A company has just released its quarterly earnings.

Investor Bulletin: 
How to Read an 8-K 
A company has just released its quarterly earnings.  
Another company has auditor news that could raise a 
red flag, and a third company is filing for bankruptcy.  
Where can you find more facts?  Information about 
these events and many more are found in a document 
called a current report on Form 8-K. 
Form 8-K provides investors with current information 
to enable them to make informed decisions.  The 
types of information required to be disclosed on 
Form 8-K are generally considered to be “material.”  
That means that, in general, there is a substantial 
likelihood that a reasonable investor would consider 
the information important in making an investment 
decision.   
Companies typically provide a number of 8-Ks 
throughout the year, whenever significant corporate 
events take place that trigger a disclosure.  Companies 
must file 8-Ks promptly, rather than waiting until 
their next periodic report, such as the quarterly 
report (on Form 10-Q) or annual report (on Form 
10-K).  Companies are required to make most 8-K 
disclosures within four business days of the triggering 
event and in some cases even earlier.  The public can 
find 8-Ks on the SEC’s EDGAR website, available 
at www.sec.gov/edgar/searchedgar/companysearch.
html.  Please see Additional  Information at the end of 
this Investor Bulletin for more information on how to 
use EDGAR.  
The rest of this Investor Bulletin highlights a number 
of 8-K disclosures that investors may find particularly 
relevant, including some red flags for investors.  This 
Investor Bulletin does not discuss all required 8-K 
disclosures. 
 
Highlights of Disclosure Items in  
Form 8-K 
Item 1.01 – Entry into a Material Definitive 
Agreement
This item requires disclosure of certain material 
agreements not made in the ordinary course of 
business, or material amendments to those agreements.  
For example, if a company takes out a five-year loan 
with a bank or signs a long-term lease, and the loan or 
lease is material to the company, the agreement must 
be reported here.  But if a retailer already has a chain 
of stores and signs a lease for one more, the new lease 
generally would be in the ordinary course of business 
and would not be reported here.   
Item 1.02 – Termination of a Material Definitive 
Agreement
Under this item, a company generally must disclose 
the termination of a material agreement.  If the 
agreement simply expires according to its terms, 
that termination would not need to be reported on 
Form 8-K.  For example, if a widget company made 
Investor Assistance (800) 732-0330
       www
.investor.gov
1

Investor Assistance (800) 732-0330
most of its sales under a long-term supply agreement 
with one significant customer, and that customer 
terminates the agreement prior to the date on which 
it would otherwise expire, that event would need to be 
reported under this item. 
 
Item 1.03 – Bankruptcy or Receivership
If a company becomes the subject of a bankruptcy 
or receivership court filing, that must be disclosed.  
Future 8-Ks may outline the company’s plan for 
reorganization (under Chapter 11) or liquidation 
(under Chapter 7) and the court’s confirmation of 
the plan.  Investors should look at the reorganization 
plan for information about whether the company’s 
common stock is likely to be canceled and when the 
company expects to emerge from bankruptcy. 
 
Item 2.01 – Completion of Acquisition or 
Disposition of Assets
If a company acquires or disposes of a significant 
amount of assets, the company must file an 8-K to 
describe the terms of the transaction.  Examples 
include buying or merging with another company, or 
selling a business unit.  A company that is no longer 
a “shell company” as a result of a merger would also 
use this item to provide investors with comprehensive 
information about the other merging company.  A 
shell company is a company that either has little or no 
operations or has little or no assets other than cash and 
cash equivalents. 
 
Item 2.02 – Results of Operations and Financial 
Condition
Many companies announce their quarterly and annual 
results simultaneously in a press release and an 8-K 
(which includes the press release as an exhibit).  The 
documents often include an announcement that the 
company will hold a conference call (sometimes called 
an analyst or earnings call) shortly after the release 
to discuss the results.  The financial disclosures in the 
8-K typically summarize the full financial statements, 
which will appear later in the company’s quarterly 
report (on Form 10-Q) or annual report (on Form 
10-K).   
Item 2.03 – Creation of a Direct Financial 
Obligation or an Obligation under an Off-Balance 
Sheet Arrangement of a Registrant
The basic terms of material financial obligations 
that the company takes on must be reported.  These 
financial obligations include any long-term debt, 
capital or operating lease, and short-term debt outside 
the ordinary course of business.  This item also requires 
disclosure of material financial obligations, whether 
direct or contingent, that arise out of off-balance sheet 
arrangements. 
 
