February 29, 2024
Leap Day: Remember to Update Your Filing Calendar
Welcome to the 2024 Edition of Leap Day. It is always exciting to get a bonus day, and perhaps you’re marking the occasion with a time capsule or an energizing game of leapfrog. But it is also important to remember the impact that February 29th will have on your SEC filing calendar. Here’s a note from a member about the Leap Year deadline for forward incorporation by reference:
The deadline for forward incorporation by reference of information from a company’s definitive proxy or information statement into its previously-filed Form 10-K, which is 120 days after the end of the company’s fiscal year, falls one day earlier than usual in leap years, such as 2024. If the company isn’t going to be able to file its definitive proxy or information statement on or before the 120th day, it must amend its Form 10-K to include the Part III information omitted from the Form 10-K at the time the report was filed by filing a Form 10-K/A not later than the 120th day. The 120-day deadline cannot be extended by filing a Form 12b-25.
Because 2024 is a leap year, the 120th day after December 31, 2023 will be Monday, April 29, 2024, rather than April 30 (as it would be in other years). Failure to file the definitive proxy or information statement or a Form 10-K/A amendment to the Form 10-K within this period will result in the Form 10-K being untimely filed, which has a variety of consequences, including loss of eligibility to use Form S-3.
– Liz Dunshee