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A chart that identifies information that a reporting company either must or is permitted to post on its website to satisfy SEC, NYSE and NASDAQ requirements for the disclosure of information.
The internet and electronic communications have played an important role in modernizing the disclosure system under the federal securities laws and in promoting transparency, liquidity and efficiency in our trading markets. One of the key benefits of the internet is that companies can make information available to investors quickly and in a cost-effective manner. Companies are providing greater amounts and types of information on their websites, which, as a result, are increasingly viewed by investors as key sources of information about the company.
The SEC is encouraging public companies to use their company websites for disclosing information to investors because ongoing technological advances in electronic communications have increased both the markets' and investors' demand for more timely company disclosure. In August 2008, the SEC provided guidance to public companies (both domestic and foreign) on the use of company websites for distribution of important information to investors. In certain circumstances, this guidance has prompted companies to use their websites to make public disclosures to comply with Regulation FD.
Website posting may be required by both SEC rules and securities exchange rules. In addition, where one entity requires website posting, another entity may only make posting permissible or may be silent on the subject. For example, the NYSE (www.practicallaw.com/4-382-3644) has adopted some posting requirements, but NASDAQ (www.practicallaw.com/4-382-3639) does not have similar requirements. Often in this situation, a company listed on NASDAQ may choose to comply with the more rigorous requirements of the NYSE, for purposes of transparency and efficiency.
Typically, companies create pages on their websites for the information required or permitted to be posted, and separate the information out by subject. So, for example, SEC filings may be posted on an investor relations page and board information may be posted on a corporate governance page. For purpose of making material information quickly available to investors, many companies may go beyond the requirements and post additional information or documents on their websites. This can include a company's charter and by-laws, biographical information about its board of directors, earnings releases or information on political contributions.
This Chart summarizes the information that a reporting company is either required or permitted to post on its website to satisfy SEC, NYSE and NASDAQ disclosure requirements. This Chart also identifies the basis for these requirements.
Document/Subject | Posting Requirement/Provision | Basis |
Annual report to stockholders | If a company elects to deliver its proxy materials electronically, it must post the annual report on a publicly available website other than EDGAR, which is typically its own website. It must be presented in a format convenient for reading online and for printing. | Rule 14a-16, Exchange Act |
| The NYSE requires a listed company that files annual reports including audited financial statements with the SEC to post the report on the company's website. If the company posts its Form 10-K to satisfy this requirement, it does not need to post its annual report as well. | Section 203.01, NYSE Listed Company Manual |
| NASDAQ requires a listed company to make an annual report including audited financial statements available to its stockholders. This can be accomplished by, among other options, posting it on the company's website. If the company posts its Form 10-K to satisfy this requirement, it does not need to post its annual report as well. | Rule 5250(d), NASDAQ Stock Market Rules |
Form 10-K | The NYSE requires a listed company that files annual reports including audited financial statements with the SEC to post the report on the company's website. | Section 203.01, NYSE Listed Company Manual |
| NASDAQ requires a listed company to make an annual report including audited financial statements available to its stockholders. This can be accomplished by, among other options, posting it on the company's website. | Rule 5250(d), NASDAQ Stock Market Rules |
| A company must disclose in its registration statements and Form 10-K reports whether it posts its periodic reports (including Form 10-K reports) on its website. If the company does not do so, it must explain why not and disclose whether it will provide copies of filings free on request. | Item 101(e), Regulation S-K |
| A company that posts its periodic and current reports on its website (and satisfies certain other eligibility requirements) is permitted to incorporate certain information by reference into a registration statement on Form S-1. | General Instruction VII.F., Form S-1 |
Form 10-Q | A company must disclose in its registration statements and Form 10-K reports whether it posts its periodic reports, including Form 10-Q reports, on its website. If the company does not do so, it must explain why not and disclose whether it will provide copies of filings free on request. | Item 101(e), Regulation S-K |
Form 8-K | A company must disclose in its registration statements and Form 10-K reports whether it posts its periodic reports, including Form 8-K reports, on its website. If the company does not do so, it must explain why not and disclose whether it will provide copies of filings free on request. | Item 101(e), Regulation S-K |
Proxy statement | If a company elects to deliver its proxy materials electronically, it must post the proxy statement on a publicly available website other than EDGAR, which is typically its own website. It must be presented in a format convenient for reading online and for printing. | Rule 14a-16, Exchange Act |
