Whenever the SEC changes details such as cover page check boxes or the titles of item numbers in its forms, there is invariably a bit of confusion and inconsistent updating.  While these matters are more minutia than material, not being up to date makes a company look a bit careless in the reporting process.

One area to watch as we approach year-end 2022 is the addition of two new check boxes on the Form 10-K cover page.  These new check boxes will be added by the SEC’s “Compensation Recovery Listing Standards and Disclosure Rules” (or “clawback” rules) adopted on October 26, 2022.  You can read the details of the rules in this Press Release and the related Fact Sheet and Final Rule.

The Final Rule will become effective 60 days after publication in the Federal Register.  If this effective date is prior to a company filing its Form 10-K, the new check boxes will be required on the cover page of that Form 10-K.

The two new check boxes will appear immediately before the text “Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)”.  The check boxes will read as follows:

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. □

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). □

As always, your thoughts and comments are welcome!