Presenting to a group of 150 people about the ease (and importance) of filing a SEC Form 8-K aligned with that same day’s annual 5-K run – which, unlike filing an 8-K with Vintage, was literally an uphill battle.
The key macro point of the discussion was the frustration – and opinions – many companies face due to the grey of what is “material.” 8-K filings are not an expensive file – better safe than sorry.
Some concrete 8-K trigger events:
- 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 defense should a non-public material information get a selective disclosure Charley horse. 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.