KMK Law Corporate & Securities Blog

On June 1, 2016, the Securities and Exchange Commission published an interim final amendment to implement Section 72001 of the Fixing America’s Surface Transportation Act (the “FAST Act”), permitting an issuer to submit a summary page on Form 10-K filings. The amendment adds new Item 16, which expressly allows an issuer, at its option, to include a summary in its Form 10-K filings, provided that each item on the summary page must include cross-references to related, more detailed information disclosed in the issuer’s Form 10-K.  

The SEC acknowledged that currently there is no ban on an issuer providing a voluntary summary page, but the Commission nevertheless added a new Item 16 to conform to the requirements of the FAST Act. Issuers may decide which items to summarize provided that each item in the summary must be presented fairly and accurately and includes a hyperlink to the detailed disclosure in the Form 10-K.

The summary may only contain information that is included in the Form 10-K at the time of filing. Therefore, issuers will not be permitted to summarize Part III information incorporated by reference from a to-be-filed proxy statement or information statement, but the summary would have to state that it omits this information because it will be incorporated by reference at a later time.       

The Commission explained that the FAST Act’s reference to a “summary page” does not necessarily imply a particular length, such as a single page. However, the Commission did state that the summary should be “brief” and that the amendment is “flexible” and “principles-based.” The interim rule also seeks public comment on eight specific questions about the usefulness of the summary, how it should be displayed on EDGAR, whether other information should be included, and whether other annual reporting forms should be altered in a similar manner.

The full release (Release No. 34-77969, June 1, 2016) can be found here.