Answer your D&O questionnaire

What to do

Open the personal link the company emailed you, enter the code it sends, confirm what the company's records already answer, answer the rest one section at a time, review and press Submit responses; no account is needed.

The company sends the link when it opens the year's directors and officers questionnaire. The link is yours alone, and the code proves it reached you.

1. Open the newest email from the company about the questionnaire and follow its link.
2. Enter the 6-digit code the page sends to the US mobile number the company holds for you, or to the email the link went to when it holds none (texts reach US numbers only). The device is remembered for the life of the link.
3. Confirm or change what the company's records already answer on the first page, Confirm what we have, then answer the rest one section at a time; the page saves your draft as you go.
4. Press Review and submit, answer any open questions it lists first, then press Submit responses.

What is asked

This is the standard annual directors and officers questionnaire: 20 questions, gathering what the company's Form 10-K (Part III) and its proxy statement disclose about its directors and officers under Regulation S-K. Some questions go only to directors, and the Rule 506(d) question appears only while the company has a Form D on file. Each question feeds a named item:

• Positions held (About you): List your principal occupation and each position you have held in the past five years, newest first, with what each employer does. Feeds Item 401(e)(1), business experience; the proxy's biography paragraph is drafted from these lines.
• Other public company boards (About you): List every other public company or registered investment company board you serve on now or served on during the past five years. Feeds Item 401(e)(2), other directorships.
• Experience and qualifications (About you, directors only): In a sentence or two, the experience, qualifications or skills that support your service on the board. Feeds Item 401(e)(1), the director qualifications sentence of the biography.
• Family relationships (About you): Are you related by blood, marriage or adoption, no more remote than first cousin, to any other director, director nominee or executive officer of the company? Feeds Item 401(d), family relationships.
• Arrangements for your selection (About you): Is there any arrangement or understanding between you and anyone else under which you were or will be chosen as a director, nominee or officer? Leave out arrangements with the company's directors or officers acting only in those roles. Feeds Items 401(a) and 401(b), any arrangement under which a director, nominee or executive officer was selected, naming the other party.
• Legal proceedings (About you): In the past ten years, has any of these happened: a bankruptcy petition or receiver for you, for a partnership where you were a general partner, or for a company where you were an executive officer, at the time or within two years before; a criminal conviction or pending criminal charge, other than traffic and other minor offenses; a court or regulatory order limiting your business, securities or commodities activities; a finding that you violated securities or commodities law; an order or finding under securities, commodities, banking, insurance or fraud law; or a sanction by an exchange or self-regulatory body? Feeds Item 401(f), involvement in certain legal proceedings.
• Proceedings against the company (About you): Are you, or is an associate of yours, a party to a pending legal proceeding against the company or a subsidiary, or do you or they have an interest in one that is adverse to the company? An associate is a relative who lives with you, a trust you benefit from or serve as trustee of, or an organization where you are an officer or partner or own 10% or more. Feeds Item 103(c)(2), proceedings in which a director, officer or their associate is adverse to the company.
• Rule 506(d) disqualifying events (About you): Has any of these happened to you: a conviction in the last 10 years tied to buying or selling securities, a false SEC filing, or the business of a broker, dealer, investment adviser or paid solicitor; a court order entered in the last 5 years that still bars you from that conduct; a final order of a state securities, banking, credit union or insurance regulator, a federal banking agency, the CFTC or the NCUA that bars you now, or that was based on fraud and entered in the last 10 years; an SEC order that now suspends, limits or bars you as a broker, dealer, municipal securities dealer or investment adviser, or from penny stock offerings; an SEC cease-and-desist order on fraud or Section 5 entered in the last 5 years and still in effect; a suspension or expulsion by an exchange or FINRA now; a stop order, refusal order or order suspending an offering exemption in the last 5 years on an SEC filing you made or underwrote, or a pending proceeding for one; or a Postal Service false representation order in the last 5 years, or a restraining order in such a case now? Feeds the Rule 506(d) bad actor check the company makes before relying on Regulation D; asked only while the company has a Form D on file or in progress.
• Audit committee financial expert (About you, directors only): Do you have all five of these: an understanding of GAAP and financial statements; the ability to assess how GAAP applies to estimates, accruals and reserves; experience preparing, auditing, analyzing or evaluating financial statements as complex as the company's, or actively supervising people who do; an understanding of internal control over financial reporting; and an understanding of audit committee functions? Feeds Item 407(d)(5), the audit committee financial expert the company names and how the expertise was gained.
