In remarks at the 2025 Institute for Corporate Counsel, US Securities and Exchange Commission (SEC) Commissioner Mark T Uyeda, speaking in his personal capacity, said the Commission is expected to focus over the next several years on crypto, encouraging more companies to go public, and expanding opportunities to invest in private markets. He argued that making it less onerous to be a public company should include reassessing the costs and benefits of mandatory quarterly reporting, improving transparency in the SEC’s regulatory administration, and scrutinising coordinated proxy voting arrangements. On periodic reporting, the speech questioned whether quarterly Form 10-Q filings deliver commensurate benefits to investors given the dominance of earnings releases, analyst calls and other rapid disclosure channels, while citing the SEC’s estimated average reporting burden of 135.13 hours per Form 10-Q response and Sarbanes-Oxley certification liability for quarterly filings. A shift to semiannual reporting was framed as a way to reduce costs and better align disclosures with different business models, while leaving Form 8-K material event reporting in place and allowing issuers to continue providing quarterly updates via other mechanisms; the remarks also pointed to the UK and EU removing mandatory quarterly reporting requirements as potential reference points. On transparency, Uyeda criticised reliance on non-public staff memoranda in Rule 14a-8 shareholder proposal practice and defended the SEC’s policy statement on accelerating registration statements that include mandatory arbitration provisions as replacing a de facto staff-driven constraint with a clear articulated approach, arguing that Securities Act Section 8(a) ‘public interest’ review should not become a backdoor merit review. For proxy voting, he warned that funds and asset managers that automatically follow proxy voting advisory business (PVAB) recommendations could, depending on facts, be treated as a ‘group’ under Exchange Act Sections 13(d) or 13(g) and may need to file a Schedule 13D when aggregated voting power exceeds 5% and the activity has the purpose or effect of influencing control.
U.S. Securities & Exchange Commission 2025-12-03
US Securities and Exchange Commission Commissioner Uyeda urges reconsideration of quarterly Form 10-Q filings and coordinated proxy voting disclosures
At the 2025 Institute for Corporate Counsel, SEC Commissioner Mark T Uyeda emphasized the Commission's future focus on crypto, public company encouragement, and private market investment opportunities. Uyeda questioned mandatory quarterly reporting, suggesting a shift to semiannual reporting to reduce costs and align disclosures with business models, while maintaining Form 8-K reporting. He criticized non-public staff memoranda in shareholder proposal practices and warned that automatic proxy voting could trigger regulatory requirements under the Exchange Act.