Item 2.04  – Triggering  Events That  Accelerate 
or Increase a Direct Financial Obligation or 
an Obligation under an Off-Balance Sheet 
Arrangement
Defaults on loans or other events that trigger the 
acceleration or increase of a financial obligation must 
be disclosed in an 8-K if the consequences of the 
event are material to the company.  For example, if a 
company defaults on a loan, its creditors typically have 
the right to demand immediate payment of the entire 
amount owed.  In such a case, if immediate repayment 
would be material, the company must disclose the 
amount to be repaid, the repayment terms and other 
financial obligations that might have to be repaid on an 
accelerated basis as a result of the initial default.  Cross-
default provisions may allow other creditors to demand 
immediate repayment of amounts owed to them. 
 
Item 2.05 – Costs Associated with Exit or 
Disposal Activities
This item requires disclosure of restructuring plans 
under which the company will incur material 
charges.  For example, the 8-K may report the 
company’s decision to close some of its plants or 
stores or to lay off workers.  The company also must 
disclose its estimates of the costs involved, once it is 
able to determine them.  These costs could include, 
for example, total severance benefits for all laid-off 
employees. 
Item 2.06 – Material Impairments
A company must disclose certain material write-
downs (also called impairments) in an 8-K.  (If the 
company determines the impairment when routinely 
preparing its financial statements for its periodic 
 www.investor.gov
2

report, the company may make the disclosure in the 
periodic report rather than in an 8-K.)   A write-
down may occur when a company significantly lowers 
its estimate of the value of certain assets, such as the 
value of its brand or of a business it has acquired.  
The write-down hits the financial statements in two 
places—as a decrease in assets on the balance sheet and 
as an expense on the income statement. 
 
Item 3.01 – Notice of Delisting or Failure to 
Satisfy a Continued Listing Rule or Standard; 
Transfer of Listing
If a stock exchange notifies a company that it no 
longer satisfies the requirements for continued 
listing, this must be disclosed.  For example, the 
stock may have been trading below the minimum 
price requirement for a certain period of time.  The 
company may have a grace period to return to 
compliance, and will have to disclose any steps it 
intends to take to avoid delisting.   
 
Item 3.02 – Unregistered Sales of Equity 
Securities
Private sales of securities exceeding 1 percent of 
a company’s outstanding shares of that class (or 5 
percent for smaller reporting companies) would be 
reported under this item.  Public offerings registered 
with the SEC need not be disclosed under this item.  
Investors can use the information provided under this 
item to determine the amount of capital raised by 
the company as well as the potential dilutive effect of 
reported private sales. 
 
Item 3.03 – Material Modification to Rights of 
Security Holders
Under this item, companies must disclose material 
changes to instruments that define the rights 
of shareholders (such as a company’s governing 
documents) or material limitations on the rights 
of security holders that result from the issuance or 
modification of another class of securities.  Examples 
of such changes could include loan terms restricting 
dividend payments, the adoption of an antitakeover 
device or the issuance of preferred stock.  
 
Item 4.01 – Changes in Registrant’s Certifying 
Accountant
Companies must disclose if they dismiss their 
independent auditor, if the auditor resigns or declines 
to stand for re-appointment, and if the company hires 
a new auditor.   
A change of auditors is sometimes, but not always, a 
cause for concern.  It depends on the reasons for the 
change.  The following circumstances are widely seen 
as red flags, and companies must disclose them if they 
occurred over the previous two fiscal years.  
 
First, companies must disclose whether the departing 
auditor gave an adverse or qualified opinion on the 
company’s financial statements.  These indicate that the 
financial statements are not prepared in conformity 
with generally accepted accounting principles.  
Second, the company must report certain 
disagreements it had with its departing auditor over 
accounting principles or practices, financial statements, 
or the scope or procedure of the audit.   
Third, whether or not it led to a disagreement 
between the company and its auditor, companies must 
disclose whether its former auditor advised it that: 
•	the necessary internal controls to prepare 
reliable financial statements do not exist,
•	the auditor can no longer rely on 
management’s representations or is unwilling 
to be associated with the financial statements 
prepared by management,
•	the auditor believed it should further 
investigate a matter or significantly expand the 
scope of its audit, and the auditor did not do 
so, or
•	the auditor has found new information that 
materially impacts the fairness or reliability of 
current or prior financial statements, and the 
issue has not been resolved to the auditor’s 
satisfaction.
2
 www.investor.gov
Investor Assistance (800) 732-0330
3

