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You know those little errors in the securities laws — the cross-reference to a vacated rule or typographical error — that don’t actually matter because it’s clear what it’s supposed to mean, but they bother you anyway? If you, like me, have some of those pet peeves, Chair Gensler has a parting gift for you!

On Friday afternoon, the SEC issued this final rule release to “correct errors that are technical in nature, including typographical errors and erroneous cross-references in various Commission rules and forms.” What type of corrections, you ask? Well, as an example, one of my biggest pet peeves — because I think it did cause confusion — was addressed.

Paragraph (a) of Item 5.08 of Form 8-K (Shareholder Director Nominations) was restated as follows:

(a) Where a registrant is required to include shareholder director nominees in the registrant’s proxy materials pursuant to either an applicable state or foreign law provision, or a provision in the registrant’s governing documents, then the registrant is required to disclose the date by which a nominating shareholder or nominating shareholder group must submit the notice on Schedule 14N required pursuant to § 240.14a–18.

This removes the first sentence of Item 5.08(a), which read:

If the registrant did not hold an annual meeting the previous year, or if the date of this year’s annual meeting has been changed by more than 30 calendar days from the date of the previous year’s meeting, then the registrant is required to disclose the date by which a nominating shareholder or nominating shareholder group must submit the notice on Schedule 14N (§ 240.14n–101) required pursuant to § 240.14a–11(b)(10), which date shall be a reasonable time before the registrant mails its proxy materials for the meeting.

What is this talking about? Here’s a reminder from WilmerHale’s Keeping Current With Form 8-K:

Item 5.08 was adopted in connection with the SEC’s proxy access rules. The first sentence of Item 5.08(a) appears to be inoperative because it implements Rule 14a-11, which was vacated. However, the second sentence of Item 5.08(a) remains relevant, because it refers to Rule 14a18, which remains in effect. Rule 14a-18 applies to a company that is required, by state or foreign law or the company’s governing documents, to include shareholder director nominees in its proxy materials

So now it’s clear that an 8-K is to be filed under Item 5.08(a) within four business days after a company determines its anticipated meeting date if the company did not hold a prior year annual meeting or changed the annual meeting date by more than 30 calendar days from the previous year’s meeting AND is required to include shareholder director nominees in their proxy materials pursuant to state law, foreign law or the company’s governing documents (e.g., proxy access bylaw). This is helpful!

There were other fixes that were truly nits as well. Our more eagle-eyed members might appreciate these edits:

– Fixing the spelling of “indentures” in the heading of Item 601(b)(4) of Regulation S-K
– Replacing that errant “; and” with the appropriate period at the end of Item 5(a) of Part II of Form 10-Q

I’m curious! What’s your pet peeve error in the securities laws? Did it get fixed? Let me know at mervine@ccrcorp.com.

– Meredith Ervine