Kayla E. Klos

Kayla E. Klos

  716.844.3751

  kklos@hselaw.com

Siddharth Bahl

Siddharth Bahl

  585.231.1484

  sbahl@hselaw.com

On June 3, 2022, the Securities and Exchange Commission (the “SEC”) adopted amendments that eliminate certain paper filings and instead require electronic filings via the EDGAR system. When the rules are effective, public companies will be required to electronically file their “Glossy” Annual Reports (in pdf form), Form 144 notices, and Form 11-K annual reports (including all required Inline XBRL for the financial statements and accompanying notes).

For most companies that already post a pdf of their “Glossy” Annual Report, this filing requirement will add a simple step to their annual meeting process. Companies using the “notice and access” model for distribution of their proxy materials should note that they will still be required to publish the “Glossy” Annual Report on a website other than the SEC’s EDGAR website.

The SEC will be providing a fillable online form for Form 144 notices, and companies should consider implementing procedural changes to ensure such notices are timely prepared and filed. Companies and others who file such notices should ensure in advance that they have active EDGAR codes for any person who may be required to file a Form 144 notice.

The new rules generally become effective 30 days after publication in the Federal Register. There is an additional six-month transition period for electronic filings of “Glossy” Annual Reports and Form 11-K annual reports (with an additional three years for compliance with Inline XBRL requirements). As a result, “Glossy” Annual Reports are expected to be electronically filed for the 2023 proxy season. Electronic filing of Form 144 notices will be required six months after the publication in the Federal Register of the SEC’s release that adopts the new version of the EDGAR Filer Manual addressing electronic filings of Form 144  (currently expected in September 2022) which will allow time for companies and others to implement any needed procedural changes.

The SEC’s public statement announcing the approval of the new rules is available here and the final rule is available here.

If you have any questions about these rules, please contact a member of Harter Secrest & Emery’s Securities and Capital Markets group at 585.232.6500 or 716.853.1616.


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