with respect to the grant of certain equity awards in conjunction with the release of material nonpublic information

• Tailoring disclosures about human capital resources, climate matters, ESG-related matters, supply chain disruption and other emerging risks for your company – risk factor, MD&A, and accounting considerations 

• Key disclosure issues for proxy statements 

• Assuring appropriate perquisite disclosure in view of continuing SEC scrutiny and enforcement actions 

• Update on shareholder proposal developments 

• Virtual or in-person annual meeting considerations 

• Abstention and broker non-vote policies – their effects on achieving quorum requirements and approving proposals 

• Update on universal proxy developments and related bylaw amendments 

• Expected SEC staff focus areas for 2024 Form 10-Ks and proxy statements, including non-GAAP measures and MD&A 

• Recent accounting and auditing enforcement actions 

 CPE Program Level: Update 

Intended Audience: CPAs, accountants, attorneys, and other allied professionals who deal with SEC reporting and disclosure and related accounting issues, including chief financial officers (CFOs), controllers and their staff, internal auditors, partners of public accounting firms and their staff, in-house counsel, and outside attorneys.

Prerequisites: None 

Advanced Preparation: None

Instructional Method: QAS Self-Study

Updated: February 2025

Credit Information: 1 CPE credit is available upon completion of this program’s 3 content-review questions and a minimum passing score of 70% on the 5-question final exam.