• Independence facts (Relationships and transactions, directors only): Do any of these apply to you now or in the last three years? You worked for the company, a parent or a subsidiary. A family member was an executive officer of the company. You or a family member received more than $120,000 from the company in any 12 months, not counting board and committee fees or retirement benefits. You or a family member is a partner or employee of the company's outside auditor, or worked on its audit. You or a family member is a partner, controlling shareholder or executive officer of an organization that paid the company, or was paid by it, more than $200,000 for property or services in a fiscal year. You or a family member was an executive officer of another company while one of our executive officers sat on its compensation committee. You have another business, consulting or charitable relationship with the company or one of its executive officers. Family means your spouse, parents, children, siblings, in-laws and anyone other than a domestic employee who lives with you. Feeds Item 407(a), the board's independence determination under the company's listing standard, and the relationships Item 407(a)(3) describes; counsel decides independence.
• Audit and compensation committee facts (Relationships and transactions, directors only): Every director is asked, since the board may name any director to the audit or compensation committee. Do any of these apply to you? Now or in the last 12 months, you, your spouse, a minor child, a child who lives with you, or a firm where you are a partner, member or executive officer that gives accounting, consulting, legal, investment banking or financial advisory services accepted a consulting, advisory or other fee from the company or a subsidiary, other than for board or committee service or fixed retirement pay for past service. You own more than 10% of any class of the company's voting stock, or you are an executive officer of the company, or you are an executive officer, general partner or managing member of, or a director employed by, a company that controls, is controlled by or is under common control with the company. In the last three years you took part in preparing the financial statements of the company or a current subsidiary. Feeds the audit committee's Rule 10A-3 independence, the compensation committee factors of Rule 10C-1 and the listing rules, and with the independence and related party answers the Rule 16b-3 non-employee director test; counsel decides.
• Related party transactions (Relationships and transactions): Since the first day of the fiscal year this questionnaire covers, have you or an immediate family member had a direct or indirect material interest in any transaction with the company, or any proposed one, where the amount involved is more than $120,000? Count loans and guarantees. Immediate family means your spouse, parents, stepparents, children, stepchildren, siblings, in-laws and anyone other than a renter or employee who lives with you. Feeds Item 404(a), transactions with related persons, and Item 404(d) for a smaller reporting company.
• Compensation committee interlocks (Relationships and transactions, directors only): During the fiscal year, were you an officer or employee of the company, or did you serve on the board or compensation committee of another company while one of its executive officers served on our board or compensation committee? Feeds Item 407(e)(4), compensation committee interlocks and insider participation.
• Compensation arrangements (Relationships and transactions): Do you have any compensation arrangement with the company beyond what the company has already disclosed, such as a plan, award or side agreement? Feeds Item 402, executive and director compensation.
• Personal benefits from the company (Relationships and transactions): During the fiscal year, did the company pay for or provide anything with a personal benefit to you or your family that you did not pay back, such as personal use of company aircraft or cars, personal travel, security at your home, club dues, or tax or financial advice? Feeds the perquisites in Item 402's All other compensation for named executive officers and directors; the company totals them against the rule's $10,000 floor.
• Five percent ownership (Ownership and trading): Do you beneficially own, or share voting or investment power over, more than five percent of any class of the company's securities? Feeds Item 403, security ownership of certain beneficial owners and management.
• Hedging and pledging (Ownership and trading): Have you hedged company securities through a prepaid variable forward, equity swap, collar, exchange fund or similar instrument, or pledged any company securities as collateral for a loan or held them in a margin account? Feeds the Item 403(b) footnote on pledged shares; a hedge is reported on Form 4 under Section 16(a), and the company checks it against the hedging policy it describes under Item 407(i).
• Rule 10b5-1 trading plans (Ownership and trading): During the fiscal year, did you adopt, modify or terminate a Rule 10b5-1 trading plan or any other written trading arrangement for company securities? Feeds Item 408(a), Rule 10b5-1 trading arrangements adopted or terminated.
• Section 16 filings (Filings and access): Are you aware of any late or missed Form 3, Form 4 or Form 5 filings for you during the fiscal year? Feeds Item 405, delinquent Section 16(a) reports.
• EDGAR filer access (Filings and access): Do you have your own EDGAR filer account, meaning a personal CIK with EDGAR Next access? Form 144 sales notices and Section 16 forms are filed on EDGAR under your own CIK, and a broker selling shares for you needs that access in place before a sale. Not a disclosure item: the company needs your CIK to file your Section 16 forms and Form 144 notices under your own account.