Item 4.02 – Non-R
eliance on Previously Issued 
Financial Statements or a Related Audit Report 
or Completed Interim Review
This item requires disclosure if the company believes 
that previously issued financial statements should not 
be relied upon because of an error in the statements.  
Disclosure is also required if the auditor believes that 
its previously issued audit reports or interim reviews 
on financial statements should not be relied upon.  In 
both cases, the company also must disclose whether its 
audit committee, full board or authorized executive 
officers have discussed these matters with its auditor.  
Investors should pay attention to these disclosures, 
which could affect the company’s previously reported 
earnings.  Companies generally restate their financial 
statements after the 8-K disclosure.  The restatement 
could come at a much later date.
Item 5.01 – Changes in Control of Registrant
If there is a change of control of the company, the 
company must identify the persons who have acquired 
control and the percentage of voting securities that 
they beneficially own, as well as any arrangements 
between the old and new control groups regarding the 
election of directors or other matters. 
 
Item 5.02 – Departure of Directors or Certain 
Officers; Election of Directors; Appointment of 
Certain Officers; Compensatory Arrangements 
of Certain Officers 
If a board member resigns or refuses to stand for re-
election because of a disagreement with the company 
relating to the company’s operations, policies or 
practices, or a director is removed for cause from 
the board, the company must briefly describe the 
circumstances of the disagreement.  If the director 
provides a letter regarding her resignation, refusal or 
removal, the company must file the letter as an exhibit 
to the 8-K.   
If a high-level executive officer—such as the chief 
executive officer, president, chief financial officer, chief 
accounting officer or chief operating officer—retires, 
resigns or is terminated, the company must disclose 
that fact.  
The company also must disclose the appointment of 
any new director or high-level officers and briefly 
describe any related compensation arrangements.  In 
addition, the company must disclose any changes to 
the compensation of current high-level officers.
Item 5.03 – Amendments to Articles of 
Incorporation or Bylaws; Change in Fiscal Year
This item generally requires disclosure if a company 
amends its articles of incorporation or bylaws, or 
changes its fiscal year, unless the company already 
disclosed the proposed amendment or fiscal year 
change in a proxy statement or information statement.  
Companies that issue only debt securities are typically 
not required to comply with this item.
Item 5.05 – Amendments to the Registrant’s 
Code of Ethics, or Waiver of a Provision of the 
Code of Ethics
Companies must generally report changes to their 
code of ethics that apply to the chief executive officer, 
chief financial officer, chief accounting officer or 
controller, or others performing similar functions.  
The company also must disclose any waivers granted 
to any of these persons.  Many investors consider 
ethics waivers to be a red flag.  Please note that a 
company may elect to provide these disclosures on the 
company’s website instead of filing an 8-K.
Item 5.07 – Submission of Matters to a Vote of 
Security Holders 
Within four business days of the end of an annual or 
special meeting, companies must file the results of 
shareholder votes in director elections and on all other 
matters put to a vote.  If the company is only able to 
report preliminary results at that time, it must file an 
amended 8-K to report the final vote results within 
four business days after those results are known.
Investor Assistance (800) 732-0330
 www.investor.gov
4

Investor Assistance (800) 732-0330
Item  7.01 – Regulation FD
The purpose of Regulation FD—for “fair 
disclosure”—is to prevent companies from selectively 
disclosing material, non-public information. 
Regulation FD is intended to level the playing field:  
companies generally must give material information to 
the public at the same time they provide it to others, 
such as securities market professionals.
Companies may submit an 8-K under this item or 
Item 8.01 as one method of complying with the 
public disclosure requirement of Regulation FD.  
Actual examples of 8-Ks filed under this item address 
a wide range of topics, such as announcements of 
dividends, quarterly sales figures, or other business 
developments. 
 
Item 8.01 – Other Events 
This is the place where companies may report 
anything that they believe is important but is not 
specifically required elsewhere in the 8-K.  
 
