Both the New York Stock Exchange (“NYSE”) and Nasdaq have amended their Dodd-Frank listing standard proposals setting a new effective date of October 2, 2023 for the rules. Last Friday, the Securities and Exchange Commission issued notices approving NYSE’s and Nasdaq’s amended listing standards on an accelerated basis. Accordingly, listed issuers are now required to adopt a compliant clawback policy by December 1, 2023. This policy will cover all incentive-based compensation received by covered executive officers on or after October 2, 2023.

This extension comes as welcome news for issuers who have been working diligently to finalize and implement compliant Dodd-Frank policies during the summer months. As described in our Debrief last month, under NYSE’s and Nasdaq’s prior proposals, the effective date would have been June 9. This revised timeline allows issuers who have not yet prepared a clawback policy more time to comply.

To assist issuers in this process, we have prepared a model Dodd-Frank policy that complies with Section 303A.14 of the NYSE Listed Company Manual and Nasdaq’s Listing Rule 5608. You can access our model policy at the following link: https://www.debevoise.com/-/media/files/insights/publications/2023/05/debevoise-model-clawback-policy.pdf