When to file an 8-K: a brief refresher

Working with a newly listed company brought up a discussion of when/why to file an 8-K. Although sometimes what is “material” may seem grey, some corporate events are clear.  8-K filings are not an expensive file – better safe than sorry.

All your 8-K filings will be posted within your IR Room (investor relations website).

Investor relations website best practices

8-K trigger events include:

  • Entering into materially amending or terminating a material contract 
  • Material acquisitions or dispositions 
  • The disclosure of quarterly or annual financial results 
  • Material financing arrangements 
  • The acceleration of material financing obligations 
  • Material exit or disposal activities 
  • Delisting or noncompliance with a listing rule 
  • Unregistered sales of the company’s equity securities 
  • A change in accountants 
  • A determination that the company’s previously issued financial statements should no longer be relied upon 
  • Changes in the board of directors 
  • The appointment, retirement, resignation or termination of certain executive officers, or the entry into or amendment of a material compensatory arrangement with such officers
  • Charter and bylaw amendments 
  • Amendments to or waivers of the company’s code of ethics 
  • Voting results of shareholders’ meetings 

With some exceptions, reports on Form 8-K are generally required to be filed with or furnished to the SEC within four business days after the occurrence of the event to be disclosed.

An 8-K is also your first line of RegFD defence should a non-public material disclosure wardrobe malfunction (slip) happen. Regulation FD defines the outer boundary for “prompt disclosure” to mean as soon as reasonably practical, but within 24 hours or by the start of the next day’s trading on the NYSE, regardless of where or whether the company’s stock is traded.

RegFD slips are VERY rare. You guys are pretty much on the ball!

Have a great day.

6 responses to “When to file an 8-K: a brief refresher

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