Item 9.01 – Financial Statements and Exhibits
 
Under this item, a company must file certain financial 
statements and list the exhibits that it has filed as part 
of the 8-K.  For example, if a company discloses in 
Item 2.01 that it has acquired a business, Item 9.01 
would require the company to provide the financial 
statements of the business acquired in the same or a 
later-filed amended 8-K.  In addition, the company 
must also present “pro forma” financial statements that 
show what the company’s financial results might have 
been if the transaction had been completed earlier.  
Likewise, if the company discloses in Item 1.01 that it 
has entered into a material agreement, that agreement 
may be filed as an exhibit in the 8-K.
Additional Information 
For our Using Edgar - Researching Public 
Companies, providing information on how 
to search for company documents, such as 
Forms 8-K, in the SEC’s EDGAR database, 
visit investor.gov/researching-managing-
investments/researching-investments/using-
edgar-researching-public-companies. 
For our Researching Public Companies 
Through EDGAR: A Guide for Investors,  
another resource for using EDGAR, visit 
www.sec.gov/investor/pubs/edgarguide.htm. 
For Form 8-K, which lists all items and has 
instructions on how to complete it, visit 
www.sec.gov/about/forms/form8-k.pdf. 
For the 2004 Final Rule: Additional 
Form 8-K Disclosure Requirements and 
Acceleration of Filing Date, see  
www.sec.gov/rules/final/33-8400.htm.
For How to Read a 10-K, visit www.
investor.gov/news-alerts/investor-bulletins/
how-read-10-k.    
For additional educational information for 
investors, see the SEC’s Office of Investor 
Education and Advocacy’s website at www.
investor.gov.
The Office of Investor Education and Advocacy 
has provided this information as a service to 
investors.  It is neither a legal interpretation nor 
a statement of SEC policy.  If you have questions 
concerning the meaning or application of a 
particular law or rule, please consult with an 
attorney who specializes in securities law.
May 2012
Investor Assistance (800) 732-0330
5
 

Investor Bulletin: 
How to Read an 8-K 

A company has just released its quarterly earnings.  
Another company has auditor news that could raise a 
red flag, and a third company is filing for bankruptcy.  
Where can you find more facts?  Information about 
these events and many more are found in a document 
called a current report on Form 8-K. 

Form 8-K provides investors with current information 
to enable them to make informed decisions.  The 
types of information required to be disclosed on 
Form 8-K are generally considered to be “material.”  
That means that, in general, there is a substantial 
likelihood that a reasonable investor would consider 
the information important in making an investment 
decision.   

Companies typically provide a number of 8-Ks 
throughout the year, whenever significant corporate 
events take place that trigger a disclosure.  Companies 
must file 8-Ks promptly, rather than waiting until 
their next periodic report, such as the quarterly 
report (on Form 10-Q) or annual report (on Form 
10-K).  Companies are required to make most 8-K 
disclosures within four business days of the triggering 
event and in some cases even earlier.  The public can 
find 8-Ks on the SEC’s EDGAR website, available 
at www.sec.gov/edgar/searchedgar/companysearch.
html.  Please see Additional Information at the end of 
this Investor Bulletin for more information on how to 
use EDGAR.  

The rest of this Investor Bulletin highlights a number 
of 8-K disclosures that investors may find particularly 
relevant, including some red flags for investors.  This 
Investor Bulletin does not discuss all required 8-K 
disclosures. 

 
Highlights of Disclosure Items in  
Form 8-K 

Item 1.01 – Entry into a Material Definitive 
Agreement
This item requires disclosure of certain material 
agreements not made in the ordinary course of 
business, or material amendments to those agreements.  
For example, if a company takes out a five-year loan 
with a bank or signs a long-term lease, and the loan or 
lease is material to the company, the agreement must 
be reported here.  But if a retailer already has a chain 
of stores and signs a lease for one more, the new lease 
generally would be in the ordinary course of business 
and would not be reported here.   

Item 1.02 – Termination of a Material Definitive 
Agreement
Under this item, a company generally must disclose 
the termination of a material agreement.  If the 
agreement simply expires according to its terms, 
that termination would not need to be reported on 
Form 8-K.  For example, if a widget company made 

Investor Assistance (800) 732-0330        www.investor.gov

1

http://www.sec.gov/edgar/searchedgar/companysearch.html
http://www.sec.gov/edgar/searchedgar/companysearch.html


Investor Assistance (800) 732-0330

most of its sales under a long-term supply agreement 
with one significant customer, and that customer 
terminates the agreement prior to the date on which 
it would otherwise expire, that event would need to be 
reported under this item. 
 
