May 15, 2019

SEC Modifies 10-Q & 8-K Cover Pages (Again)

Yesterday, a couple of our sharp-eyed members alerted us to the fact that the SEC tweaked the cover pages of Form 10-Q & Form 8-K yet again over the past few days. The changes were made to bring these forms more closely in alignment with Form 10-K.  Here’s an excerpt from this Gibson Dunn blog with the skinny on the latest changes:

– In the Form 8-K, the table showing the “Title of each class,” “Trading Symbol(s),” and “Name of each exchange on which registered” appears immediately after the checkbox for “Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))”; and

– In the Form 10-Q, the table showing the “Title of each class,” “Trading Symbol(s),” and “Name of each exchange on which registered” appears immediately after the line “(Former name, former address and former fiscal year, if changed since last report).”

Here are the SEC’s updated versions of  Form 10-Q & Form 8-K. You can find the Word version of the Form 10-Q cover page in our “Form 10-Q” Practice Area, and the Word version of the Form 8-K cover page in our “Form 8-K” Practice Area.

Staggered Boards: Investors Still Want Them Gone

Remember waaay back on Monday when I blogged about how staggered boards are now good again? Yeah, well, investors don’t appear inclined to agree.  You don’t have to take my word for it – this Corporate Secretary article says that you can just ask Kellogg’s:

Kellogg Company shareholders have backed a move to introduce annual elections for directors but will have to vote for additional measures if the change is to be implemented – a hurdle they have not overcome at a previous attempt. The vote took place at the Kellogg AGM held late last month in Battle Creek, Michigan. Specifically, the proposal called on the company’s board to reorganize itself into one class with each director subject to election every year.

The hurdle referenced in the article is a clause requiring a charter amendment to remove the staggered board to be approved by 2/3rds of the outstanding shares – and that supermajority vote requirement has thwarted previous attempts to undo these provisions.

Corporate Governance: Wait, Nobody Said Anything About a Test!

For me, the best part of passing the bar examination was the knowledge that I’d never have to take another test again in my life.  That’s why it was disheartening to learn that I just might have to take another one in the highly unlikely event that a public company someday wants to consider adding me to its board.

That’s because this fall, the NACD plans to roll out a voluntary certification program for board members, and it includes a certification exam.  Don’t expect it to be quite as easy as the written exam you took when you got your driver’s license – the test has been designed by a committee whose members include a former Delaware Supreme Court Justice, a former SEC general counsel, & a former head of the FASB.

UCLA’s Prof. Stephen Bainbridge wants to sign up for the exam.  He was a year ahead of me in law school and was an editor of the Law Review.  On the other hand, I was one of those people who will be eternally grateful for UVA’s “B mean” grading policy.  I’m guessing he probably wouldn’t even have to study for it.  Me?  Well, if I ever do have to take it, let’s just say that I hope it’s open book & there’s some kind of prep course.

John Jenkins