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Corp Fin Revises Its New Form 8-K Interps - And a Redlined Version

By broc

Corp Fin Revises Its New Form 8-K Interps - And a Redlined Version

Yesterday, Corp Fin posted a revised version of its spanking new "Form 8-K Compliance and Disclosure Interpretations," so be sure to print out this revised version dated April 3rd. It looks like the Staff eliminated Intepretation 206.02, which conflicted with Question 106.04 (carrying over Question 25 of the '03 Non-GAAP Measures FAQs).

Thanks to Howard Dicker of Weil Gotshal, we have posted this Blacklined Version of the new Interps against the '04 FAQs. Note that it's "over-blacklined" because the exec comp questions were moved from Item 1.01 to 5.02. It's still helpful because the Staff tagged every Interp as "new" even though most aren't (a byproduct of the Staff deeming the Interps as their new brand of informal written guidance: the "Compliance and Disclosure Interpretations").

Note that to comprehensively understand the changes the Staff made to the 8-K interps, you actually need three redlines: one for the old Phone Interps, one for the '04 FAQs and one for the '03 Non-GAAP FAQs.

Broadridge's Latest E-Proxy Stats

In our "E-Proxy" Practice Area, we have posted the latest e-proxy statistics from Broadridge. As of February 29th:

- 103 companies have used voluntary e-proxy so far

- Size range of companies using e-proxy varies considerably; all shapes and sizes (eg. 36% had less than 10,000 shareholders)

- Bifurcation is not being used as much as I would have thought; of all shareholders for the companies using e-proxy, only 5% received paper initially instead of the "notice only"

- 0.70% of shareholders requested paper after receiving a notice

- 60% of companies using e-proxy had routine matters on their meeting agenda; another 32% had non-routine matters proposed by management; and 8% had non-routine matters proposed by shareholders. None were contested elections.

- Retail vote goes down dramatically using e-proxy (based on 80 meeting results); number of retail accounts voting drops from 19.2% to 4.6% (over a 75% drop) and number of retail shares voting drops from 30.1% to 23.3% (a 23% drop)

Our April Eminders is Posted!

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- Broc Romanek

Full post as published by The Corporate Counsel.net Blog on April 04, 2008 (boomark / email).