Item 1.03 – Bankruptcy or Receivership
If a company becomes the subject of a bankruptcy 
or receivership court filing, that must be disclosed.  
Future 8-Ks may outline the company’s plan for 
reorganization (under Chapter 11) or liquidation 
(under Chapter 7) and the court’s confirmation of 
the plan.  Investors should look at the reorganization 
plan for information about whether the company’s 
common stock is likely to be canceled and when the 
company expects to emerge from bankruptcy. 
 
Item 2.01 – Completion of Acquisition or 
Disposition of Assets
If a company acquires or disposes of a significant 
amount of assets, the company must file an 8-K to 
describe the terms of the transaction.  Examples 
include buying or merging with another company, or 
selling a business unit.  A company that is no longer 
a “shell company” as a result of a merger would also 
use this item to provide investors with comprehensive 
information about the other merging company.  A 
shell company is a company that either has little or no 
operations or has little or no assets other than cash and 
cash equivalents. 
 
Item 2.02 – Results of Operations and Financial 
Condition
Many companies announce their quarterly and annual 
results simultaneously in a press release and an 8-K 
(which includes the press release as an exhibit).  The 
documents often include an announcement that the 
company will hold a conference call (sometimes called 
an analyst or earnings call) shortly after the release 
to discuss the results.  The financial disclosures in the 
8-K typically summarize the full financial statements, 
which will appear later in the company’s quarterly 
report (on Form 10-Q) or annual report (on Form 
10-K).   

Item 2.03 – Creation of a Direct Financial 
Obligation or an Obligation under an Off-Balance 
Sheet Arrangement of a Registrant
The basic terms of material financial obligations 
that the company takes on must be reported.  These 
financial obligations include any long-term debt, 
capital or operating lease, and short-term debt outside 
the ordinary course of business.  This item also requires 
disclosure of material financial obligations, whether 
direct or contingent, that arise out of off-balance sheet 
arrangements. 
 
Item 2.04 – Triggering Events That Accelerate 
or Increase a Direct Financial Obligation or 
an Obligation under an Off-Balance Sheet 
Arrangement
Defaults on loans or other events that trigger the 
acceleration or increase of a financial obligation must 
be disclosed in an 8-K if the consequences of the 
event are material to the company.  For example, if a 
company defaults on a loan, its creditors typically have 
the right to demand immediate payment of the entire 
amount owed.  In such a case, if immediate repayment 
would be material, the company must disclose the 
amount to be repaid, the repayment terms and other 
financial obligations that might have to be repaid on an 
accelerated basis as a result of the initial default.  Cross-
default provisions may allow other creditors to demand 
immediate repayment of amounts owed to them. 
 

Item 2.05 – Costs Associated with Exit or 
Disposal Activities
This item requires disclosure of restructuring plans 
under which the company will incur material 
charges.  For example, the 8-K may report the 
company’s decision to close some of its plants or 
stores or to lay off workers.  The company also must 
disclose its estimates of the costs involved, once it is 
able to determine them.  These costs could include, 
for example, total severance benefits for all laid-off 
employees. 

Item 2.06 – Material Impairments
A company must disclose certain material write-
downs (also called impairments) in an 8-K.  (If the 
company determines the impairment when routinely 
preparing its financial statements for its periodic 

 www.investor.gov

2



report, the company may make the disclosure in the 
periodic report rather than in an 8-K.)   A write-
down may occur when a company significantly lowers 
its estimate of the value of certain assets, such as the 
value of its brand or of a business it has acquired.  
The write-down hits the financial statements in two 
places—as a decrease in assets on the balance sheet and 
as an expense on the income statement. 
 
Item 3.01 – Notice of Delisting or Failure to 
Satisfy a Continued Listing Rule or Standard; 
Transfer of Listing
If a stock exchange notifies a company that it no 
longer satisfies the requirements for continued 
listing, this must be disclosed.  For example, the 
stock may have been trading below the minimum 
price requirement for a certain period of time.  The 
company may have a grace period to return to 
compliance, and will have to disclose any steps it 
intends to take to avoid delisting.   
 
Item 3.02 – Unregistered Sales of Equity 
Securities
Private sales of securities exceeding 1 percent of 
a company’s outstanding shares of that class (or 5 
percent for smaller reporting companies) would be 
reported under this item.  Public offerings registered 
with the SEC need not be disclosed under this item.  
Investors can use the information provided under this 
item to determine the amount of capital raised by 
the company as well as the potential dilutive effect of 
reported private sales. 
 
