I 

113TH CONGRESS 

2D SESSION H. R. 4569 

To require the Securities and Exchange Commission to make certain 

improvements to form 10-K and regulation S-K, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

MAY 6, 2014 

Mr. GARRETT (for himself and Mr. HURT) introduced the following bill; which 

was referred to the Committee on Financial Services 

A BILL 

To require the Securities and Exchange Commission to make 

certain improvements to form 10-K and regulation SK, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Disclosure Moderniza5 tion and Simplification Act of 2014’’. 

6 SEC. 2. SUMMARY PAGE FOR FORM 10-K. 

7 Not later than the end of the 180-day period begin8 ning on the date of the enactment of this Act, the Securi9 ties and Exchange Commission shall issue regulations to 

10 permit issuers to submit a summary page on form 10-K 


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1 (17 C.F.R. 249.310), but only if each item on such sum2 mary page includes a cross-reference (by electronic link 

3 or otherwise) to the material contained in form 10-K to 

4 which such item relates. 

5 SEC. 3. IMPROVEMENT OF REGULATION S-K. 

6 Not later than the end of the 180-day period begin7 ning on the date of the enactment of this Act, the Securi8 ties and Exchange Commission shall revise regulation S9 K (17 C.F.R. 229.10 et seq.)— 

10 (1) to further scale or eliminate requirements of 

11 regulation S-K, in order to reduce the burden on 

12 emerging growth companies, accelerated filers, and 

13 smaller reporting companies, and other smaller 

14 issuers; and 

15 (2) to eliminate provisions of regulation S-K, 

16 required for all issuers, that are duplicative, overlap17 ping, outdated, or unnecessary. 

18 SEC. 4. STUDY ON MODERNIZATION AND SIMPLIFICATION 

19 OF REGULATION S-K. 

20 (a) STUDY.—The Securities and Exchange Commis21 sion shall carry out a study of the requirements contained 

22 in regulation S-K (17 C.F.R. 229.10 et seq.). Such study 

23 shall— 

24 (1) determine how best to modernize and sim25 plify such requirements in a manner that reduces 


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1 the costs and burdens on issuers while still providing 

2 all material information; 

3 (2) emphasize a company by company approach 

4 that allows relevant and material information to be 

5 disseminated to investors without boilerplate lan6 guage or static requirements while preserving com7 pleteness and comparability of information across 

8 registrants; and 

9 (3) evaluate methods of information delivery 

10 and presentation and explore methods for discour11 aging repetition and the disclosure of immaterial in12 formation. 

13 (b) REPORT.—Not later than the end of the 360-day 

14 period beginning on the date of enactment of this Act, the 

15 Commission shall issue a report to the Congress con16 taining— 

17 (1) all findings and determinations made in car18 rying out the study required under subsection (a); 

19 (2) specific and detailed recommendations on 

20 modernizing and simplifying the requirements in 

21 regulation S-K in a manner that reduces the costs 

22 and burdens on companies while still providing all 

23 material information; and 

24 (3) specific and detailed recommendations on 

25 ways to improve the readability and navigability of 


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1 disclosure documents and to discourage repetition 

2 and the disclosure of immaterial information. 

3 (c) RULEMAKING.—Not later than the end of the 

4 360-day period beginning on the date that the report is 

5 issued to the Congress under subsection (b), the Commis6 sion shall issue a proposed rule to implement the rec7 ommendations of the report issued under subsection (b). 

8 (d) RULE OF CONSTRUCTION.—Revisions made to 

9 regulation S-K by the Commission under section 3 shall 

10 not be construed as satisfying the rulemaking require11 ments under this section. 

Æ 


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