A Late Change – More About the S-K 201(d) Table!

Thanks to a reader of the blog and a member of our SEC reporting community, here is a late change and an interesting difference between the originally published Final Rule for Disclosure Update and Simplification and the version that was published later which is conformed to the Federal Register version.

In the originally published version of the final rule (which is no longer on the SEC’s webpage) the S-K Item 201(d) table was removed as a disclosure requirement in Form 10-K Item 12 and was also removed from the proxy rule disclosures in Schedule 14A.

In the conformed version now on the SEC’s webpage both these changes have been removed!  So, interestingly, this change has been undone!

This language is from page 55 of the conformed version of the final rule:

After further consideration, we are retaining the equity compensation plans disclosure requirements and are referring them to the FASB for potential incorporation into U.S. GAAP. We recognize the concerns expressed by commenters that U.S. GAAP does not explicitly require certain information, such as the formula for calculating the number of securities available for issuance under the plan. This information may be material to investors in making informed decisions about the scope of an issuer’s equity compensation program and the potential dilutive effect, both economically and in voting power, of awards authorized for issuance under all equity compensation plans.

So, even when a rule is final, corrections can still be made!  In fact, this language appears on page 1 of the conformed version:

Corrected to Conform to Federal Register Version

We have updated our PDF document that you can download here, and also taken down the post that originally discussed this change.

Thanks to all of you who read the blog and contribute!

And, as always, your thoughts and comments are welcome!

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