IIB 

113TH CONGRESS 

2D SESSION H. R. 4569 

IN THE SENATE OF THE UNITED STATES 

DECEMBER 3, 2014 

Received; read twice and referred to the Committee on Banking, Housing, and 

Urban Affairs 

AN ACT 

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, 


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1 SECTION 1. SHORT TITLE. 

2 This Act may be cited as the ‘‘Disclosure Moderniza3 tion and Simplification Act of 2014’’. 

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

5 Not later than the end of the 180-day period begin6 ning on the date of the enactment of this Act, the Securi7 ties and Exchange Commission shall issue regulations to 

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

9 (17 CFR 249.310), but only if each item on such sum10 mary page includes a cross-reference (by electronic link 

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

12 which such item relates. 

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

14 Not later than the end of the 180-day period begin15 ning on the date of the enactment of this Act, the Securi16 ties and Exchange Commission shall take all such actions 

17 to revise regulation S-K (17 CFR 229.10 et seq.)— 

18 (1) to further scale or eliminate requirements of 

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

20 emerging growth companies, accelerated filers, 

21 smaller reporting companies, and other smaller 

22 issuers, while still providing all material information 

23 to investors; 

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

25 required for all issuers, that are duplicative, overlap26 ping, outdated, or unnecessary; and 


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1 (3) for which the Commission determines that 

2 no further study under section 4 is necessary to de3 termine the efficacy of such revisions to regulation 

4 S-K. 

5 SEC. 4. STUDY ON MODERNIZATION AND SIMPLIFICATION 

6 OF REGULATION S-K. 

7 (a) STUDY.—The Securities and Exchange Commis8 sion shall carry out a study of the requirements contained 

9 in regulation S-K (17 CFR 229.10 et seq.). Such study 

10 shall— 

11 (1) determine how best to modernize and sim12 plify such requirements in a manner that reduces 

13 the costs and burdens on issuers while still providing 

14 all material information; 

15 (2) emphasize a company by company approach 

16 that allows relevant and material information to be 

17 disseminated to investors without boilerplate lan18 guage or static requirements while preserving com19 pleteness and comparability of information across 

20 registrants; and 

21 (3) evaluate methods of information delivery 

22 and presentation and explore methods for discour23 aging repetition and the disclosure of immaterial in24 formation. 


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1 (b) CONSULTATION.—In conducting the study re2 quired under subsection (a), the Commission shall consult 

3 with the Investor Advisory Committee and the Advisory 

4 Committee on Small and Emerging Companies. 

5 (c) REPORT.—Not later than the end of the 360-day 

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

7 Commission shall issue a report to the Congress con8 taining— 

9 (1) all findings and determinations made in car10 rying out the study required under subsection (a); 

11 (2) specific and detailed recommendations on 

12 modernizing and simplifying the requirements in 

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

14 and burdens on companies while still providing all 

15 material information; and 

16 (3) specific and detailed recommendations on 

17 ways to improve the readability and navigability of 

18 disclosure documents and to discourage repetition 

19 and the disclosure of immaterial information. 

20 (d) RULEMAKING.—Not later than the end of the 

21 360-day period beginning on the date that the report is 

22 issued to the Congress under subsection (c), the Commis23 sion shall issue a proposed rule to implement the rec24 ommendations of the report issued under subsection (c). 


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1 (e) RULE OF CONSTRUCTION.—Revisions made to 

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

3 not be construed as satisfying the rulemaking require4 ments under this section. 

Passed the House of Representatives December 2, 

2014. 

Attest: KAREN L. HAAS, 

Clerk. 


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