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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 skill automates the drafting of comprehensive Director and Officer questionnaires required for SEC disclosure compliance. It generates structured, professionally formatted questionnaires covering biographical data, board service, conflicts of interest, related party transactions, legal proceedings, and beneficial ownership — all aligned with Regulation S-K requirements. Whether you're preparing for an annual proxy cycle, IPO, or M&A transaction, this skill delivers board-ready questionnaires in a fraction of the time.

Drafting D&O questionnaires manually is a time-intensive process that requires careful cross-referencing of SEC regulations, prior filings, and governance policies. Corporate counsel and compliance teams often spend days assembling questionnaires that must comprehensively cover biographical data, conflicts, related party transactions, and independence standards — with significant risk of gaps or inconsistencies that could lead to disclosure deficiencies.

CaseMark automates the entire D&O questionnaire drafting process by analyzing your company's governance documents, prior questionnaires, and director/officer roster to generate a comprehensive, regulation-aligned questionnaire. The AI ensures every required disclosure area under Reg S-K Items 401, 402, 404, and 407 is addressed, producing a polished document ready for distribution and review in minutes rather than days.

How it works

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

  2. 2. AI analyzes your materials and drafts a comprehensive D&O questionnaire tailored to applicable SEC requirements

  3. 3. Review and customize sections for your specific filing purpose — annual proxy, IPO, or M&A due diligence

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

What you get

  • Cover Page with Confidentiality Notice and Deadlines

  • Key Definitions and Disclosure Standards

  • Personal and Identifying Information Section

  • Professional Background and Board Service History

  • Related Party Transactions and Conflicts of Interest

  • Beneficial Ownership and Family Relationships

  • Legal Proceedings and Regulatory Disclosures

  • Independence Assessment and Committee Qualifications

  • Certification and Continuing Obligation Acknowledgment

What it handles

  • Comprehensive questionnaire sections covering Items 401, 402, 404, and 407 of Reg S-K

  • Biographical data and professional background collection with 10-year lookback

  • Related party transaction and conflict of interest identification framework

  • Beneficial ownership disclosure aligned with Rule 13d-3 definitions

  • Board independence and committee qualification assessments

  • Customizable cover page with confidentiality notices and continuing obligations

Required documents

  • Company Governance Documents

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

    .pdf, .docx

  • Prior D&O Questionnaires or Proxy Statements

    Previous questionnaires, proxy statements, or Form 10-K biographical sections for reference and continuity

    .pdf, .docx

  • Director and Officer Roster

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

    .pdf, .docx, .xlsx

Supporting documents

  • Latest Proxy Statement or Form 10-K

    Most recent SEC filing for disclosure baseline and biographical reference

    .pdf, .docx

  • Committee Charters

    Audit, compensation, and nominating committee charters for independence qualification requirements

    .pdf, .docx

  • Organizational Chart

    Corporate structure chart showing subsidiaries and affiliated entities for related party analysis

    .pdf, .docx, .xlsx

Why teams use it

Reduce questionnaire drafting time from days to minutes while maintaining full SEC compliance coverage

Ensure consistent, comprehensive coverage of all Reg S-K disclosure items across every director and officer

Minimize the risk of omitted disclosures with structured prompts for related party transactions, legal proceedings, and independence qualifications

Easily adapt questionnaires for different contexts — annual proxy, IPO preparation, M&A due diligence, or governance audits

Questions

What SEC disclosure requirements does this questionnaire cover?

CaseMark's D&O questionnaire covers Regulation S-K Items 401 (biographical information), 402 (executive compensation), 404 (related party transactions), and 407 (corporate governance and board independence). The output is structured to capture all information needed for proxy statements and annual reports.

Can I customize the questionnaire for different purposes like IPOs or M&A?

Yes. CaseMark tailors the questionnaire based on your stated purpose — whether it's an annual proxy cycle, pre-IPO governance preparation, M&A due diligence, or a standalone independence assessment. Each purpose adjusts the scope and emphasis of the questions generated.

How does CaseMark handle sensitive personal information like SSNs?

CaseMark's generated questionnaire includes appropriate data security controls and limited-use designations for sensitive fields like Tax IDs and SSNs. The questionnaire flags these fields with confidentiality notices and recommends secure storage protocols consistent with best practices.

Does the questionnaire address related party transactions?

Absolutely. CaseMark generates detailed related party transaction sections aligned with Item 404 requirements, including materiality thresholds, definitions of related persons, and disclosure prompts for direct and indirect material interests in transactions with the company.

Can I use prior year questionnaires to pre-populate the new one?

Yes. By uploading prior D&O questionnaires and proxy statements, CaseMark can reference existing disclosures to ensure continuity, flag areas requiring updates, and maintain consistency with previously filed biographical and governance information.

Is this suitable for both public and private companies?

CaseMark adapts the questionnaire based on whether your company is publicly traded or private. Public company questionnaires include full SEC disclosure requirements, while private company versions can be scoped for M&A due diligence, IPO readiness, or internal governance purposes.

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