Proxy card | If a company elects to deliver its proxy materials electronically, it must post the proxy card on a publicly available website other than EDGAR. It must be presented in a format convenient for reading online and for printing. | Rule 14a-16, Exchange Act |
XBRL interactive data files for financial statements accompanying periodic reports | A company must post its interactive data files on its website (and this cannot be satisfied by a hyperlink to the SEC's EDGAR database) by the end of the calendar day that the company filed or was required to file the document including the XBRL exhibit with the SEC. These files must be kept available on the website for at least 12 months after posting. | Rule 405, Regulation S-T |
Forms 3, 4 and 5 | A company must post on its website all Forms 3, 4 and 5 filed by its directors, officers and greater than 10% stockholders by the end of the business day after each form is filed, and keep them posted there for at least 12 months. This posting requirement can be satisfied by a hyperlink to the SEC's EDGAR database. | Rule 16a-3(k), Exchange Act |
Compliance with Regulation FD | A company must publicly disclose any information that was selectively disclosed to certain stockholders or securities professionals under Regulation FD (www.practicallaw.com/9-382-3745). Public disclosure can be made by any method that is reasonably designed to provide broad, non-exclusionary distribution of the information to the public. This requirement may be satisfied by posting on the company's website if certain other conditions are also satisfied (see Practice Note, Complying with Regulation FD (Fair Disclosure): Test for Violation of Regulation FD for Subsequent Selective Disclosure (www.practicallaw.com/1-383-2635)). | |
Compliance with Regulation G | A company can post on its website the financial and statistical information to be discussed in its earnings call, including any non-GAAP financial measures (www.practicallaw.com/1-382-3650), the comparable GAAP measures and the reconciliation to GAAP information required by Regulation G (www.practicallaw.com/7-382-3746). This information should be posted before the earnings call takes place. If this is done, and several other conditions are satisfied, the company does not need to file a transcript of its earnings call on Form 8-K (see Practice Notes, Using Non-GAAP Financial Information: Interaction with Form 8-K and Regulation FD (www.practicallaw.com/8-502-4025) and Form 8-K: Results of Operations and Financial Condition (www.practicallaw.com/9-381-0960)). This website posting relates to the need to file a Form 8-K for the earnings call; it does not necessarily satisfy requirements relating to initial public disclosure of earnings information. Companies typically first disclose their earnings results, including the Regulation G information, in a press release and a Form 8-K before holding an earnings call to discuss the results. However, earnings information may be initially disclosed via company website if the company meets the conditions for using its website to satisfy Regulation FD (see Practice Note, Earnings Releases and Earnings Calls (www.practicallaw.com/2-508-5012)). | |
Use of conflict minerals | A company must post on its website information about its use of conflict minerals if any conflict minerals are necessary to the functionality or production of a product manufactured by the company or contracted by the company to be manufactured. The company must post either:
The link to this information on the company's website must also be included in the company's Form SD. | Item 1.01(b) and (c), Form SD |
Delisting/Deregistering under the Exchange Act | A company must post on its website notice of its intent to delist or deregister its securities (as well as issue a press release). | Rule 12d2-2(c)(2)(iii), Exchange Act |
Audit committee charter | A company must disclose whether a copy of the audit committee charter is available on its website. If the company does not post the charter on its website, the company must include it as an appendix to the proxy statement at least once every three years. | Item 407(d), Regulation S-K and Instruction 2 to Item 407 |
| The NYSE requires a listed company to make a copy of the audit committee charter available on its website. | Section 303A.07, NYSE Listed Company Manual |
Compensation committee charter | A company must disclose whether a copy of the compensation committee charter is available on its website. If the company does not post the charter on its website, the company must include it as an appendix to the proxy statement at least once every three years. | Item 407(e), Regulation S-K and Instruction 2 to Item 407 |
| The NYSE requires a listed company to make a copy of the compensation committee charter available on its website. If any compensation committee functions are delegated to another board committee, the charter of that board committee must also be posted on the website. | Section 303A.05, NYSE Listed Company Manual |
Nominating and corporate governance committee | A company must disclose whether a copy of the nominating committee's charter is available on its website. If the company does not post the charter on its website, the company must include it as an appendix to the proxy statement at least once every three years. | Item 407(c), Regulation S-K and Instruction 2 to Item 407 |
| The NYSE requires a listed company to make a copy of the nominating/corporate governance committee charter available on its website. If any nominating/corporate governance committee functions are delegated to another board committee, the charter of that board committee must also be posted on the website. | Section 303A.04, NYSE Listed Company Manual |
Code of ethics | A company must make its code of ethics that satisfies Sarbanes-Oxley (www.practicallaw.com/8-382-3784) requirements publicly available. This can be achieved by posting it on the company's website (among other options) (see Practice Note, Corporate Governance Standards: Code of Ethics or Conduct (www.practicallaw.com/6-501-3891)). | Item 406(c), Regulation S-K |