Item 3.03 – Material Modification to Rights of 
Security Holders
Under this item, companies must disclose material 
changes to instruments that define the rights 
of shareholders (such as a company’s governing 
documents) or material limitations on the rights 
of security holders that result from the issuance or 
modification of another class of securities.  Examples 
of such changes could include loan terms restricting 
dividend payments, the adoption of an antitakeover 
device or the issuance of preferred stock.  
 

Item 4.01 – Changes in Registrant’s Certifying 
Accountant
Companies must disclose if they dismiss their 
independent auditor, if the auditor resigns or declines 
to stand for re-appointment, and if the company hires 
a new auditor.   

A change of auditors is sometimes, but not always, a 
cause for concern.  It depends on the reasons for the 
change.  The following circumstances are widely seen 
as red flags, and companies must disclose them if they 
occurred over the previous two fiscal years.  
 
First, companies must disclose whether the departing 
auditor gave an adverse or qualified opinion on the 
company’s financial statements.  These indicate that the 
financial statements are not prepared in conformity 
with generally accepted accounting principles.  

Second, the company must report certain 
disagreements it had with its departing auditor over 
accounting principles or practices, financial statements, 
or the scope or procedure of the audit.   

Third, whether or not it led to a disagreement 
between the company and its auditor, companies must 
disclose whether its former auditor advised it that: 

•	 the necessary internal controls to prepare 
reliable financial statements do not exist,

•	 the auditor can no longer rely on 
management’s representations or is unwilling 
to be associated with the financial statements 
prepared by management,

•	 the auditor believed it should further 
investigate a matter or significantly expand the 
scope of its audit, and the auditor did not do 
so, or

•	 the auditor has found new information that 
materially impacts the fairness or reliability of 
current or prior financial statements, and the 
issue has not been resolved to the auditor’s 
satisfaction.

2
 www.investor.govInvestor Assistance (800) 732-0330

3



Item 4.02 – Non-Reliance on Previously Issued 
Financial Statements or a Related Audit Report 
or Completed Interim Review
This item requires disclosure if the company believes 
that previously issued financial statements should not 
be relied upon because of an error in the statements.  
Disclosure is also required if the auditor believes that 
its previously issued audit reports or interim reviews 
on financial statements should not be relied upon.  In 
both cases, the company also must disclose whether its 
audit committee, full board or authorized executive 
officers have discussed these matters with its auditor.  

Investors should pay attention to these disclosures, 
which could affect the company’s previously reported 
earnings.  Companies generally restate their financial 
statements after the 8-K disclosure.  The restatement 
could come at a much later date.

Item 5.01 – Changes in Control of Registrant
If there is a change of control of the company, the 
company must identify the persons who have acquired 
control and the percentage of voting securities that 
they beneficially own, as well as any arrangements 
between the old and new control groups regarding the 
election of directors or other matters. 

 
Item 5.02 – Departure of Directors or Certain 
Officers; Election of Directors; Appointment of 
Certain Officers; Compensatory Arrangements 
of Certain Officers 
If a board member resigns or refuses to stand for re-
election because of a disagreement with the company 
relating to the company’s operations, policies or 
practices, or a director is removed for cause from 
the board, the company must briefly describe the 
circumstances of the disagreement.  If the director 
provides a letter regarding her resignation, refusal or 
removal, the company must file the letter as an exhibit 
to the 8-K.   

If a high-level executive officer—such as the chief 
executive officer, president, chief financial officer, chief 
accounting officer or chief operating officer—retires, 
resigns or is terminated, the company must disclose 
that fact.  

The company also must disclose the appointment of 
any new director or high-level officers and briefly 
describe any related compensation arrangements.  In 
addition, the company must disclose any changes to 
the compensation of current high-level officers.

Item 5.03 – Amendments to Articles of 
Incorporation or Bylaws; Change in Fiscal Year
This item generally requires disclosure if a company 
amends its articles of incorporation or bylaws, or 
changes its fiscal year, unless the company already 
disclosed the proposed amendment or fiscal year 
change in a proxy statement or information statement.  
Companies that issue only debt securities are typically 
not required to comply with this item.

Item 5.05 – Amendments to the Registrant’s 
Code of Ethics, or Waiver of a Provision of the 
Code of Ethics
Companies must generally report changes to their 
code of ethics that apply to the chief executive officer, 
chief financial officer, chief accounting officer or 
controller, or others performing similar functions.  
The company also must disclose any waivers granted 
to any of these persons.  Many investors consider 
ethics waivers to be a red flag.  Please note that a 
company may elect to provide these disclosures on the 
company’s website instead of filing an 8-K.

