10-K and Proxy Season: New Requirements and Considerations for the Future

As we gear up for 2025, it’s essential for companies to be aware of some new rules that will affect disclosure in the upcoming Form 10-K and proxy season. Let’s take a look at these changes, upcoming SEC filing deadlines in 2025, and potential regulatory shifts with a new administration on the horizon.

One key change involves insider trading policies. Starting in 2025 for calendar year companies filing their fiscal 2024 Form 10-K, businesses will need to disclose whether they have insider trading policies in place. These policies should cover transactions of securities by directors, officers, employees, or the company itself and should aim to ensure compliance with insider trading laws and listing standards. Companies without such policies must explain why. These disclosures will be part of the Form 10-K filings under new regulations.

Companies also need to file their insider trading policies as exhibits along with their Form 10-K reports. If these policies are included in the company’s Code of Ethics, and the code is filed as an exhibit, that would satisfy the filing requirement. This information can also be referenced in Form 10-K from a proxy statement filed within 120 days of the fiscal year-end. Companies will need to tag this information in Inline XBRL format as well.

Another important update involves equity grant policies. Regulations now require companies to discuss their policies on awarding options, stock appreciation rights, or similar awards concerning material nonpublic information. This should include details on how award timing is determined, consideration of MNPI, and whether the company times MNPI disclosure to impact executive compensation.

If a company grants awards to a named executive officer shortly before or after filing certain forms that disclose MNPI, they must provide specific details in a tabular format in their proxy statement. This includes information about the award recipient, date of the award, number of securities, exercise price, grant date fair value, and percentage change in security price.

With these new rules in place, it’s essential for companies to review and potentially update their policies to ensure compliance and transparency. Keeping up with these changes will be crucial for a successful 2025 reporting season.