Form 8-K

News & Analysis as of

Proxy Access – Week of May 10 – The Trend is Clear

During the week of May 10, 2015, 8-Ks were filed that disclosed 11 shareholder sponsored proxy access proposals passed and one failed. All required three percent ownership for three years and all were opposed by the company...more

Generic Pricing Investigations Expand: Par Is Subpoenaed and the OIG Launches Its Own Investigation

Since we last reported on the generic pricing investigations the investigations have expanded. Par Pharmaceutical Companies, Inc. disclosed in its March 13, 2015 Annual Report that it had received a December 5, 2014...more

Institutional Shareholder Voting Guidelines: How to Win a Proxy Fight Despite a "NO" Recommendation from ISS and/or Glass Lewis

There is no doubt that Institutional Shareholder Services ("ISS") and Glass Lewis, as advisors to institutional shareholders, have a significant impact on the level of shareholder support for a company's Say on Pay and...more

Proxy Access – Week of May 3

During the week of May 3, 2015, 8-Ks were filed that disclosed six shareholder sponsored proxy access proposals passed and three failed. All required three percent ownership for three years and all were opposed by the...more

Proxy Access — Week of April 26

During the week of April 26, 2015, 8-Ks were filed that disclosed two shareholder sponsored proxy access proposals passed and two failed. All required three percent ownership for three years and all were opposed by the...more

Proxy Access Week of April 19

During the week of April 19, 2015, 8-Ks were filed that disclosed two proxy access proposals passed and four failed. All required three percent ownership for three years and all were opposed by the company. Details are as...more

"Annual Meeting Proxy Statement Filing Reminders"

Following are a few points to consider when preparing proxy statement materials for filing with the U.S. Securities and Exchange Commission (SEC) in connection with annual shareholder meetings....more

Protections for CCOs from Wrongful Termination

This week the Houston Texans unceremoniously cut the franchise’s greatest player in its short history, receiver Andre Johnson. This was after his being hauled into the office of the head coach and being told that he would...more

Target Data Breach Price Tag: $252 Million and Counting

In a recently-released Form 8-K filing announcing fourth quarter and year-end financial results, Target Corporation reported that expenses incurred in 2014 relating to its 2013 data breach totaled over $191 million. Those...more

Desktop Reference Series: 8-K Filing Events 2015

Latham & Watkins has created the Form 8-K Filing Events and Periodic Report Filing Dates Desktop Reference Guide for 2015. Please see full Reference Guide below for more information....more

ISS Equity Plan Scorecard – First Results In

According to ISS, Emerson Electric (the Fergusson, Mo. – based electrical equipment manufacturer) was the first U.S. company to which ISS applied its new Equity Plan Scorecard policy....more

This Is One Form 8-K, You’ll Never Want To File

In a recently filed Form 8-K, an international money transmitter, Xoom Corporation, reported that been the victim of a criminal fraud. This was no small heist. According to company, over $30 million had been transferred to...more

NYSE to Make Late Filings Rule Applicable to Form 10-Q and Defective Filings

The NYSE proposes to amend its continued listing requirements in relation to the late filing of a company’s annual report with the SEC as set forth in Section 802.01E, or the Late Filer Rule, of the Listed Company Manual. As...more

SEC Sanctions 10 Companies for Disclosure Failures Surrounding Financing Deals and Stock Dilution

On November 5, the Securities and Exchange Commission announced enforcement actions against 10 companies for failing to make the required disclosures about financing deals and other unregistered sales that diluted their...more

SEC Snares 10 for 8-K Violations

The SEC settled actions with ten companies for alleged Form 8-K violations. The investigation centered on failure to file Form 8-K when shares of common stock are sold in transactions that are not registered with the SEC...more

Hospital Operator Reports 4.5 Million Patients’ Data Stolen in Cyberattack

The Tennessee-based acute-care hospital chain Community Health Systems, Inc. (CHS), reported on August 18 that information on approximately 4.5 million patients was stolen from the company. CHS is one of the largest hospital...more

I Find More Confusion On Tallying Votes

I recently came across the following vote tally in Item 5.07 of Form 8-K: - 73,197,209 votes for (28.9% of the voted shares) - 177,776,280 votes against (70.2% of the voted shares)... ...more

Federal Court Rules Boilermakers Didn’t Decide All Issues And Orders Company To File A Form 8-K

At first glance, the plaintiff’s position in Bushansky v. Armacost, 2014 U.S. Dist. LEXIS 88072 (N.D. Cal. June 25, 2014) seems a bit peculiar. The plaintiff had filed suit challenging Chevron Corporation’s adoption of an...more

If Fee-Shifting Bylaws Are Ever Put On Trial, This Case Should Be Exhibit A

Item 5.07(d) of Form 8-K requires issuers to disclose “the company’s decision in light of such vote as to how frequently the company will include a shareholder vote on the compensation of executives in its proxy materials...more

Notes From The 2114 Securities Law Conference

Courtesy of Professor Emmett Brown, I recently attended the 2114 Securities Law Conference and I must say that I was heartened by what I heard there and then. Here are some of my notes from the conference...more

Proposed $6.8M Fine Related to Puerto Rico Breach Incident

Triple-S Salud, Inc. (“Triple-S”), a Puerto Rico Health Insurance Administration (“PRHIA”) contractor, filed a Form 8-K indicating that the PRHIA intended to impose a civil monetary penalty of $6,768,000 and other...more

Risky Business: Target Discloses Data Breach and New Risk Factors in 8-K Filing… Kind Of

After Target Corporation’s (NYSE: TGT) net earnings dropped 46% in its fourth quarter compared to the same period last year, Target finally answered the 441 million dollar question – To 8-K, or not to 8-K? Target filed its...more

Desktop Reference Series: 8-K Filing Events 2014

Our 2014 update contains an enhanced presentation of Form 10-K and 10-Q filing deadlines by filer type and financial statement staleness dates for filers with fiscal years ending December 31. Please see full Chart below...more

To 8-K, or not to 8-K? For Target, that is indeed the question.

As anyone with a pulse and a computer, television or carrier pigeon knows, Target Corporation (NYSE: TGT) suffered a major data breach in December – the extent of which is still being uncovered – and pegs the latest number of...more

Disclosure Reform a Must

In a recent speech, Commissioner Gallagher provided another perspective on the need for the SEC to focus on disclosure reform. Gallagher acknowledges the importance of tackling disclosure reform, even amidst the challenges...more

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