On June 1, 2016, the SEC issued an interim final rule to implement Section 72001 of the Fixing America’s Surface Transportation (FAST) Act, which requires the SEC to issue regulations to permit issuers to submit a summary page on Form 10–K, but only if each item on such summary page includes a cross-reference (by electronic link or otherwise) to the material contained in Form 10–K to which such item relates. The interim final rule amends Part IV of Form 10-K to add new Item 16, which will expressly allow a registrant, at its option, to include a summary in the Form 10-K. New Item 16 requires that each summary topic be hyperlinked to the related, more detailed disclosure item in the Form 10-K. The interim final rule does not prescribe the length of the summary (other than to state that the summary shall be brief), specify the Form 10-K disclosure items that should be covered by the summary, or dictate where the summary must appear in the Form 10-K. The SEC indicated that the amendment is principles-based and affords a registrant choosing to include a summary the flexibility to decide which items to summarize, as long as the information is presented fairly and accurately.
Registrants electing to prepare a Form 10-K summary that discusses information that is incorporated by reference into the Form 10-K and for which an exhibit is filed with the form must include a hyperlink from the summary to the discussion in the accompanying exhibit. In addition, a registrant choosing to include a summary will only be able to summarize information that is included in the Form 10-K at the time the form is filed, and will not have to file a Form 10-K amendment to summarize Part III information that is incorporated by reference from a proxy or information statement that will be filed after the date that the registrant files its Form 10-K. In that case, however, the registrant must indicate that the summary omits the Part III information.
The SEC also requested comments on the interim final rule, including the estimated number or percentage of registrants that are likely to include a summary in their Form 10-K.
The interim final rule is available at: https://www.sec.gov/rules/interim/2016/34-77969.pdf