SEC Staff Issues Guidance Regarding Requirement to Submit Annual Reports to SEC Under Exchange Act Rules 14a-3(c) and 14c-3(b), and Form 10-K

On November 2, 2016, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued guidance regarding the submission of annual reports by registrants to the SEC under Exchange Act Rules 14a-3(c) and 14c-3(b). These rules require a registrant to mail seven copies of the annual report that it sends to its security holders to the SEC “solely for its information.” The deadline for mailing such copies under these rules is the later of (i) the date on which the annual report is first sent or given to security holders and (ii) the date that preliminary or definitive copies, as applicable, of solicitation material is filed with the SEC pursuant to Rule 14a-6(a). Form 10-K similarly requires certain Section 15(d) registrants to furnish the SEC “for its information” four copies of any annual report to security holders, which must be furnished to the SEC at the time that the Form 10-K is filed. Registrants have satisfied these delivery requirements by submitting their annual reports on EDGAR pursuant to Rule 101(b)(1) of Regulation S-T. In the new guidance, the SEC Staff has indicated that it will not object to a registrant satisfying the annual report delivery requirement by posting an electronic version of the registrant’s annual report to the registrant’s corporate website by the dates specified in Rule 14a-3(c), Rule 14c-3(b) and Form 10-K, respectively, so long as the annual report remains accessible for at least one year after posting.