The Public Company Handbook: Appendix 1-5

Below are the appendixes 1-5 for The Public Company Handbook.

The following sample form of an Annual 1934 Act Reporting Calendar for SEC Reporting and Annual Shareholders’ Meeting purposes provides a starting point for creating your company’s checklist and timetable for the tasks associated with SEC periodic reporting obligations and the annual shareholders’ meeting. Tailor the Calendar to reflect your company’s specific requirements and timing. Work closely with your company’s internal reporting teams (legal, finance, investor relations, human resources, etc.), Disclosure Practices Committee, outside legal counsel and independent auditors to ensure compliance with each of: (a) the 1934 Act requirements and other federal securities law requirements; (b) state law requirements (the Calendar assumes a company incorporated in Delaware); (c) the company’s charter, bylaws, reporting and governance policies and Board committee charters; and (d) applicable NYSE or Nasdaq listing standards. For simplicity, the Calendar assumes that your company is a U.S. company and a large accelerated filer with a December 31 fiscal year-end and a May 15 annual meeting date, that no proposal to be considered at the annual meeting will require the filing of a preliminary proxy statement with the SEC, and that earnings releases are issued and quarterly reports are filed generally around the same time.

Date*	Item	Responsibility
December 1	Schedule insider trading “blackout” periods for upcoming year (Generally begins two to four weeks prior to quarter-end, and ends after the second full business day following company’s earnings release for that quarter, although timing will depend on company policy)	Company
	Schedule reminders to be sent to officers and directors on the first day of every month to remind them to give prior notice to and obtain preclearance from company with respect to securities transactions to be made during that month at least two business days prior to a transaction (Form 4s must be filed with SEC within two business days after the transaction requiring reporting on Form 4 is executed)	Company
December 1 – 6	Coordinate with auditors regarding Q4 and year-end audit	Company/ Auditors
December 1 – 9	Meetings of internal reporting teams, including meeting of Disclosure Practices Committee regarding, among other things: planning for Q4 and year-end earnings release; Form 10-K and proxy season reporting; disclosure/materiality issues relating to public disclosures; review of disclosure controls and procedures and internal control over financial reporting; and CEO/CFO certifications for Form 10-K	Company
December 1 – 10	Schedule appropriate meetings for actions to be taken by Audit, Compensation, Nominating & Governance, and other Board Committees, and Disclosure Practices Committee and other management committees for upcoming year	Company
December 5 – 9	Determine whether company or any intermediaries will use SEC “householding” rules regarding delivery of annual meeting materials	Company/ Legal Counsel
December 5 – 16	Review Regulation FD policy, provide training sessions for applicable personnel and confirm a response team is prepared to act upon unintentional disclosures	Company
December 19 – 23	Determine whether preliminary proxy statement will be required; if so, revise schedule accordingly, including accelerating initial filing of proxy statement	Company/ Legal Counsel
	Determine whether company will elect to use “notice-only” or “full-set delivery” proxy solicitation model, or a combination of both, and revise schedule accordingly (Companies using the notice-only option, including in combination with full-set delivery, must post proxy materials on website and send Notice of Internet Availability at least 40 calendar days before the date of the annual meeting, and some intermediaries have indicated that they require companies to furnish information required for Notice of Internet Availability as much as 47 calendar days before the date of the annual meeting)	Company/ Legal Counsel
December 23 – 26	Determine printing and mailing logistics for the Notice of Internet Availability (Notice must be sent in paper to each shareholder and beneficial owner unless affirmative consent to electronic delivery has previously been given)	Company
	Select provider for web hosting of proxy materials	Company
	Confirm whether company is a “large accelerated filer” or “accelerated filer” under SEC rules and revise schedule if needed (See Chapter 4)	Company
	Determine whether a proxy solicitor will be used	Company
	Select printer(s) for proxy materials, Form 10-K and annual report to shareholders (as well as determine if annual report to shareholders will have special graphics or photography)	Company
	Determine record date, agenda, location, time and date of annual meeting; if company will be holding “virtual-only” or “hybrid” annual meeting, consider whether any control numbers to be used on Notices of Internet Availability and proxy cards will comply with provider requirements for shareholders to attend and vote at virtual meeting	Company
December 26 – 30	Distribute D&O Questionnaires (including Audit Committee financial expert/independence materials and Compensation Committee independence materials) relating to annual proxy statement, Form 10-K and Form 5s	Company/ Legal Counsel
