The four business days: how fast a company must disclose a CFO change, and what an amended 8-K is

A US public company has four business days to report a change in its principal financial officer on Form 8-K. The clock starts at the event, not at the press release, and it has one exception for appointments. When something the filing should contain is not settled in time, the company files the 8-K and then an amendment, marked 8-K/A.

The rule

General Instruction B.1 of Form 8-K sets the deadline for every item that does not set its own: "Unless otherwise specified, a report is to be filed or furnished within four business days after occurrence of the event."

Item 5.02 does not specify otherwise for a departure, so a CFO's resignation, retirement or termination from the position is due within four business days after it occurs. For the purpose of the item, the event is the one paragraph (b) names: the officer "retires, resigns or is terminated from that position." A filing can report a decision or a notice given on one day that takes effect on a later day; the filing states which date is which.

Counting the days

The day of the event is not one of the four. The count begins the next business day.

• An event on a Monday gives Tuesday, Wednesday, Thursday and Friday. The report is due by Friday.
• An event on a Wednesday gives Thursday, Friday, the next Monday and the next Tuesday. The report is due by that Tuesday.

Weekends and holidays have their own sentence: "If the event occurs on a Saturday, Sunday or holiday on which the Commission is not open for business, then the four business day period shall begin to run on, and include, the first business day thereafter."

• An event on a Saturday starts the count on Monday, and Monday counts. The report is due by Thursday.

A holiday on which the SEC is closed inside the window is not a business day, which pushes the deadline back by a day.

The filing date itself is set by Rule 13 of Regulation S-T. A filing received on a business day is dated that day if it meets the requirements, and a filing by direct transmission that starts after the evening cutoff the rule sets is "deemed filed as of the next business day." EDGAR's filing index shows the date that results.

The appointment exception

Item 5.02(c) has an Instruction that changes the start for appointments only: "If the registrant intends to make a public announcement of the appointment other than by means of a report on Form 8-K, the registrant may delay filing the Form 8-K containing the disclosures required by this Item 5.02(c) until the day on which the registrant otherwise makes public announcement of the appointment of such officer."

Two things follow:

• A company that decides on a new CFO but plans a press release may hold the 8-K until the day of the release.
• On that day the 8-K is due. The Instruction moves the filing to the announcement day; it does not add four more business days after it.

There is no such exception for a departure.

Already reported

General Instruction B.3 says a company "need not make an additional report of the information on this Form" if it "previously has reported substantially the same information." Rule 12b-2 defines "previously reported" to cover, among other things, a report under section 13 or section 15(d) of the Exchange Act. So a CFO change that a company already reported in another such filing does not have to be reported again in an 8-K.

When an amendment is required

An 8-K/A is an amendment to an earlier 8-K. Rule 12b-15 says amendments "must be filed under cover of the form amended," marked with the letter A "to designate the document as an amendment." They "must set forth the complete text of each item as amended" and "must be numbered sequentially."

For CFO changes, the instruction that most often calls for an amendment is Instruction 2 to Item 5.02: "To the extent that any information called for in Item 5.02(c)(3) or Item 5.02(d)(3) or Item 5.02(d)(4) is not determined or is unavailable at the time of the required filing," the company must say so in the filing "and then must file an amendment to its Form 8-K filing under this Item 5.02 containing such information within four business days after the information is determined or becomes available."

Item 5.02(c)(3) is the new officer's pay: "a brief description of any material plan, contract or arrangement" made in connection with the appointment. So the common pattern is:

• an 8-K that names the new CFO, gives the appointment date and background, and says the compensation terms have not been determined;
• an 8-K/A, within four business days after the terms are set, that describes them.

A company may also amend an 8-K to correct it or add something it chose to report. The amendment shows the whole item as amended, so read it against the original to see what changed.

What CFO Tribune records

Each move on the record carries the filing date from EDGAR and the effective date the filing gives, at the precision the filing gives it: a day, a month, or not established when the filing ties the date to a later event. The two often differ. On the record, 183 moves were filed before the change took effect, 48% of the moves where both days are known. A further 4 moves have an effective date the filing gives only to the month.

An 8-K/A that only adds pay terms does not create a new move. An amendment that changes a fact the record shows, such as the effective date or the officer's title, is grounds for a correction to the record. The corrections page explains how corrections are made.

The record does not compute a filing's lateness. The event date in a filing is not always the trigger the rule counts from, and the record does not second-guess which date the company used. You can see both dates, and the filing, on every record on the moves page and in the open data.