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 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, refusal or removal, the company must file the letter as an exhibit to the 8-K.

If a high-level executive officer—such as the chief executive officer, president, chief financial officer, chief accounting officer or chief operating officer—retires, resigns or is terminated, the company must disclose that fact.

The company also must disclose the appointment of any new director or high-level officers and briefly describe any related compensation arrangements. In addition, the company must disclose any changes to the compensation of current high-level officers.

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