6.01 The Exhibit 97 hyperlink opens the superseded [date] clawback policy, not the amended policy the index names
Company B · a US-listed transportation and logistics company · Compliance or disclosure gap
In brief
The exhibit index incorporates the clawback policy by reference to Exhibit 97 of the Form 10-K filed [date], which carries the policy as amended and restated on [date] and written for the New York Stock Exchange rules. The active hyperlink on that row instead opens Exhibit 97 of the Form 10-K filed [date]: the original policy effective [date], written for the Nasdaq rules. A reader who follows the link reads a superseded policy.
The evidence, as filed
What the filing shows, and what the rule requires
| What the filing shows | What the rule requires |
|---|---|
Exhibit 97 row: description cites the Form 10-K filed [date]; the hyperlink points to the Form 10-K filed [date], whose Exhibit 97 is the policy 'Effective as of [date]' designed to comply with 'the applicable Nasdaq Listing Rules'. | An active hyperlink to Exhibit 97 of the Form 10-K filed [date] (accession [accession no.]): the policy 'Amended and Restated on [date]' under the NYSE Listed Company Manual rules, which is the policy the listing standard now requires. |
The rule
Regulation S-K Item 601(a)(2)
Each exhibit identified in the exhibit index (other than an exhibit filed in eXtensible Business Reporting Language or an exhibit that is filed with Form ABS-EE) must include an active link to an exhibit that is filed with the registration statement or report or, if the exhibit is incorporated by reference, an active hyperlink to the exhibit separately filed on EDGAR.
Version: Text in force at the date of this review · Source: Regulation S-K, 17 CFR 229.601(a)(2), as amended to 2025
Regulation S-K Item 601(b)(97)
must file as an exhibit to its annual report the compensation recovery policy required by the applicable listing standards adopted pursuant to 17 CFR 240.10D-1.
Version: Text in force at the date of this review · Source: Regulation S-K, 17 CFR 229.601(b)(97), as amended to 2025
Why it applies here. The link and the description disagree, and the link delivers the version the company itself superseded. Every other incorporated exhibit link resolves to the filing it names.
Why it matters
- Readers, the staff or plan participants opening the exhibit see a superseded policy that cites the former exchange's rules.
- A staff request to correct the hyperlink, normally in the next Form 10-K, is the realistic outcome; there is no monetary exposure.
How often the SEC staff raises this. In 1,100 SEC staff comment letters on fiscal 2023 and 2024 Forms 10-K, released January 2025 to October 2026, exhibits and certifications drew 41 of the 1,774 numbered comments (2.3%): topic 13 of 25 by frequency.
Exposure
A staff comment asking the company to correct the hyperlink, normally in the next periodic report that carries an exhibit index; no monetary exposure.
Our workings
the exhibit index row for Exhibit 97 reads that the policy is incorporated by reference to Exhibit 97 of the Form 10-K filed [date]. In the filed Inline XBRL document the hyperlink on that row points to the EDGAR folder of the Form 10-K filed [date] (accession shown in the workings). That document is headed 'Effective as of [date]' and states it is designed to comply with the Nasdaq Listing Rules. The Exhibit 97 filed with the [date] Form 10-K is headed 'Amended and Restated on [date]' and replaces every Nasdaq reference with the NYSE Listed Company Manual. The cover page of this report names the New York Stock Exchange as the exchange on which the Class A common stock is registered.
the hyperlink and the description disagree, and the hyperlink delivers the version that the company itself superseded; every other incorporated exhibit link in the index resolves to the filing its description names. Item 601(a)(2) makes the hyperlink part of the requirement (an active hyperlink to the exhibit separately filed on EDGAR), and Item 601(b)(97) requires the policy that the applicable listing standard requires, which for an NYSE issuer is the [date] version.
| Exhibit 97 | Accession in the hyperlink / named in the description | EDGAR record | Policy heading and exchange |
|---|---|---|---|
| Hyperlink (as filed) | [accession no.] | Form 10-K filed [date] | Effective as of [date]; Nasdaq Listing Rules |
| Description in the index | [accession no.] | Form 10-K filed [date] | Amended and Restated on [date]; NYSE Listed Company Manual rules |
Management’s best defense, and our reply
The company would say the exhibit index correctly names the filing that holds the current policy, and that the amended policy is on EDGAR where any reader can find it. It would add that the 2024 and 2025 versions differ only in replacing Nasdaq references with NYSE references, so no substantive term of the policy is misstated, and that an inaccurate hyperlink is ordinarily corrected in the next periodic report rather than by amendment. The answer: Item 601(a)(2) makes the active hyperlink itself part of the requirement, and the one filed opens a document the company has superseded, governed by the rules of an exchange that no longer lists the stock; the defense goes to severity, which is why the point is rated LOW, not to whether the index is correct.
The fix
- In the next Form 10-K, re-point the Exhibit 97 hyperlink to Exhibit 97 of the Form 10-K filed [date] (accession [accession no.]), or file the current policy herewith; add the hyperlink check to the exhibit-index review before filing.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | The exhibit index names Exhibit 97 of the Form 10-K filed [date] as the source of the policy | Document | Form 10-K 2025, unnumbered page |
| 2 | The document the Exhibit 97 hyperlink actually opens (accession [accession no.], Form 10-K filed [date]): the original policy | Document | |
| 3 | The linked policy is written for the Nasdaq rules | Document | |
| 4 | The policy the description names (Exhibit 97 of the Form 10-K filed [date]): amended and restated | Document | |
| 5 | The current policy is written for the NYSE rules | Document | |
| 6 | The cover page registers the Class A common stock on the New York Stock Exchange | Document | Form 10-K 2025, unnumbered page |
Prepared by Pramanex from the company’s public SEC filings, without the company’s involvement, to show how a 10-K Pre-filing Check reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other attestation or assurance engagement, and not legal advice. An SEC-style question is a question, not a conclusion.
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