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.\u00a0 While these matters are more minutia than material, not being up to date makes a company look a bit careless in the reporting process.<\/p>\n
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.\u00a0 These new check boxes will be added by the SEC\u2019s \u201cCompensation Recovery Listing Standards and Disclosure Rules\u201d (or \u201cclawback\u201d rules) adopted on October 26, 2022.\u00a0 You can read the details of the rules in this Press Release<\/a> and the related Fact Sheet<\/a> and Final Rule<\/a>.<\/p>\n The Final Rule will become effective 60 days after publication in the Federal Register.\u00a0 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.<\/p>\n The two new check boxes will appear immediately before the text \u201cIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)\u201d.\u00a0 The check boxes will read as follows:<\/p>\n 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. \u25a1<\/p>\n 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\u2019s executive officers during the relevant recovery period pursuant to \u00a7240.10D-1(b). \u25a1<\/p>\n As always, your thoughts and comments are welcome!<\/p>\n","protected":false},"excerpt":{"rendered":" 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.\u00a0 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 … Continue reading Watch for Two New Form 10-K Cover Page Check Boxes<\/span>