SEC Snapshots - Fourth Quarter 2022

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The members of Maynard’s Public Company Advisory Practice counsel public companies, as well as companies aiming to become public, on the full range of matters shaping their governance and operation in the public markets. As a continued service to our clients, we provide a quarterly summary of important developments affecting public companies. Top trending items for the fourth quarter of 2022 are listed below (in chronological order and with embedded links to the source materials):

• PwC released its annual corporate director survey (October 5, 2022)
• The SEC reopened the public comment periods for 11 Commission rulemaking releases (including its climate and cybersecurity proposals) due to a technological error (October 7, 2022)
• ISS released the results of its annual global benchmark policy survey (October 10, 2022)
• The Acting Chief Accountant of the SEC released a statement on the auditor’s responsibility for fraud detection (October 11, 2022)
• The Task Force on Climate-related Financial Disclosures (TCFD) released its 2022 Status Report (October 13, 2022)
• KPMG released a survey on companies’ sustainability reporting (October 15, 2022)
• PwC published a report on audit committee oversight of non-GAAP measures (October 15, 2022)
• Georgeson published its review of the 2022 proxy season (October 17, 2022)
• The SEC announced that the compliance date for electronic Form 144 requirements will be April 13, 2023 (October 18, 2022)
• Semler Brossy published a report on the use of ESG metrics in incentive plans (October 19, 2022)
• Spencer Stuart released its 2022 Board Index analyzing the board governance practices of the S&P 500 (October 25, 2022)
• The SEC adopted clawback rules for erroneously awarded incentive-based compensation received by current or former executive officers (October 26, 2022)
• Blackrock expanded its Voting Choice program to allow more institutional investors to participate in shareholder voting (November 3, 2022)
• The Society for Corporate Governance published its guide for the solicitation of proxies (November 8, 2022)
• ISS published a survey of cybersecurity disclosures (November 14, 2022) (free registration required)
• The Center for Audit Quality (CAQ) released its Fall 2022 Pulse Survey of audit partners (November 16, 2022)
• Glass Lewis updated its 2023 proxy voting guidelines (November 17, 2022)
• The Council of the European Union (EU) adopted the Corporate Sustainability Reporting Directive (CSRD) (November 28, 2022)
• ISS updated its 2023 proxy voting guidelines (November 30, 2022)
• The CAQ published its report, 2022 Audit Committee Transparency Barometer (November 30, 2022)
• The SEC settled charges with AT&T for Regulation FD violations (December 5, 2022) (see Maynard client alert for further details)
• The SEC Division of Corporation Finance posted new Compliance & Disclosure Interpretations addressing the new universal proxy rules (December 6, 2022)
• The SEC reopened the comment period on proposed rules regarding disclosure of an issuer’s repurchases of its equity securities (December 7, 2022)
• The SEC Division of Corporation Finance posted a sample letter to companies regarding recent developments in crypto asset markets (December 8, 2022)
• The PCAOB published a staff report on the results of public company auditor inspections (December 8, 2022)
• Nasdaq proposed an amendment to its board diversity rules to simplify the compliance dates (December 12, 2022)
• The SEC Division of Corporation Finance posted an update to Non-GAAP Financial Measures Compliance & Disclosure Interpretations (December 13, 2022)
• NACD published its 2023 governance outlook report (December 13, 2022) (free registration required)
• The SEC adopted amendments to Rule 10b5-1 and related disclosure (December 14, 2022) (see Maynard client alert for further details)
• Georgeson published its investor voting report (December 15, 2022) (free registration required)
• EY published a report on audit committee priorities for 2023 (December 16, 2022)
• Blackrock posted updates to its U.S. Proxy Voting guidelines (December 19, 2022)

• Broadridge published its preview of the 2023 proxy season (December 30, 2022)

For additional information about any of the above developments, or to discuss any questions that you may have, please contact a member of Maynard’s Public Company Advisory Group.