Winter 2024-2025 Corporate Communication Update from Snell Wilmer’s Law Office

Hello clients and friends,

We’re excited to bring you our latest update from Snell & Wilmer’s Corporate Communicator to help you navigate the upcoming annual report and proxy season. In this edition, we’ll be focusing on SEC reporting and corporate governance topics that will be especially relevant as we head into the new year. We’re also thrilled to share our 2024 Tombstone, showcasing some key deals our Corporate & Securities Practice Group assisted clients with over the past year.

Looking ahead to 2025, our dedicated team will be keeping you informed through the Corporate Communicator, as well as hosting business presentations and participating in seminars to address important client concerns. We kick off the year with our Seventeenth Annual Proxy Season Update, scheduled for Thursday, January 9, 2025, at our office in Downtown Phoenix’s Cityscape.

We value our partnership with you, and we’re committed to helping make your 2025 a successful year.

Warm regards,

Snell & Wilmer’s Corporate & Securities Group

SEC REPORTING UPDATE

Recently Adopted Rules:
Insider Trading Policies: The Securities and Exchange Commission (SEC) finalized rules regarding insider trading policy disclosures in December 2022. For companies with a December 31 fiscal year-end, compliance with these rules starts with the upcoming Form 10-K for the fiscal year ending December 31, 2024. Companies must disclose whether they have insider trading policies and procedures in place or explain why not. The details required in the Form 10-K can also be included in the definitive proxy statement, with specific filing deadlines.

Disclosures Related to Option Grant Policies and Options Granted in Proximity to Disclosure of Material Nonpublic Information (MNPI): Companies will be required to provide narrative and tabular disclosures about option grant policies near the disclosure of MNPI with the upcoming Form 10-K for the fiscal year ending December 31, 2024. These disclosures will need to address timing of stock option grants in relation to MNPI release and include specific information about each award granted to named executive officers within certain timeframes.

We’re also excited to share that the SEC has made enhancements to the EDGAR system to further improve security and functionality, known as “EDGAR Next.” These changes aim to enhance the overall user experience and safety while interacting with the system.

Stay tuned for more updates and insights from Snell & Wilmer’s Corporate Communicator as we navigate the evolving landscape of SEC reporting and corporate governance requirements.