December 31	End of Q4 and reporting year
January 2 – 4	Planning meeting to review and update business section, MD&A and risk factors in Form 10-K	Company/ Legal Counsel/Auditors
January 3 – 10	Begin closing books and compiling information for financial statements and notes for Q4 and year-end; continue coordinating with auditors regarding Q4 and year-end audit; draft financial statements and notes for Q4 and year-end; draft Q4 earnings release	Company/ Auditors
January 5 – 23	Draft Form 10-K, including financial statements and notes	Company
	In connection with iXBRL reporting requirements: If self-tagging data in iXBRL, begin selecting or extending taxonomy, then map each line item to the correct iXBRL element If not self-tagging, contact third- party service provider to determine date on which financial statements must be submitted for tagging	Company
January 8 – 15 (assuming company will file its definitive annual proxy materials between March 29 and April 5)	Final date company may file with SEC no-action requests regarding shareholder proposals for annual proxy statement (Rule 14a-8 under the 1934 Act requires filing no-action requests no later than 80 calendar days prior to filing of definitive proxy materials with SEC)	Company/ Legal Counsel
January 9 – 11	Schedule quarterly notifications to be provided to insiders regarding the opening of the insider trading windows (Generally notify insiders two or three weeks before quarterly earnings release, although timing will depend on company policy)	Company
January 11	Completed D&O Questionnaires due back to company	Company
January 15 (assuming prior year’s annual meeting was held on May 15 and advance notice provision of company’s bylaws provides that shareholder nominations and other proposals must be made no earlier than 120 days prior to the anniversary of the prior year’s annual meeting date. Note: company’s bylaws may provide for different period)	First date for receipt of shareholder’s director nominations and other shareholder proposals that may be brought before annual meeting if not otherwise included in company’s proxy statement pursuant to Rule 14a-8 under the 1934 Act	Company/ Legal Counsel
January 24	Distribute complete Form 10-K and Q4 earnings release to legal counsel and auditors for initial review	Company
January 30	Initial comments due back to company from legal counsel and auditors on complete Form 10-K and Q4 earnings release	Legal Counsel/ Auditors
February 1 – 6	Senior management initial review of Form 10-K and Q4 earnings release	Company
February 1 – 7	Prepare Board resolutions relating to annual meeting and reporting actions for February 20 – 21 Board meeting, together with related Board Committee resolutions	Company/ Legal Counsel
February 1 – 14	Prepare first draft of annual proxy statement, proxy card and notice, including Audit Committee Report, Compensation Discussion & Analysis (CD&A), compensation tables and Compensation Committee Report	Company
	Confirm “Named Executive Officers” for proxy statement	Company
February 6 – 10	Revise Form 10-K and Q4 earnings release	Company
February 10	Distribute revised Form 10-K and Q4 earnings release per management’s review to legal counsel and auditors for review	Company
February 12	Comments due back to company from legal counsel and auditors on Form 10-K and Q4 earnings release	Legal Counsel/ Auditors
February 13 – 14	Disclosure Practices Committee Meeting regarding review of, and issues relating to, Q4 earnings release and Form 10-K, and disclosure controls and procedures and internal control over financial reporting, and conducting follow-up Q&A with business unit managers and other employees relating to Form 10-K and CEO/CFO certifications	Company
February 14	Hold diligence session regarding CEO/CFO certifications for Form 10-K and management’s report on internal control over financial reporting to, among other things, review Disclosure Practices Committee report and review disclosure controls and procedures and internal control over financial reporting	Company
	Form 5s due at SEC regarding securities transactions made in prior reporting year relating to securities transactions not disclosed in Form 4 filings for prior reporting year (Required to be filed with SEC on or before the 45th day following the end of the reporting year)	Company/ Legal Counsel
	Deadline for eligible shareholders to file reports or amendments on Schedule 13G (Required to be filed with SEC on or before the 45th day following the end of the calendar year)	Shareholders
	Communicate with transfer agent, proxy solicitor (if engaged) and printer regarding: Proxy solicitation timetable Record date Annual meeting date Annual proxy statement and related materials Name and address of financial printer Request for shareholder lists as of the record date Instructions as to ordering and printing of mailing and return envelopes and proxy cards Confirmation of availability of post office box for return of proxies, if applicable Electronic voting and dedicated website for e-proxy	Company
February 14 – 16	Communicate with banks, brokerage processing servicer and the Depository Trust Company (DTC), informing them of record date and the annual meeting date (SEC regulations require that these communications be done at least 20 business days prior to the record date)	Company
