Category: Investor Definitions

Under this item, a company must file certain financial statements and list the exhibits that it has filed as part of the 8-K. For example, if a company discloses in Item 2.01 that it has acquired a business, Item 9.01 would require the company to provide the financial statements of the business acquired in the… Continue reading Item 9.01 – Financial Statements and Exhibits | 8-K Explained

This is the place where companies may report anything that they believe is important but is not specifically required elsewhere in the 8-K.

The purpose of Regulation FD—for “fair disclosure”—is to prevent companies from selectively disclosing material, non-public information. Regulation FD is intended to level the playing field: companies generally must give material information to the public at the same time they provide it to others, such as securities market professionals. Companies may submit an 8-K under this… Continue reading Item 7.01 – Regulation FD | 8-K Explained

Within four business days of the end of an annual or special meeting, companies must file the results of shareholder votes in director elections and on all other matters put to a vote. If the company is only able to report preliminary results at that time, it must file an amended 8-K to report the… Continue reading Item 5.07 – Submission of Matters to a Vote of Security Holders | 8-K Explained

Companies must generally report changes to their code of ethics that apply to the chief executive officer, chief financial officer, chief accounting officer or controller, or others performing similar functions. The company also must disclose any waivers granted to any of these persons. Many investors consider ethics waivers to be a red flag. Please note… Continue reading Item 5.05 – Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics | 8-K Explained

This item generally requires disclosure if a company amends its articles of incorporation or bylaws, or changes its fiscal year, unless the company already disclosed the proposed amendment or fiscal year change in a proxy statement or information statement. Companies that issue only debt securities are typically not required to comply with this item.

If a board member resigns or refuses to stand for reelection because of a disagreement with the company relating to the company’s operations, policies or practices, or a director is removed for cause from the board, the company must briefly describe the circumstances of the disagreement. If the director provides a letter regarding her resignation,… Continue reading Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 8-K Explained

If there is a change of control of the company, the company must identify the persons who have acquired control and the percentage of voting securities that they beneficially own, as well as any arrangements between the old and new control groups regarding the election of directors or other matters.

This item requires disclosure if the company believes that previously issued financial statements should not be relied upon because of an error in the statements. Disclosure is also required if the auditor believes that its previously issued audit reports or interim reviews on financial statements should not be relied upon. In both cases, the company… Continue reading Item 4.02 – Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 8-K Explained

Companies must disclose if they dismiss their independent auditor, if the auditor resigns or declines to stand for re-appointment, and if the company hires a new auditor. A change of auditors is sometimes, but not always, a cause for concern. It depends on the reasons for the change. The following circumstances are widely seen as… Continue reading Item 4.01 – Changes in Registrant’s Certifying Accountant | 8-K Explained