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Director Officer Questionnaire

Draft D&O Questionnaires in Minutes, Not Hours

12 minutes with CaseMark

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Director Officer Questionnaire

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Director Officer Questionnaire

Overview

CaseMark's D&O Questionnaire Drafter uses AI to generate comprehensive Director and Officer questionnaires tailored to SEC Regulation S-K disclosure requirements. The tool produces structured, compliance-ready questionnaires covering biographical data, board service, conflicts of interest, related party transactions, legal proceedings, and beneficial ownership — ready for annual proxy cycles, IPO preparation, M&A due diligence, or governance reviews.

Drafting Director and Officer questionnaires is a tedious, high-stakes process that requires cross-referencing multiple SEC disclosure requirements, governance policies, and prior filings. Legal teams spend hours assembling questions, definitions, and instructions — and any omission can lead to incomplete disclosures, regulatory scrutiny, or transaction delays.

CaseMark automates the creation of comprehensive D&O questionnaires by analyzing your company profile, governance documents, and prior filings against SEC Reg S-K requirements. The AI generates a structured, multi-section questionnaire with appropriate definitions, confidentiality notices, and tailored questions — delivering in minutes what traditionally takes hours of manual work.

How it works

  1. 1. Upload your company governance documents, prior questionnaires, and director/officer roster

  2. 2. AI analyzes your inputs and drafts a comprehensive D&O questionnaire aligned with SEC Reg S-K requirements

  3. 3. Review and customize sections for your specific use case — annual proxy, IPO, M&A, or governance review

  4. 4. Export the finalized questionnaire in your preferred format (DOCX, PDF)

What you get

  • Cover Page with Confidentiality Notice and Submission Instructions

  • Key Definitions Table

  • Personal and Identifying Information Section

  • Professional Background and Board Service Section

  • Conflicts of Interest and Related Party Transactions Section

  • Beneficial Ownership and Legal Proceedings Section

  • Independence Assessment Questions

  • Certification and Signature Block

What it handles

  • Comprehensive questionnaire sections covering biographical data, board service, conflicts, and beneficial ownership

  • Tailored to SEC Reg S-K Items 401, 402, 404, and 407 disclosure requirements

  • Built-in key definitions for immediate family, beneficial ownership, related party transactions, and materiality

  • Cover page with confidentiality notices, deadlines, and continuing obligation language

  • Conflict of interest and related party transaction screening questions

  • Customizable for annual proxy, IPO prep, M&A due diligence, or independence assessments

Required documents

  • Company Governance Documents

    Articles of incorporation, bylaws, code of ethics, related party transaction policy, or insider trading policy

    .pdf, .docx

  • Prior Questionnaires or Proxy Statements

    Existing D&O questionnaires, latest proxy statement, or Form 10-K biographical sections

    .pdf, .docx

Supporting documents

  • Director and Officer Roster

    Current list of directors and officers with titles, committee assignments, and appointment dates

    .pdf, .docx, .xlsx

  • Committee Charters

    Audit, compensation, and nominating/governance committee charters for independence assessment context

    .pdf, .docx

Why teams use it

Eliminate hours of manual drafting by generating SEC-aligned questionnaires in minutes

Ensure comprehensive coverage of Reg S-K Items 401, 402, 404, and 407 with no gaps

Reduce compliance risk with built-in definitions, confidentiality notices, and continuing obligation language

Easily adapt questionnaires for different contexts including annual proxy, IPO, M&A, and independence assessments

Questions

Which SEC disclosure requirements does this questionnaire cover?

CaseMark generates questionnaires aligned with Regulation S-K Items 401 (biographical and legal proceedings), 402 (executive compensation), 404 (related party transactions), and 407 (corporate governance and board independence). The output addresses the full scope of information typically required for proxy statement disclosures.

Can I customize the questionnaire for different purposes like IPO prep or M&A due diligence?

Absolutely. CaseMark tailors the questionnaire based on your stated purpose — whether it's an annual proxy cycle, pre-IPO governance documentation, M&A due diligence package, or a standalone independence assessment. Sections and questions are adjusted to match the specific context.

How does CaseMark handle sensitive personal information like SSNs and residential addresses?

CaseMark's generated questionnaire includes appropriate data security notations and limited-use designations for sensitive fields such as Tax IDs and residential addresses, following best practices for confidential handling. You retain full control over how collected responses are stored and shared.

Does the output include definitions for key legal terms like beneficial ownership and related party transactions?

Yes. CaseMark includes a comprehensive definitions table covering immediate family, beneficial ownership (per Rule 13d-3), related party transactions (per Item 404), and materiality standards. These definitions ensure respondents understand the scope of their disclosure obligations.

Can I use this for both public and private companies?

Yes. While the questionnaire is built around SEC disclosure standards, CaseMark adapts the output for private companies preparing for an IPO, undergoing M&A transactions, or simply strengthening their governance practices. You specify your company's status and the tool adjusts accordingly.

How long does it take to generate a complete D&O questionnaire?

CaseMark typically generates a comprehensive, multi-section D&O questionnaire in approximately 10-12 minutes. This replaces what traditionally takes hours of manual drafting and cross-referencing against SEC requirements.

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