Directors and Executive Officers Questionnaire (Public Offering)
A Directors and Executive Officers Questionnaire that gathers, in one document, the biographical, legal-proceedings, related-person, ownership, independence, and 2026-currency disclosures the Company needs to prepare its registration statement or annual public reporting.
What is a Directors and Executive Officers Questionnaire?
A Directors and Executive Officers Questionnaire (Public Offering) gathers, in one document, the biographical, legal-proceedings, related-person, ownership, independence, and 2026-currency disclosures the Company needs to prepare its registration statement or annual public reporting.
Each director, director nominee, and executive officer of a company preparing an IPO registration statement (Form S-1), resale registration, annual report on Form 10-K, or annual proxy statement. Each respondent completes it and returns it to Company counsel for use in preparing SEC filings and stock-exchange listing submissions.
Directors and Executive Officers Questionnaire template, current for 2026
Refreshed for 2026 with dedicated sections for the Rule 10D-1 clawback acknowledgment, Item 106 cybersecurity oversight/expertise, AI and emerging-technology governance experience, Rule 10b5-1 plan and Item 408 non-Rule 10b5-1 arrangement disclosures, universal proxy / Rule 14a-19 nominee awareness, and voluntary diversity self-identification aligned with current listing-standard practice.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Directors and Executive Officers Questionnaire as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
- What is the full legal name of the Company? Use the exact registered name as it appears in the certificate of incorporation and on the cover of the registration statement.
- What is the filing this questionnaire supports? Different filings key on different Regulation S-K items. Pick the primary context so the form pre-selects the right sections (e.g., IPO turns on the directed-share program).
- On which stock exchange is (or will) the Company be listed? Independence tests, audit-committee and compensation-committee standards differ meaningfully between NYSE and Nasdaq.
- What is the full legal name of the person completing this questionnaire? Use the legal name that will appear in SEC filings; nicknames go in the 'Preferred Name for SEC Filings' blank of the form.
- What is the respondent's role with the Company? Some sections (e.g., audit-committee financial expert, directed-share designations, Section 16) apply only to certain roles.
- Is the respondent a current or prospective member of the audit committee? If yes, the questionnaire includes the Item 407(d)(5) audit-committee-financial-expert questions.
- Include 2026-currency disclosure sections (cybersecurity, AI governance, Rule 10D-1 clawback, universal proxy)? Recommended for all IPO and periodic-report contexts to align with post-2023 SEC rulemaking and 2024-2026 stock-exchange listing amendments.
- Collect voluntary self-identified diversity information? Many issuers collect this voluntarily for ESG and board-composition disclosures. Any collection must be optional and confidential.
- Who at Company counsel should receive the completed questionnaire? Include name, firm and e-mail. This becomes the return address on the intake instructions.
- By what date must the completed questionnaire be returned? Give respondents at least 10 business days. Counsel typically needs completed questionnaires 3-4 weeks before initial filing.
- Signature block placeholder (leave blank for wet or e-signature) The generated draft leaves a signature line; enter '/s/ [Name]' if you want a pre-populated conformed signature line, or leave blank for wet or DocuSign signature.
- Date to appear beneath the signature line (leave blank if respondent will hand-date) For clean drafts, use a blank line. For pre-populated drafts, use the expected signing date.
- In what U.S. state (or foreign country) does the respondent primarily reside? Residence can affect Section 16 delivery, state blue-sky notice filings and D&O policy disclosures.
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