2025 Reporting Season: Upcoming Disclosure Requirements for Your Form 10-K and Proxy Statement

Insider Trading 
Policy Exhibit

Form 10-K (FY 2024)

• Issuer’s insider trading policy must be publicly filed as Exhibit 19 to Form 10-K.

• Assess whether any updates to the policy are necessary before the issuer’s next 10-K filing.
• Review the insider trading policies of early filers.

Disclosure of Insider Trading Policies and Procedures

Form 10-K (FY 2024) 
and 2025 Proxy Statement

• Issuers must disclose whether they have adopted insider trading policies and procedures (and if not, why not). 

• Consider this disclosure when evaluating whether any updates are needed to the Insider Trading Policy.

Narrative and Tabular Disclosure of Certain Equity Awards

Form 10-K (FY 2024) 
and 2025 Proxy Statement

• Issuers must include narrative disclosure about their stock option grant policies, including how the board or compensation committee considers material nonpublic information when deciding the timing and terms of stock option awards.
• During the last fiscal year, if the issuer made a grant of stock option awards to a named executive officer within four business days of its SEC filings, it must disclose certain information about the award(s) in tabular format.
• For purposes of this disclosure, options include stock appreciation rights and similar instruments with option-like features.

• Evaluate whether any other compensation practices, such as pre-established dates, need to be changed.

XBRL Tagging

Form 10-K (FY 2024)

• Insider trading and cybersecurity disclosures must now be XBRL tagged, including for smaller reporting companies.

• Ensure that each of these new disclosures are tagged.

Pay versus 
Performance (PvP)

2025 Proxy Statement

• As part of the PvP phase-in, companies are required to provide pay versus performance. disclosure for an additional year.
• Four years for smaller reporting companies.
• Five years for all other companies now.

• Review the SEC’s PvP compliance and disclosure interpretations and comment letter trends from the past year.

XBRL Tagging

2025 Proxy Statement

• PvP, insider trading and clawback disclosure (if any) must now be XBRL tagged.

• Ensure that each of these disclosures are tagged.

Nasdaq Board Diversity Rules

Not required in the 2025 Proxy Statement and going forward

• The Fifth Circuit struck down the Nasdaq board diversity disclosure rules.
• Nasdaq-listed companies will no longer be required:
  • To include a board diversity matrix in their proxy statement or on their website and
  • To disclose whether they have specified diverse directors on their board or explain why they do not.
• Nasdaq will not appeal the Fifth Circuit’s decision, and the SEC will likely wait to determine next steps until the new SEC chair joins next year.

• Proxy advisory firms and institutional investors may continue to expect companies to disclose information about the self-identified gender, race, ethnicity, or LGBTQ+ status of their directors.
• Companies should consider collecting demographic data in their annual D&O questionnaires this year and then waiting to see what earlier filers do in terms of disclosure.

SEC Climate Disclosure Rules

• The SEC issued an order staying the rules during the pendency of ongoing litigation.
• The Eighth Circuit (a conservative-leaning court) will be ruling on the consolidated litigation.
• The SEC has stated that it will implement a new effective date at the conclusion of the stay.
• The implementation of the rules will likely be impacted by the presidential election.

• Given the new Presidential administration and turnover at the SEC, these rules may not take effect, at least in their current form.
• Issuers may prefer to delay significant compliance investments for the SEC rule.
• Note that other climate regimes, such as the E.U. Corporate Sustainability Reporting Directive and California's climate disclosure rules, may still apply.