| The NYSE requires the code of ethics and business conduct to be posted on the company's website. | Section 303A.10, NYSE Listed Company Manual |
| NASDAQ requires the code of conduct to be made publicly available, but does not specify the means to do so. | Rule 5610, NASDAQ Stock Market Rules |
Changes to code of ethics | Waivers from and amendments to the code of ethics can be disclosed by posting on the company's website (among other options) (see Practice Note, Corporate Governance Standards: Code of Ethics or Conduct: Changes to or Waivers of Code of Ethics (www.practicallaw.com/6-501-3891)). This information must remain posted for at least 12 months. | Item 406(d), Regulation S-K and Item 5.05, Form 8-K |
| The NYSE requires waivers from the code of ethics and business conduct to be disclosed to stockholders. This can be accomplished by, among other options, posting on the company's website. | Section 303A.10, NYSE Listed Company Manual |
| NASDAQ requires waivers from the code of conduct to be disclosed. This can be accomplished by, among other options, posting on the company’s website in a manner that satisfies Item 5.05(c) of Form 8-K. | Rule 5610, NASDAQ Stock Market Rules |
Corporate governance guidelines | The NYSE requires a listed company to post its corporate governance guidelines on its website. | Section 303A.09, NYSE Listed Company Manual |
Director independence standards | If a company has adopted its own set of independence standards for directors (that is in addition to stock exchange standards), the standards must be posted on the company's website or attached as an appendix to the proxy statement at least once every three years. | Item 407(a)(2), Regulation S-K |
Non-independent members of board committees | NASDAQ allows a listed company to appoint one non-independent member (one that does not satisfy NASDAQ's definition of independence) to the audit, compensation or nominating committee under certain circumstances A company that relies on this exception for its compensation or nominating committee must disclose the nature of the member's relationship and the reasons for the board's determination. This information can be posted on the company's website or disclosed in the company's proxy statement (or Form 10-K if it does not file a proxy statement). | Rules 5605(c)(2)(B), 5605(d)(3) and 5605(e)(3), NASDAQ Stock Market Rules |
Company contributions to certain tax exempt organizations | The NYSE requires a listed company to disclose any contributions made by it to any tax exempt organization in which any independent director of the company serves as an executive officer if, within the past three years, contributions in any single fiscal year from the listed company to the organization exceeded the greater of $1 million or 2% of the tax exempt organization's consolidated gross revenues. This information can be posted on the company's website or disclosed in the company's proxy statement. | Section 303A.02(b)(v), NYSE Listed Company Manual |
Audit committee member service on other companies' boards | If any member of a listed company's audit committee serves on the audit committees of more than three public companies, the NYSE requires the listed company to disclose its board's determination that this simultaneous service would not impair the ability of the director to effectively serve on its audit committee. This information can be posted on the company's website or disclosed in the company's proxy statement. | Section 303A.07(a), NYSE Listed Company Manual |
Director attendance at annual meetings | If a company has adopted a policy for director attendance at the annual stockholders' meeting, the policy, and the number of directors who attended the past year's annual meeting, must be posted on the company's website or described in its proxy statement. | Item 407(b), Regulation S-K |
Communications with directors | If a company has adopted a process for security holders to communicate with the board of directors, the company must describe how holders can communicate with the full board or individual directors. This information can be posted on the company's website or disclosed in the company's proxy statement. | Item 407(f), Regulation S-K |
| The NYSE requires the method for interested parties (including stockholders) to communicate with the presiding director or with the company's independent or non-management directors as a group to be posted on the company's website or disclosed in the company's proxy statement. | Section 303A.03, NYSE Listed Company Manual |
Presiding director at board executive sessions | If one director is chosen to preside over executive sessions of a company's independent or non-management directors, the NYSE requires his or her identity to be posted on the company's website or disclosed in the company's proxy statement. | Section 303A.03, NYSE Listed Company Manual |
Foreign private issuer disclosure | The NYSE requires a foreign private issuer (www.practicallaw.com/1-382-3481) that files annual reports on Form 10-K or Form 40-F to disclose any significant ways in which its corporate governance practices differ from those followed by a domestic company under NYSE standards. This information can be posted on the company's website or disclosed in the company's annual report. | Section 303A.11, NYSE Listed Company Manual |
| NASDAQ requires a foreign private issuer that files annual reports on Form 10-K or Form 40-F to disclose each NASDAQ requirement that it does not follow and a brief statement of the home country practice it follows instead of these corporate governance requirement(s). This information can be posted on the company's website or disclosed in the company's annual report. NASDAQ also encourages (but does not require) foreign private issuers that file annual reports on Form 20-F to post this information on their websites in addition to providing this information as required in their annual reports. | IM-5615-3, NASDAQ Stock Market Rules |