February 14 (assuming prior year’s annual meeting was held on May 15 and advance notice provision of company’s bylaws provides that shareholder nominations and other proposals must be made no later than 90 days prior to the anniversary of the prior year’s annual meeting date. Note: company’s bylaws may provide for different period)	Final date for receipt of shareholder’s director nominations or other shareholder proposals that may be brought before annual meeting if not otherwise included in company’s proxy statement pursuant to Rule 14a-8 under the 1934 Act	Company
February 15	Distribute substantially final draft of Form 10-K (and in case of Board and Committees, other relevant Board and Committee materials) to Board, Committees, key senior management, legal counsel and auditors for final review	Company/ Legal Counsel/Auditors
	Distribute complete proxy statement and related materials, including Compensation Committee and Audit Committee Reports, to legal counsel for initial review	Company
February 15 – 17	Obtain CEO and CFO certifications and applicable subcertifications for Form 10-K	Company
February 20 – 21	Nominating & Governance Committee Meeting to: Review and recommendation of slate of director nominees Review Board and Committee compensation for recommendation to Board	Company
	Compensation Committee Meeting Approve prior year executive bonuses, as needed Review draft of CD&A for proxy statement	Company
	Audit Committee Meeting to: Review Q4 and year-end financial results, including Q4 earnings release Review Disclosure Practices Committee report relating to Q4 and year-end financial results Review final audited financial statements with company and auditors, recommend audited financial statements for inclusion in Form 10-K, and review other applicable parts of Form 10-K, including MD&A Review auditors’ and management’s reports and discuss issues relating to disclosure and internal control over financial reporting Review auditors’ report on all critical accounting policies and practices; alternative GAAP- compliant accounting treatments available for material items, including impact of different treatments; and any material written communications between auditors and management, including the management letter	Company
	Board Meeting to, among other things, and as necessary: Approve annual meeting date, time, location and record date Approve business to be transacted at annual meeting Approve inspectors of election with power of substitution Appoint officers to vote proxies with full power of substitution Determine slate of director nominees and recommendation of slate to shareholders (including any shareholder nominations) Approve Form 10-K in substantially the form presented to Board Approve Board and Committee compensation Review any reports from Audit Committee, including any reports regarding financial reporting and internal control over financial reporting (Notify applicable exchange of annual meeting and record dates per exchange requirements)	Company
	Obtain signature pages and powers of attorney from Board members for Form 10-K	Company
February 21	Release Q4 and year-end numbers in earnings release; conference call regarding Q4 and year-end financial results (Make applicable financial information available on website and applicable report filing with SEC)	Company
	Initial comments due back to company from legal counsel on complete proxy statement and related materials, including Compensation Committee and Audit Committee Reports	Legal Counsel
February 22 – 26	Senior management initial review of proxy statement and related materials, including Compensation Committee and Audit Committee Reports	Company
February 22 – 23	Obtain executed report for audited financial statements and consents from auditors for filing as an exhibit to Form 10-K, including auditors’ attestation report on management’s report on internal control over financial reporting	Company/ Auditors
February 23 – March 1	File Form 10-K with SEC (SEC regulations require that large accelerated filers file Form 10-K with SEC via EDGAR within 60 days of end of reporting year; accelerated filers are required to file Form 10-K within 75 days after end of reporting year; all other registrants are required to file 10-K within 90 days after end of reporting year. See Chapter 4.)	Company
February 27 – March 6	Company must provide shareholders whose Rule 14a-8 shareholder proposals will be accompanied by a Board Opposition Statement in annual proxy statement with a copy of the Board Opposition Statement (Generally must be sent to applicable shareholders 30 calendar days prior to distribution of definitive annual proxy materials)	Company/ Legal Counsel
February 27 – March 3	Revise proxy statement and related materials, including Compensation Committee and Audit Committee Reports	Company
March 4	Distribute revised proxy statement and related materials, including Compensation Committee and Audit Committee Reports per management’s review to legal counsel for review	Company
March 6	Comments due back to company from legal counsel on proxy statement and related materials, including Compensation Committee and Audit Committee Reports	Legal Counsel
March 6 – 8	Prepare meeting admission guidelines and assign annual meeting responsibilities for: Hosts (to direct seating, distribute and collect ballots) Welcoming committee (officers assigned to greet shareholders and guests) Arbiters (legal counsel or corporate secretary’s staff who will handle difficult questions or complicated situations with regard to admission to the meeting) Coordinating physical layout, security, audio/visual arrangements and webcast of the meeting, if applicable	Company
