This is a friendly reminder to our clients and friends that 2020 is a leap year, which means there is an extra day in the calendar: February 29, 2020.
Therefore, when updating your internal SEC reporting and proxy calendars, please keep this added day in mind. For example, instruction G(3) of Form 10-K provides that the information required by Part III (Items 10, 11, 12, 13 and 14) may be incorporated by reference from the registrant’s definitive proxy statement, if such definitive proxy statement is filed with the Commission no later than 120 days after the end of the fiscal year covered by the Form 10-K.
In typical years, that 120-day date is April 30 for December 31 fiscal year end companies. However, this year the cut-off date is Wednesday, April 29, 2020, as a result of leap day.
This always reminds me of an experience I had as a young SEC staffer when I had to call a registrant’s outside counsel and explain to the partner that the S-3 recently filed by their client couldn’t be declared effective because their proxy statement was filed on April 30 instead of April 29. As a result, the registrant couldn’t rely on instruction G(3) to incorporate the Part III information into their 10-K, and a 10-K amendment was now required in order to include this required Part III information. I’m sure that partner dreaded having to call his client and explain what happened—all because of leap year!