The SEC has approved the clawback listing standards of the New York Stock Exchange and Nasdaq. As noted previously, the clawback listing standards will take effect on October 2, 2023, and listed companies will have until December 1, 2023 to adopt compliant policies. NYSE-listed companies that fail to adopt a clawback policy within 60 days of the effective date of the standards (i.e., by December 1, 2023) will be required to issue a press release identifying their delinquency, the reasons for it, and, if known, the date by which they expect to be in compliance. Nasdaq-listed companies that fail to adopt a clawback policy within 60 days of the effective date of the standards (i.e., by December 1, 2023) will be eligible to submit a plan of compliance to Nasdaq staff within 45 days and will have access to cure rights, in accordance with existing Nasdaq procedures. Under both NYSE and Nasdaq clawback listing standards, listed companies will only be required to claw back incentive awards received (as therein defined) on or after the October 2, 2023 effective date.
For a copy of our memo regarding the SEC’s adoption of the clawback requirements, please see here; for a copy of our memo regarding the exchanges’ proposed clawback listing standards, please see here; for a copy of our memo regarding the exchanges’ amendments to set an October 2, 2023 effective date, please see here.
This post comes to us from Paul, Weiss, Rifkind, Wharton & Garrison LLP. It is based on the firm’s memorandum, “SEC Approves Clawback Listing Standards; Listed Companies Have Until December 1, 2023 to Adopt Compliant Policies,” dated June 12, 2023, and available here.