On August 25, 2016, the SEC issued a release requesting comments on certain disclosure requirements under Regulation S-K relating to disclosures on management, certain security holders and corporate governance matters contained in Subpart 400. This request is part of an initiative by the SEC’s Division of Corporation Finance to review the disclosure requirements under Regulation S-K in order to consider ways to improve them for the benefit of investors and registrants. The SEC also indicated that comments received in response to its request for comment will also inform the SEC’s study on Regulation S-K, which is required under Section 72003 of the Fixing America’s Surface Transportation Act (FAST Act). Subpart 400 of Regulation S-K contains the following items:

  • Item 401: generally requires certain disclosures about a registrant’s directors, executive officers, promoters and control persons, or persons performing similar functions, and, if it has not adopted such a code of ethics, an explanation why it has not done so.
  • Item 402: generally requires disclosure of all plan and non-plan compensation awarded to, earned by, or paid to a registrant’s named executive officers and directors.
  • Item 403: generally requires a description of the security ownership of certain beneficial owners and management.
  • Item 404: generally requires a description of certain transactions with related persons, promoters and certain control persons.
  • Item 405: generally requires a registrant to identify certain persons who failed to file on a timely basis, as disclosed in certain forms or reports required by Exchange Act Section 16(a) during the most recent fiscal year or prior fiscal years.
  • Item 406: generally requires disclosures about whether the registrant has adopted a code of ethics that applies to certain of the registrant’s executive officers, or persons performing similar functions, and, if it has not adopted such a code of ethics, an explanation why it has not done so.
  • Item 407: generally requires certain corporate governance disclosure about director independence, board meetings, various board committees (e.g., nominating, audit and compensation committees) and any process for shareholder communications.

The deadline for submitting comments to the SEC is the date 60 days after publication of the release in the Federal Register.

The SEC release is available at: https://www.sec.gov/rules/other/2016/33-10198.pdf