IB 

Union Calendar No. 482 

113TH CONGRESS 

2D SESSION H. R. 4569 

[Report No. 113–642] 

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 

DECEMBER 2, 2014 

Additional sponsor: Mr. HULTGREN

DECEMBER 2, 2014 

Reported with an amendment, committed to the Committee of the Whole 

House on the State of the Union and ordered to be printed 

[Strike out all after the enacting clause and insert the part printed in italic] 


tkelley on DSK3SPTVN1PROD with BILLS
2 

•HR 4569 RH

A BILL 

To require the Securities and Exchange Commission to make 

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


tkelley on DSK3SPTVN1PROD with BILLS
3 

•HR 4569 RH

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 

11 (17 C.F.R. 249.310), but only if each item on such sum12 mary page includes a cross-reference (by electronic link 

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

14 which such item relates. 

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

16 Not later than the end of the 180-day period begin17 ning on the date of the enactment of this Act, the Securi18 ties and Exchange Commission shall revise regulation S19 K (17 C.F.R. 229.10 et seq.)— 

20 (1) to further scale or eliminate requirements of 

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

22 emerging growth companies, accelerated filers, and 

23 smaller reporting companies, and other smaller 

24 issuers; and 


tkelley on DSK3SPTVN1PROD with BILLS
4 

•HR 4569 RH

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

2 required for all issuers, that are duplicative, overlap3 ping, outdated, or unnecessary. 

4 SEC. 4. STUDY ON MODERNIZATION AND SIMPLIFICATION 

5 OF REGULATION S-K. 

6 (a) STUDY.—The Securities and Exchange Commis7 sion shall carry out a study of the requirements contained 

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

9 shall— 

10 (1) determine how best to modernize and sim11 plify such requirements in a manner that reduces 

12 the costs and burdens on issuers while still providing 

13 all material information; 

14 (2) emphasize a company by company approach 

15 that allows relevant and material information to be 

16 disseminated to investors without boilerplate lan17 guage or static requirements while preserving com18 pleteness and comparability of information across 

19 registrants; and 

20 (3) evaluate methods of information delivery 

21 and presentation and explore methods for discour22 aging repetition and the disclosure of immaterial in23 formation. 

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

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


tkelley on DSK3SPTVN1PROD with BILLS
5 

•HR 4569 RH

1 Commission shall issue a report to the Congress con2 taining— 

3 (1) all findings and determinations made in car4 rying out the study required under subsection (a); 

5 (2) specific and detailed recommendations on 

6 modernizing and simplifying the requirements in 

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

8 and burdens on companies while still providing all 

9 material information; and 

10 (3) specific and detailed recommendations on 

11 ways to improve the readability and navigability of 

12 disclosure documents and to discourage repetition 

13 and the disclosure of immaterial information. 

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

15 360-day period beginning on the date that the report is 

16 issued to the Congress under subsection (b), the Commis17 sion shall issue a proposed rule to implement the rec18 ommendations of the report issued under subsection (b). 

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

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

21 not be construed as satisfying the rulemaking require22 ments under this section. 

23 SECTION 1. SHORT TITLE. 

24 This Act may be cited as the ‘‘Disclosure Moderniza25 tion and Simplification Act of 2014’’. 


tkelley on DSK3SPTVN1PROD with BILLS
6 

•HR 4569 RH

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

2 Not later than the end of the 180-day period beginning 

3 on the date of the enactment of this Act, the Securities and 

4 Exchange Commission shall issue regulations to permit 

5 issuers to submit a summary page on form 10-K (17 C.F.R. 

6 249.310), but only if each item on such summary page in7 cludes a cross-reference (by electronic link or otherwise) to 

8 the material contained in form 10-K to which such item 

9 relates. 

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

11 Not later than the end of the 180-day period beginning 

12 on the date of the enactment of this Act, the Securities and 

13 Exchange Commission shall take all such actions to revise 

14 regulation S-K (17 C.F.R. 229.10 et seq.)— 

15 (1) to further scale or eliminate requirements of 

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

17 emerging growth companies, accelerated filers, smaller 

18 reporting companies, and other smaller issuers, while 

19 still providing all material information to investors; 

20 (2) to eliminate provisions of regulation S-K, re21 quired for all issuers, that are duplicative, overlap22 ping, outdated, or unnecessary; and 

23 (3) for which the Commission determines that no 

24 further study under section 4 is necessary to deter25 mine the efficacy of such revisions to regulation S-K. 


tkelley on DSK3SPTVN1PROD with BILLS
7 

•HR 4569 RH

1 SEC. 4. STUDY ON MODERNIZATION AND SIMPLIFICATION 

2 OF REGULATION S-K. 

3 (a) STUDY.—The Securities and Exchange Commis4 sion shall carry out a study of the requirements contained 

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

6 shall— 

7 (1) determine how best to modernize and sim8 plify such requirements in a manner that reduces the 

9 costs and burdens on issuers while still providing all 

10 material information; 

11 (2) emphasize a company by company approach 

12 that allows relevant and material information to be 

13 disseminated to investors without boilerplate language 

14 or static requirements while preserving completeness 

15 and comparability of information across registrants; 

16 and 

17 (3) evaluate methods of information delivery and 

18 presentation and explore methods for discouraging 

19 repetition and the disclosure of immaterial informa20 tion. 

21 (b) CONSULTATION.—In conducting the study required 

22 under subsection (a), the Commission shall consult with the 

23 Investor Advisory Committee and the Advisory Committee 

24 on Small and Emerging Companies. 

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

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


tkelley on DSK3SPTVN1PROD with BILLS
8 

•HR 4569 RH

1 Commission shall issue a report to the Congress con2 taining— 

3 (1) all findings and determinations made in car4 rying out the study required under subsection (a); 

5 (2) specific and detailed recommendations on 

6 modernizing and simplifying the requirements in reg7 ulation S-K in a manner that reduces the costs and 

8 burdens on companies while still providing all mate9 rial information; and 

10 (3) specific and detailed recommendations on 

11 ways to improve the readability and navigability of 

12 disclosure documents and to discourage repetition and 

13 the disclosure of immaterial information. 

14 (d) RULEMAKING.—Not later than the end of the 360- 

15 day period beginning on the date that the report is issued 

16 to the Congress under subsection (c), the Commission shall 

17 issue a proposed rule to implement the recommendations 

18 of the report issued under subsection (c). 

19 (e) RULE OF CONSTRUCTION.—Revisions made to reg20 ulation S-K by the Commission under section 3 shall not 

21 be construed as satisfying the rulemaking requirements 

22 under this section. 


tkelley on DSK3SPTVN1PROD with BILLS

tkelley on DSK3SPTVN1PROD with BILLS
Union Calendar No. 482 

113TH CONGRESS 

2D SESSION H. R. 4569 

[Report No. 113–642] 

A BILL 

To require the Securities and Exchange CommisK and regulation S-K, and for other purposes. sion to make certain improvements to form 10- 

DECEMBER 2, 2014 

Reported with an amendment, committed to the Comand ordered to be printed mittee of the Whole House on the State of the Union 


tkelley on DSK3SPTVN1PROD with BILLS