March 10	If company has not already done so, notify applicable exchange of annual meeting date and record date pursuant to applicable exchange requirements (Generally must be done at least 10 business days prior to record date)	Company
	Distribute proxy materials and substantially final draft of annual report to shareholders or Form 10-K wrap (and in case of Board and Committees, other relevant Board and Committee materials) to Board, Committees, key senior management and legal counsel for review	Company/ Legal Counsel
March 15	Compensation Committee Meeting to: Approve Compensation Committee Report and CD&A for inclusion in the annual proxy statement	Company
	Nominating & Governance Committee Meeting to: Recommend Committee assignments
	Audit Committee Meeting to: Review auditors’ relationship with company, including the lead partner’s performance Review auditors’ annual report on its internal quality control procedures, including any issues raised through its internal review, and the assessment of auditors’ independence Appoint independent auditors (including review and applicable preapproval and approval of services and fees and such policies) Review and approve Audit Committee Report for proxy statement Recommend financial expert(s) Review audit fees to be listed in the proxy statement	Company
	Board Meeting to, among other things, and as necessary: Approve proxy materials and annual report to shareholders in substantially the form presented to Board Approve independence determinations of directors Appoint Committee members Appoint financial expert(s) Review Audit Committee and Compensation Committee Reports for proxy statement	Company
March 16 – 19	Finalize annual proxy statement and related materials	Company/ Legal Counsel
	Deliver draft of proxy card to website host and transfer agent; work with website host on draft Notice of Internet Availability	Company/ Legal Counsel
March 20 – 21	Send annual proxy statement and related materials, including proxy card, to printer	Company/ Legal Counsel/Printer
	Send annual report to shareholders (or Form 10-K wrap) to printer (This may be done earlier depending on formatting/ substance of annual report to shareholders)	Company/ Printer
March 22 – 24	Blueline of annual proxy statement and related materials, including proxy card, to be reviewed and comments sent to printer; finalize annual proxy statement and related materials, including proxy card	Company/ Legal Counsel
	Blueline of complete annual report to shareholders delivered for review	Company/ Legal Counsel/ Printer
	Transfer agent ships preaddressed proxy cards to printer	Company/ Transfer Agent
March 26 – 31	Printer sends printed annual proxy materials and annual report to shareholders to transfer agent	Company/ Printer/ Transfer Agent
	Send required information to intermediaries for preparation of Notice of Internet Availability and posting of proxy materials on website (If company elects notice-only model, some intermediaries have indicated that they require companies to furnish information required for Notice of Internet Availability as much as 47 calendar days before the date of the annual meeting)	Company
March 26	RECORD DATE (Depending on company bylaws and state law, generally set between 10 days and 60 days prior to the annual meeting date)	Company
	Ask transfer agent to confirm number of voting shares and supply certified list of record date shareholders	Company/ Transfer Agent
March 29 – April 5	File definitive proxy materials with, and send copies of annual report to shareholders to, SEC (Copies of the definitive proxy statement, proxy card, Notice of Internet Availability and any other solicitation materials must be filed with SEC via EDGAR no later than the date such materials are first sent to shareholders. If company elects to use the notice-only model, the proxy materials must be filed at least 40 calendar days before the date of the annual meeting.)	Company/ Legal Counsel/ Printer
	Send Notice of Internet Availability to shareholders concurrently with or after posting the proxy materials on company website (If company elects to use the notice-only model, the notice must be sent at least 40 calendar days before the date of the annual meeting) (Notice must be sent in paper form unless shareholders have given affirmative consent to electronic delivery) (References to a “company website” include a third-party website that complies with SEC rules; note that SEC rules prohibit use of the SEC EDGAR website to satisfy website posting requirements)	Company
	If company elects to use the full-set delivery model, mail annual proxy statement and related materials, including proxy card, to all shareholders; each annual proxy statement must be accompanied or preceded by an annual report to shareholders, which needs to include audited financial statements (Depending on state law and company bylaws generally, written notice of the annual meeting must be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to vote at such meeting. Mailing must occur at least 20 to 30 days before annual meeting to timely receive brokers’ votes)	Company/ Transfer Agent
