On November 2, 2016, the Securities and Exchange Commission (“SEC”) published new guidance in the form of a Compliance and Disclosure Interpretation (“C&DI”) on the requirement that registrants submit copies of their annual report to the SEC for information purposes.[1] Specifically, under the new guidance, a company may satisfy the requirement by posting an electronic version of its annual report on its website “by the dates specified in Rule 14a-3(c) [the date the annual report is sent to shareholders], 14c-3(b) [the annual report must precede or accompany proxy materials] and Form 10-K respectively, in lieu of mailing paper copies or submitting it on EDGAR,” so long as the report remains available on the company’s website for at least one year.
Rule 14a-3(c) and Rule 14c-3(b) under the Securities Exchange Act of 1934 require registrants to mail to the SEC, “solely for its information,” seven copies of the annual report sent to security holders. Similarly, Form 10-K requires certain Section 15(d) registrants to furnish to the SEC “solely for its information” four copies of “[a]ny annual report to security holders covering the registrant’s last fiscal year.” In its recent C&DI, the SEC clarifies that registrants may satisfy these requirements “by means other than physical delivery or electronic delivery” to the SEC.
With respect to compliance with NYSE Rule 402, note that the NYSE does not consider annual reports to be part of the proxy materials so they do not have to be sent to the NYSE.
[1] See Securities and Exchange Commission Division of Corporation Finance, Compliance & Disclosure Interpretation, “Proxy Rules and Schedule 14A (Regarding Submission of Annual Reports to SEC under Rules 14a‑3(c) and 14c-3(b))” (Nov. 2, 2016).
KMK Law articles and blog posts are intended to bring attention to developments in the law and are not intended as legal advice for any particular client or any particular situation. The laws/regulations and interpretations thereof are evolving and subject to change. Although we will attempt to update articles/blog posts for material changes, the article/post may not reflect changes in laws/regulations or guidance issued after the date the article/post was published. Please consult with counsel of your choice regarding any specific questions you may have.
ADVERTISING MATERIAL.
© 2021 Keating Muething & Klekamp PLL. All Rights Reserved
- Partner
Jim Kennedy practices in the Business Representation & Transactions Group. The focus of his practice is corporate, securities, and financing law, where he has extensive experience in mergers, acquisitions and ...
Topics/Tags
Select- Securities Law
- SEC
- Tax Planning
- Corporate Tax
- Coronavirus
- Securities Regulation
- Nasdaq
- Taxation
- Corporate Law
- Paycheck Protection Program
- Private Offerings
- IRS
- Dodd-Frank
- Proxy Access Rules
- Securities Litigation
- FAST Act
- JOBS Act
- Cryptocurrency
- Cybersecurity and Privacy Law
- SEC Enforcement
- Hedging
- Crowdfunding
- Consumer Protection Act
- Ohio LLC Act
- Corporate Governance
- Real Estate Law
- Intellectual Property
- Technology
- Emerging Growth Companies
- Investors
- Conflict Minerals
- Opportunity Zone
- LIBOR
- Pay Ratio Disclosure
- Whistleblower
- Mergers & Acquisitions
- Accredited Investors
- Sales Tax
- United States Supreme Court
- Online Trading Platforms
- Litigation
- IPO
- Registration Statement
- Annual Reports
- Executive Compensation
- Health Care Act
- Ohio Foreclosure Reform
- Family-Controlled Entities
- Gift and Estate Transfers
- Director Compensation
- Board of Directors
- Director Independence
- Wall Street Reform
- Clawback Rules
- Total Shareholder Return
- Cyber Insurance
- Data Breach
- Lenders
- Receivership Statute
- Regulation A
- Regulation D
- Business Process Improvement
- Employer Policies
- Employment Litigation
- Labor & Employment Law
- Labor Law
- Sixth Circuit
- Compensation Committee Certification
- Government Shutdown
- CDEs
- CDFI Fund
- Community Development Entities
- Community Development Financial Institutions Fund
- New Markets Tax Credit
- NMTC
- NMTC Financing
- Regulation Fair Disclosure
- Social Media
- Marketing
- Benefits
- Healthcare Reform
- Public Company Transition Rules
- Employment Incentives
- HIRE Act
- Social Security Tax
- Tax Credit
Recent Posts
- Stimulus Package Reverses IRS’s Position on Deductibility of PPP Expenses and Other Loan Forgiveness Issues
- Nasdaq Proposes New Listing Rules to Advance Board Diversity: Comply or Explain
- More Disclosure Modernization: SEC Adopts Significant Amendments to Financial Disclosure Rules
- SEC Eases Limits and Rules on Private Offerings
- SEC Proposes Conditional Exemption for "Finders" Involved in Capital Raising
- Ohio Adopts Protections for Ohio Businesses from Coronavirus - Related Lawsuits
- SEC Scales Back Financial Disclosures for Business Combinations
- State of Ohio Issues Urgent Health Advisory and Partial Rescission of “Stay at Home” Order
- SEC Adopts Temporary Rules to Expedite Regulation Crowdfunding Offerings Amid COVID-19 Pandemic
- Treasury Releases PPP Loan Forgiveness Application