To provide CPAs and other finance professionals with a practical update on recent SEC, corporate governance, and disclosure developments, enabling them to better understand evolving regulatory expectations, assess compliance risks, and strengthen reporting and governance practices.

• SEC leadership changes and evolving regulatory priorities:
  – US Treasuries clearing
  – Universal proxy
  – Proxy voting advice
  – Pay vs. performance
  – 10b5-1 plans
  – Clawbacks
  – Share buybacks
  – “Fund names” rule
  – Cybersecurity
  – Climate change
• Division of Enforcement focus areas in FY26
• Delaware Law Developments:
  – Bylaw challenges
  – Officer exculpation update
  – Corporate law amendments
• Comment letter trends:
  – MD&A
  – Non-GAAP disclosures
  – Segment reporting
• Staff guidance and reminders
• Financial Reporting Manual updates and Corp Fin Interpretations 
• Insider trading:
  – Elements of the “old” affirmative defense
  – New rule: 10b5-1 plan conditions
  – New disclosure requirements
• Pay vs. performance
• Perquisites:
  – Basic perquisite test
  – Perquisites facing SEC scrutiny
  – Recent SEC enforcement actions
  – Mitigating risk
• Proxy season: 2025 recap and 2026 insights:
  – Shareholder proposals
  – Proxy advisor responses to new exclusion process

Sarah Lowe, Deputy Chief Accountant – Division of Corporation Finance

Melissa Rocha, KPMG

Geoffrey E. Walter, Gibson, Dunn & Crutcher LLP