Company additions

The standard set is the floor. A company can add its own questions and the policies it asks you to acknowledge; they appear after the standard sections on a page named for the company, such as From Meridian Bay, and the policies on a last page, Acknowledgments, one card per policy with Read the policy and one checkbox, I have read and will comply with this policy.

A company question reads like any other: a Yes or No, a Yes with details, a text box or a choice, with the company's own cite small beside the title where it gave one. A question the company marked optional can be left blank; a required policy must be ticked before Submit. Last year's answer to the same company question is offered back on the Confirm what we have page.

A company admin or counsel edits the list from Insiders › Annual requests › Questionnaire. A change reaches the questionnaires sent after it; a questionnaire already in your inbox keeps the list it went out with.

The same policies can be put before a signature instead: on the page where you sign a Form 3, 4 or 5 the company prepared, or a report's signature page, each policy is a card with its checkbox above the typed-name step, and the signature waits until every required one is ticked. Which policies a signing link asks for is fixed when the link is sent.

If you are signed in to your own TakePublic account when you open a questionnaire or a signing link addressed to you, the header reads Signed in as your name and the one-time code is not asked for; a Form 3, 4 or 5 signature still takes its code. A link addressed to someone else tells you so and offers Sign out.

Verify it is you

The link names your questionnaire; the code proves the person opening it holds the contact the company has on file, the same step the signing links take. A wrong code is refused, five wrong codes lock the current code until a new one is sent, and every code sent, refused or checked is written to the company's audit trail. The company sees whether each link was verified on its Insiders page.

A reminder carries a new link, which asks for a code once more; the device memory belongs to the link, not to you.

If the code does not arrive

Look in Spam, Trash and the Promotions or Updates tabs first, and search all mail for the sender: every code comes from noreply@mail.takepublic.com with a subject that names the form and the word "code". Mail servers sometimes accept a message and then file or delete it by a rule you never see; TakePublic keeps the mail provider's delivery record for every code, so the company can confirm that your mail server accepted it.

1. Search all mail (including Trash) for noreply@mail.takepublic.com. If the code is there, enter it; a code you already received still works until it expires.
2. Add noreply@mail.takepublic.com to your contacts or safe senders, then request a new code: Gmail and Outlook stop filtering a sender you have saved.
3. If nothing arrives, ask your IT team to allowlist the domain mail.takepublic.com (Google Workspace: Apps › Gmail › Spam, phishing and malware › Email allowlist, or a Content compliance rule that bypasses the spam folder; Microsoft 365: the allowed senders list in Defender, or a mail flow rule) and to check for a rule that deletes or quarantines mail from it.
4. If the invitation carried your mobile number, press Text me the code on the page and the code arrives by text instead. If it did not, ask the company to send a new invitation with your mobile, or to a different email address; the link is bound to the address it was sent to, so the company must send it, not you.

Answers the company's records suggest

Where the company's records already answer a question, it sits on the first page, Confirm what we have, as a fact with a pill naming the source (EDGAR or Company records), Correct to confirm it and Change to open it for editing. A suggestion helps; it never answers for you, and what you confirm or write is the record.

• The Section 16 filing record for the year, from the company's records.
• Your EDGAR CIK, and the other companies where EDGAR lists you as a Section 16 filer.
• A Rule 10b5-1 plan the company recorded in a 10-Q or 10-K during the year, as rows.
• Positions held, one line per position, from your biography in the company's last proxy statement on EDGAR, else from last year's questionnaire, else from the 8-K that announced your appointment or the company's latest 10-K. Where the biography does not sort into positions, it is shown as written for you to confirm or change.
• The boards and qualifications you gave on last year's questionnaire, and the other public company boards your proxy biography names.
• Five percent ownership from the roster's ten percent owner flag or a Schedule 13D or 13G filed under your name.

Your draft and your copy

Every change is saved in this browser at once and to TakePublic after you pause: the header reads Saved to TakePublic, or Saved on this device while the connection is down. You can stop on one device and finish on another, and a reminder's new link finds your draft.

The company sees only that a draft is in progress and when it was saved, never what it says. The draft is cleared when you submit; nothing reaches the company until you press Submit responses. After the send, Download a copy saves a plain-text copy of your answers to your device.

Who reads your answers

Your answers go to the company's company admins, its securities counsel and its auditor. Other directors, officers and staff see only that you answered, never what you wrote. TakePublic enforces the same rule on every read of the questionnaire.

Reminders and replaced links

A link works for 30 days. When the company sends a reminder, the reminder carries a new link and the earlier one stops opening: it answers Link replaced and names the address the newer link went to. Open the latest email; nothing you typed on an earlier link is lost, because the new link opens your saved draft.