How to Handle “Hedging Policy” Disclosure for the Proxy

Our guest – Troutman Pepper’s Dave Meyers – analyzes “hedging policy” disclosures elicited by Item 402(i) of Regulation S-K in the proxy, including:

1. When is the disclosure required?
2. What constitutes “hedging” for purposes of the rule?
3. What equity securities covered by the rule? What is the scope – employees and directors?
4. Is disclosure about individual hedging transactions required?
5. What constitutes a “fair and accurate” summary?
6. Are there benefits to disclosing the policy in full?
7. Where in the proxy is this disclosure typically located?
8. How does the hedging disclosure relate to disclosure about hedging in the CD&A?
9. How does pledging fit into all of this?

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