On December 18, 2018, the SEC adopted amendments to its rules to
implement Section 955 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010 (the “Dodd-Frank Act”),
which added new Section 14(j) to the Securities Exchange Act of
1934, as amended (the “Exchange Act”).1 As
adopted, new paragraph (i) of Item 407 of Regulation S-K requires a
company to describe any practices or policies it has adopted
(whether written or not) regarding the ability of its employees
(including officers) or directors, or any of their designees, to
purchase financial instruments (including prepaid variable forward
contracts, equity swaps, collars and exchange funds) or otherwise
engage in transactions that hedge or offset, or are designed to
hedge or offset, any decrease in the market value of company equity
securities granted as compensation of the employee or director, or
held, directly or indirectly, by the employee or director. A
company is required to provide a fair and
