With proxy and reporting season preparations in full swing, demands on time are high and resources might be limited, so we focus our reminders on new and changed disclosure items that might otherwise be easy to overlook.

10-K Cover Page Changes and Inline XBRL

Recent SEC rulemaking has resulted in the following changes to the Form 10-K cover page:

Companies that use Inline XBRL are subject to updated exhibit index requirements, which require special care, as noted in newly released Compliance and Disclosure Interpretations (C&DIs):

  • Registrants subject to Inline XBRL requirements should include an Exhibit 101 to identify the required Interactive Data Files.
  • The Interactive Data File that is required because the cover page is tagged should be identified as Exhibit 104 in the exhibit index and should cross-reference the files submitted under Exhibit 101.
  • When an interactive data file is submitted using Inline XBRL, the exhibit index should include the word “Inline” in the exhibit’s title description.

Fast Act Changes

During 2019, the SEC adopted a number of rule changes to modernize and simplify disclosure requirements pursuant to the Fixing America’s Surface Transportation Act, or FAST Act.

For Form 10-K reports:

For proxy statements:

Hedging Disclosures

Many companies will be required to disclose their hedging policies in proxy statements for the first time in 2020, although emerging growth companies and smaller calendar year reporting companies are not required to include this disclosure until the 2021 proxy statement. Newly adopted Regulation S-K Item 407(i) requires proxy statement disclosure of a company’s practices or policies regarding the ability of its employees (including its officers) and directors to engage in certain hedging transactions in the company’s equity securities, including a description of the practices or policies and the categories of persons covered. If a company does not maintain a hedging policy, the company must state that fact or state that hedging transactions by its employees and directors are generally permitted.