Earlier this month, the SEC Staff issued welcome guidance to public companies that have previously been required to send courtesy copies of annual reports to the SEC Staff each year pursuant to the proxy rules. The new C&DI is repeated below:
Question: Exchange Act Rule 14a-3(c) and Rule 14c-3(b) require registrants to mail seven copies of the annual report sent to security holders to the Commission “solely for its information.” A similar provision in Form 10-K requires certain Section 15(d) registrants to furnish to the Commission “for its information” four copies of any annual report to security holders. Can a registrant satisfy these requirements by means other than physical delivery or electronic delivery pursuant to Rule 101(b)(1) of Regulation S-T?
Answer: Yes. The Division will not object if a company posts an electronic version of its annual report to its corporate website by the dates specified in Rule 14a-3(c), Rule 14c-3(b) and Form 10-K respectively, in lieu of mailing paper copies or submitting it on EDGAR. If the report remains accessible for at least one year after posting, the staff will consider it available for its information.
As a sidebar, I recall during my time on the Staff when the glossy annual reports received from registrants would get thrown into the large metallic filing cabinets of our disclosure office. When legal reviews of 10-Ks became a routine occurrence after the financial crisis, we began organizing them alphabetically and I used the annual report to have a clean hard copy of the 10-K as many of the registrants used a 10-K wrap. I guess Staffers will now have to print off the 10-K when a review is required.