“What triggers an 8-K?” is a common question we hear at the NIRI conference

Preparing for the 2015 NIRI Conference (booth 605, BTW) is more than just packing up our box of “HEART IR” buttons (and the subsequent prizes).

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It also mean prepping our booth team on the common questions we are routinely asked that fall out of the traditional shareholder communications bucket and more into SEC compliance. The (intelligent) value of having Vintage as a fully integrated toolset within PR Newswire is the true depth of EDGAR and XBRL expertise. It’s why we’re the #1 integrated Newswire/SEC filing agent.

When to send an 8-K is always heavily discussed. An 8-K is your first line of RegFD defense should a non-public material disclosure happen.

8-K trigger events include (besides a mistake material whoops):

  • Entering into 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 (bankruptcy or receivership)
  • Delisting or noncompliance with a listing rule
  • Unregistered sales of the company’s equity securities
  • A change in accountants
  • A change in auditors
  • A change in compensation of certain officers
  • A determination that the company’s previously issued financial statements should no longer be relied upon (restatement)
  • 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
  • Material debt incurred
  • Changes in control of the company

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.

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.

Look for us at the 2015 NIRI Annual Conference, June 14-17, Chicago. 

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