As many companies are in the midst of preparing – and filing – proxy statements for their upcoming annual meetings, some may be overlooking a recent form change. One result of the SEC’s revised filing fee disclosure rules that became effective a few months ago – on January 31st – is that the cover page for proxy statement filings has changed.

This applies for filings made after (or on) January 31st. Here is the revised Schedule 14A (the change is also reflected on page 352 of the adopting release). Since companies typically don’t owe filing fees for proxy statements filed in connection with their annual meetings, it’s easy to see why some folks have overlooked this change.

Previously, the SEC cover page included blanks for filing fee information in case a fee was indeed required. However, under the new rules, any filing fee information has been moved to an exhibit. The result is a new, simplified set of check boxes on the SEC filing cover page as shown below:

Payment of Filing Fee (Check all boxes that apply):

☐                    No fee required

☐                    Fee paid previously with preliminary materials

☐                    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Photo of Allison Handy Allison Handy

Allison Handy is the firmwide co-chair of the Corporate & Securities practice. Her extensive experience includes advising public and private companies in connection with corporate governance practices, disclosure issues, and capital markets transactions, such as equity offerings, debt offerings and tender offers. She…

Allison Handy is the firmwide co-chair of the Corporate & Securities practice. Her extensive experience includes advising public and private companies in connection with corporate governance practices, disclosure issues, and capital markets transactions, such as equity offerings, debt offerings and tender offers. She is also a leader of the firm’s Environmental, Social, and Governance advisory team.

Allison provides counsel to companies on a broad range of issues faced by management and directors in connection with the many compliance aspects of securities laws, including governance rules adopted by the Securities and Exchange Commission (SEC) and stock exchanges. She advises boards and committees in matters related to internal investigations and the efforts of shareholder activists, and works closely with in-house counsel, financial personnel, and outside auditors and advisors to help her clients prepare proxy statements and other reports to investors that meet complex disclosure obligations.

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Photo of Chris Wassman Chris Wassman

Christopher Wassman has experience counseling publicly traded and privately held companies on a variety of corporate issues, including governance, securities law compliance, financings, and mergers and acquisitions. He regularly represents issuers and underwriters across a broad range of industries in a variety of…

Christopher Wassman has experience counseling publicly traded and privately held companies on a variety of corporate issues, including governance, securities law compliance, financings, and mergers and acquisitions. He regularly represents issuers and underwriters across a broad range of industries in a variety of capital markets transactions, including IPOs, equity and debt offerings, and tender offers.

While attending Georgetown University Law Center, Christopher interned at the Division of Enforcement at the U.S. Securities and Exchange Commission and served as a judicial extern for the Honorable Deborah A. Robinson of the U.S. District Court for the District of Columbia.

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