- with readers working within the Retail & Leisure industries
For decades, Regulation S-K has governed non-financial statement disclosure requirements for public company registration statements, periodic reports, and proxy statements. On January 13, 2026, Paul Atkins, the Chairman of the SEC, issued a statement regarding his views with respect to the current iteration of the regulation: "Today, the disclosure that companies provide in response to the myriad requirements of Regulation S-K does not always reflect information that a reasonable investor would consider important in making an investment or voting decision." Towards the goal of eliminating requirements to disclose "undisputably immaterial information," he has instructed the Division of Corporation Finance to undertake a comprehensive review of Regulation S-K. He noted that this process began in May of 2025, with the solicitation of public comments on the executive compensation disclosure requirements of Regulation S-K Item 402. The Staff is evaluating the comments received, and is preparing revision recommendations to the SEC. They will now focus on the other Regulation S-K requirements. In connection with this process, the public is encouraged to provide their views on how Regulation S-K can be amended "with the goal of revising the requirements to focus on eliciting disclosure of material information and avoid compelling the disclosure of immaterial information." This process offers issuers and other capital market participants a rare opportunity to suggest to the SEC reform of disclosure requirements that they find burdensome outside of the SEC's normal process of soliciting comment on specific disclosure issues. Comments should be submitted no later than April 13, 2026. We see key benefits to our clients and other market participants to the rationalization of Regulation S-K, and are evaluating whether to submit comments to the SEC in connection with its review. We are available to assist clients who wish to submit suggestions to the SEC staff, and will provide further updates as the Regulation S-K review process evolves.
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