As I recently blogged, there’s been some confusion about what should be done — transitionally — about the Form 10-K cover page and the checkboxes that result from the SEC’s recent clawbacks rulemaking. The Corp Fin CDIs told us that the SEC “does not expect compliance with the disclosure requirements” until the stock exchange listing requirements are effective. But that guidance still begged the question — do you put the checkboxes on the cover and simply ignore them, or leave them off entirely?
More Corp Fin guidance could be forthcoming given the confusion, but in the meantime, the SEC just posted the latest version of Form 10-K on its website. The inclusion of the clawbacks checkboxes on this latest version of Form 10-K (on page 7 of the PDF) could be considered confirmation that the checkboxes are indeed required on filings going forward — and that companies can safely interpret the Corp Fin’s CDI guidance to mean that you don’t need to mark the boxes at this time. But, this approach could result in confusing disclosure for a listed company that will be disclosing an error in previously issued financial statements in an upcoming Form 10-K.
I may need to get some stronger reading glasses thanks to the challenge of fitting all of these checkboxes on a single cover page…