Changes made by SEC release 33-8732

• S-K 401(h),(i) and (j) deleted

• Audit committee financial expert
• Audit committee members
• Director nomination procedures

• Items revised and consolidated under new S-K 407

Rule

• Note Instructions
• Provide specified information about
  each director and director nominee
• Describe any arrangement re: such person's selection

Rule

• Note Instructions
• Provide specified information about each executive officer
• Describe any arrangement re: such person's selection

SEC FAQs: 

Rule

• Treats significant employees as if executive officers,
  per S-K 401(b)
• Note exception

SEC FAQs: 

Rule

• Describe any family relationship between any director, executive officer, or nominee thereto

SEC FAQs:

S-K 401(e)(1)  Background

• Applies to directors, executive officer, nominees,
  significant employees
• Provide specified information

S-K 401(e)(2)  Directorships

• Other directorships held by directors and nominees

SEC FAQs:  

Rule

• Five year look-back
• Events that are "material to an evaluation of
  the ability or integrity of ..."
• Covers:

• Bankruptcy
• Criminal proceedings
• Enjoined from engaging in specified financial businesses
• Civil securities law violations
• Civil or CFTC commodities law violations

SEC FAQs:

SEC Releases

• Proposal release 33-7106 1994

• Would have expanded types of legal proceedings
  required to be disclosed
• Would have increased look-back to ten years

Rule

• Identify promoters and control persons

• Promoters defined
• Control defined
• Person defined

Schedule 14A

10-K

• Only required if definitive proxy statement not filed within 120 days of fiscal year end
• May be incorporated by reference from prior filings in certain registration statements (e.g., S-3; short-form S-4)

8-K

Form 10

S-1

S-3

S-4

S-11

Rules deleted by SEC release 33-8732  2006

• Items revised and consolidated under new S-K 407
• S-K 401(h) - Audit committee financial expert

• Rule
• Required disclosures about financial experts
  serving on audit committee
• See Financial Experts
• Audit committee members
• Director nomination procedures

• S-K 401(i) - Audit committee members

• Rule
• Required disclosures about financial experts
  serving on audit committee
• Director nomination procedures

• S-K 401(j) - Director Nomination Procedures

• Rule
• Required disclosures about director nomination procedures
• See Nominating Committees

S-K Index