Other Lead: Apart from annual and quarterly reporting requirements, public companies are obligated to report non-scheduled major and material events relevant to shareholders on a "current" basis.
Reporting Matters Relevant to Shareholders In A Timely Fashion 8-K Triggering Events, And that Require a Form 8-K Filing
The following is a general overview of SEC Form 8-K and is not legal or business advice, and nor should you consider it as such. Requirements for 8-K filings differ from case to case. You should not act upon any information shared in this article without seeking professional advice from a licensed lawyer and/or accounting professional directly hired by you. If you need help preparing or filing a Form 8-K, please contact us here.
8-K Triggering Events: What They Are And When You Should File Them
For the most part, 8-K reporting requirements for a publicly traded company are pretty straight-forward:
THIS COULD ALSO USE A "3 THINGS TO KEEP IN MIND" LEAD
Issuers must report all non-scheduled major and material events that are relevant to shareholders on a "current" basis.
Essentially, any event that has a significant impact on the company — such as a lawsuit...a change in officers or directors...a new acquisition...bankruptcy proceedings, etc...must be reported to the SEC within 4 days.
There Are 9 Major Events That
Trigger An 8-K Filing
While this is by no means a complete list (you should contact a securities professional if you have questions), here are the 9 most common triggering events that obligate a securities issuer to file an 8-K:
1. Change in Registrant's Business and Operations — including entry
into definitive material agreements (or the termination thereof)...bankruptcy proceedings...mine shutdowns, safety issues, and/or violation patterns.
2. Financial Information — Related to any New Acquisition or Disposition of Assets...Results of Operations and Financial Condition...New Financial
Obligation or off-balance-sheet arrangement...a financial obligation
Triggering Event...Costs Associated with Exit or Disposal Activities...and
3. Securities and Trading Markets — Notice of Delisting or Failure to
Satisfy a listing rule or standard...Transfer of Listing...Unregistered Sales of Equitable Securities...Material Modification to Rights of Security Holders.
4. Matters Related to Accountants and Financial Statements — Such as
Changes in Registrant's Certifying Accountant...Non-Reliance on Previously
Issued Financial Statements or Related Audit Report...or any Completed
5. Corporate Governance and Management — Changes in control of
registrant...Departure of Directors or Officers; Election of Directors;
Appointment of Officers; Compensatory Arrangements of Certain
Officers...Change in fiscal year or amendments to Articles of Incorporation
or Bylaws...Temporary Suspension of Trading under registrant's employee
benefit plans...Amendment to Code of Ethics or Waiver of a Provision of the
Code of Ethics...Change in Shell Company Status...Submission of Matters
to a Vote of Security Holders.
6. Asset-Backed Securities — ABS Informational and Computational
Material...Change of Servicer or Trustee...Change in Credit Enhancement or
Other External Support...Failure to Make a Required Distribution...A
Securities Act Updating Disclosure.
7. Regulation FD — See "Full Disclosure" Regulations here >>
8. Other Events — Those events not specifically called for by Form 8-K that
the registrant considers important to security holders.
9. Financial Statements and Exhibits — Any changes to previously filed
financial statements or Exhibits. (is this correct?).
See a full list of 8-k trigger events here>>
Important: 8-K events related to category #7 (Regulation FD), and category #8 (Other events) may require an earlier due-date for filing.
Issuers should always consult with a professional service provider regarding any SEC compliance-related questions.
In a nutshell...any event that has a material impact on the company, and/or entails structural change to the company's bylaws, debt structuring parameters, or equity distribution, must be reported to the SEC using a Form 8-K — Within 4 days or less of the event taking place.
As always, whenever an issuer has a question or concern about a regulatory or compliance issue, it is important they consult an experienced professional.
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