Hunton Retail Law Resource

As publicly traded retailers begin to prepare their annual reports and 2020 proxy statements, they should keep in mind a number of new and amended SEC disclosure items. As detailed in our recent client alert, hot topics for proxy statements include hedging policy disclosure, board diversity disclosure and overboarding of directors.  In annual reports on Form 10-K, public retailers must consider new cover page requirements; new disclosure rules for material property, management’s discussion and analysis (MD&A) and exhibit filings; and most retailers will now disclose critical audit matters, or CAMS, as identified by their independent auditors. The SEC staff has also provided recent guidance on disclosure obligations concerning companies’ intellectual property and technology risks originating from international operations. The guidance builds on the SEC staff’s recent efforts to assist companies with the assessment and disclosure of new and evolving risk areas such as cybersecurity and LIBOR discontinuation. The SEC staff additionally has released new interpretations regarding public companies’ ability to incorporate by reference a discussion of the earliest of three years of its recent MD&A.