Item 5.07 – Submission of Matters to a Vote of 
Security Holders 
Within four business days of the end of an annual or 
special meeting, companies must file the results of 
shareholder votes in director elections and on all other 
matters put to a vote.  If the company is only able to 
report preliminary results at that time, it must file an 
amended 8-K to report the final vote results within 
four business days after those results are known.

Investor Assistance (800) 732-0330  www.investor.gov

4



Investor Assistance (800) 732-0330

Item  7.01 – Regulation FD
The purpose of Regulation FD—for “fair 
disclosure”—is to prevent companies from selectively 
disclosing material, non-public information. 
Regulation FD is intended to level the playing field:  
companies generally must give material information to 
the public at the same time they provide it to others, 
such as securities market professionals.

Companies may submit an 8-K under this item or 
Item 8.01 as one method of complying with the 
public disclosure requirement of Regulation FD.  
Actual examples of 8-Ks filed under this item address 
a wide range of topics, such as announcements of 
dividends, quarterly sales figures, or other business 
developments. 

 
Item 8.01 – Other Events 
This is the place where companies may report 
anything that they believe is important but is not 
specifically required elsewhere in the 8-K.  

 
Item 9.01 – Financial Statements and Exhibits 
Under this item, a company must file certain financial 
statements and list the exhibits that it has filed as part 
of the 8-K.  For example, if a company discloses in 
Item 2.01 that it has acquired a business, Item 9.01 
would require the company to provide the financial 
statements of the business acquired in the same or a 
later-filed amended 8-K.  In addition, the company 
must also present “pro forma” financial statements that 
show what the company’s financial results might have 
been if the transaction had been completed earlier.  
Likewise, if the company discloses in Item 1.01 that it 
has entered into a material agreement, that agreement 
may be filed as an exhibit in the 8-K.

Additional Information 

For our Using Edgar - Researching Public 
Companies, providing information on how 
to search for company documents, such as 
Forms 8-K, in the SEC’s EDGAR database, 
visit investor.gov/researching-managing-
investments/researching-investments/using-
edgar-researching-public-companies. 

For our Researching Public Companies 
Through EDGAR: A Guide for Investors, 
another resource for using EDGAR, visit 
www.sec.gov/investor/pubs/edgarguide.htm. 

For Form 8-K, which lists all items and has 
instructions on how to complete it, visit 
www.sec.gov/about/forms/form8-k.pdf. 

For the 2004 Final Rule: Additional 
Form 8-K Disclosure Requirements and 
Acceleration of Filing Date, see  
www.sec.gov/rules/final/33-8400.htm.

For How to Read a 10-K, visit www.
investor.gov/news-alerts/investor-bulletins/
how-read-10-k.  

For additional educational information for 
investors, see the SEC’s Office of Investor 
Education and Advocacy’s website at www.
investor.gov.

The Office of Investor Education and Advocacy 
has provided this information as a service to 
investors.  It is neither a legal interpretation nor 
a statement of SEC policy.  If you have questions 
concerning the meaning or application of a 
particular law or rule, please consult with an 
attorney who specializes in securities law.

May 2012Investor Assistance (800) 732-0330

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http://investor.gov/researching-managing-investments/researching-investments/using-edgar-researching-public-companies
http://investor.gov/researching-managing-investments/researching-investments/using-edgar-researching-public-companies
http://investor.gov/researching-managing-investments/researching-investments/using-edgar-researching-public-companies
http://www.sec.gov/investor/pubs/edgarguide.htm
http://www.sec.gov/investor/pubs/edgarguide.htm
http://www.sec.gov/investor/pubs/edgarguide.htm
http://www.sec.gov/about/forms/form8-k.pdf
http://www.sec.gov/about/forms/form8-k.pdf
http://www.sec.gov/rules/final/33-8400.htm
http://www.sec.gov/rules/final/33-8400.htm
http://www.sec.gov/rules/final/33-8400.htm
http://www.sec.gov/rules/final/33-8400.htm
http://www.investor.gov/news-alerts/investor-bulletins/how-read-10-k
http://www.investor.gov/news-alerts/investor-bulletins/how-read-10-k
http://www.investor.gov/news-alerts/investor-bulletins/how-read-10-k
http://www.investor.gov/news-alerts/investor-bulletins/how-read-10-k
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