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Key Considerations for the 2021 Annual Reporting and Proxy Season | White & Case LLP


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This memorandum outlines key considerations from White & Case s Public Company Advisory Practice for US public companies in preparation for the 2021 annual reporting and proxy season.
Section I of this memo, which was previously published, described our key considerations for Annual Reports on Form 10-Ks, including housekeeping items and our top nine disclosure considerations for Form 10-Ks in 2021.
Section II of this memo, below, describes our top considerations for 2021 Annual Meeting Proxy Statements.
The following are our top considerations for your upcoming annual meeting proxy statement.
(1) Consider Impacts of COVID-19 for Proxy Disclosure. In assessing your proxy disclosure, companies should take into account the impacts of the COVID-19 pandemic and related economic conditions in the following areas of their proxy statement: ....

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Key Considerations for the 2021 Reporting Season | Troutman Pepper


9. Proxy Advisory Firm Voting Policy Updates.
10. Diversity Considerations.
12. Hedging Disclosure Requirements Now Applicable to Smaller Reporting Companies and Emerging Growth Companies.
A. COVID- 19
1. SEC’s COVID-19 Supplemental Guidance Reinforces Importance of High-Quality Financial Reporting.
On June 23, 2020, the SEC’s Division of Corporation Finance (the Division) released CF Disclosure Guidance: Topic No. 9A (the Supplemental Guidance), which supplements CF Disclosure Guidance Topic No. 9 (the Original Guidance). The Supplemental Guidance provided the Division’s additional views regarding operations, liquidity, and capital resources disclosures that companies should consider with respect to business and market disruptions due to COVID-19. In the Supplemental Guidance, the Division reiterated that it will continue to monitor companies’ disclosures of the impacts and risks of the ongoing COVID-19 pandemic on their businesses, financial condition ....

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