In 2006, in connection with various revisions to Form 8-K adopted by the Securities and Exchange Commission, Dykema prepared and circulated a chart summarizing the disclosure requirements under Form 8-K. This chart has been modified several times since then, most recently in April 2010, as changes have occurred.
Following this memorandum is the latest version of our chart, updated as of October 1, 2011. In addition to various editorial changes, we have added a section corresponding to new Item 5.08, which requires a company that is required to include shareholder director nominees in its proxy materials pursuant to either an applicable state or foreign law provision, or a provision in its governing documents, to disclose the date by which a nominating shareholder or group must submit the notice required by new Schedule 14N if the annual meeting date is changed by more than 30 days from the prior year. The chart also reflects changes to Item 5.07 specifying the necessary disclosure for the results of the frequency of say on pay advisory votes, as well as disclosure of the company’s determination with regard to how often it will hold a say on pay vote. The chart also contains a web address for the SEC Division of Corporation Finance Staff's lengthy set of Compliance and Disclosure Interpretations regarding Form 8-K. These interpretations often provide helpful guidance as to the requirements of Form 8-K.
To view the chart, click here.