SEC Amends Form 10-K


The Securities and Exchange Commission today announced it has approved an interim final rule that allows Form 10-K filers to provide a summary of business and financial information contained in the annual report.  The rule implements a provision of the Fixing America’s Surface Transportation (FAST) Act.

The interim final rule provides filers with flexibility in preparing the summary and those opting to provide it must include hyperlinks to the related, more detailed disclosure in the Form 10-K.  It also requests comment on whether the rule should include specific requirements or guidance for the form and content of the summary and whether the rules should be expanded to include other annual reporting forms.

The Commission recently adopted rules to revise Forms S-1 and F-1 to permit emerging growth companies to omit certain historical financial information from registration statements provided that all required financial information is included at the time of the offering.  The Commission also adopted rules to reflect statutory changes to the 12(g) thresholds for registration, termination of registration and suspension of reporting for savings and loan holding companies.

The FAST Act, enacted in December 2015, includes several provisions related to the federal securities laws.  Some of the provisions are self-executing and others require Commission rulemaking or study.

The rule will become effective when published in the Federal Register and the public comment period will remain open for 30 days.