	Distribute proxy statement and annual report to option holders and other applicable benefit plan participants	Company/ Transfer Agent
	If company elects to use the notice-only model for any portion of distribution, send copies of proxy materials to record holders and beneficial owners upon request (Until the date of the annual meeting, copies requested must be sent within three business days of the shareholder request via first-class mail or equivalent)	Company
March 31	End of Q1
April 3 – 7	Meetings of internal reporting teams, including Disclosure Practices Committee, regarding Q1 financial statements, Form 10-Q, disclosure controls and procedures and internal control over financial reporting, and CEO/CFO certifications for Form 10-Q	Company
April 7 – 19	Draft and review Form 10-Q, including financial statements and notes; coordinate with auditors regarding financial statements	Company/ Auditors
April 10 – 14	Complete annual meeting arrangements for preparation of: Ballots Programs Agenda Meeting script Q&A book Inspectors’ reports	Company/ Legal Counsel
April 12 – May 1	Prepare and submit periodic reports on proxy returns to management; determine whether another proxy mailing is required	Company/ Transfer Agent/ Proxy Solicitor
April 14 – 19	Draft Q1 earnings release	Company
April 19	Distribute draft Form 10-Q, including financial statements and notes, and Q1 earnings release, to legal counsel and auditors	Company
April 19 – 24	Legal counsel and auditors review and provide comments on Form 10-Q and Q1 earnings release	Legal Counsel/ Auditors
April 22 – 26	Review annual meeting script, speeches, audio/visual requirements, microphone requirements, catering arrangements, displays, parking requirements, security, procedure for checking in shareholders, coordination with news media and analysts and mechanics for webcast of the meeting, if applicable	Company/ Legal Counsel
April 25	Comments due back on draft Form 10-Q, including financial statements and notes, and draft Q1 earnings release from legal counsel and auditors	Legal Counsel/ Auditors
April 25 – May 1	If desirable, begin contacting by telephone those major shareholders who have not responded to proxy solicitation	Company/ Transfer Agent
	Confirm attendance of legal counsel and auditors at annual meeting	Company
April 25 – May 2	Revise Q1 financial statements, Form 10-Q and Q1 earnings release	Company/ Legal Counsel/ Auditors
April 28	Disclosure Practices Committee Meeting regarding issues relating to Q1 earnings release, disclosure controls and procedures and internal control over financial reporting, and conducting Q&A with business unit managers and other employees, relating to Form 10-Q, and CEO/CFO certifications	Company
April 30	Deadline for filing proxy materials with SEC if Form 10-K incorporates information by reference from the proxy materials; file amendment to Form 10-K on Form 10-K/A if proxy statement is not filed by this date	Company
May 2	Distribute Q1 financial statements, Form 10-Q, Q1 earnings release and other materials to Audit Committee	Company
May 3 – 4	Hold CEO/CFO Form 10-Q certifications diligence session with Disclosure Practices Committee to review Form 10-Q, review disclosure controls and procedures and internal control over financial reporting, and obtain CEO and CFO certifications and applicable subcertifications for Form 10-Q	Company
	Prepare script and management for earnings release conference call	Company
May 4	Have shareholder list open for examination (The officer (usually the corporate secretary) in charge of the stock ledger must prepare and make available, at least 10 days before every annual meeting, a complete list of the shareholders entitled to vote at such meeting. Such list must be open to examination by any shareholder at the meeting place and, during ordinary business hours, for at least 10 days prior to the meeting at corporate headquarters. It must also be produced and kept at the time and place of the meeting during the whole time thereof, including on the virtual meeting website if the meeting is held virtually. The specifics and availability will depend on company bylaws and state law requirements.)	Company/ Transfer Agent
May 8	Audit Committee Meeting to: Review Q1 financial results, including the earnings release Review Form 10-Q Review Disclosure Practices Committee report relating to Q1 Review auditors’ report on all critical accounting policies and practices; alternative GAAP-compliant accounting treatments available for material items, including impact of different treatments; and any material written communications between auditors and management, including the management letter	Company
May 8 – 10	Release Q1 numbers in earnings release; conference call regarding Q1 financial results (Make applicable financial information available on website and applicable report filing with SEC)	Company
	File Form 10-Q for Q1 with SEC	Company
May 13 – 14	Review meeting admission guidelines, “disruptive person” guidelines, proxy acceptance guidelines and any other applicable guidelines for annual meeting	Company/ Legal Counsel
	Senior management briefing regarding annual meeting	Company
	Final revisions to management reports to be made at annual meeting and any accompanying presentations	Company
	Set up annual meeting headquarters at meeting site; rehearsals and final briefings	Company
May 14 – 16	ANNUAL MEETING OF BOARD AND BOARD COMMITTEE MEETINGS	Company
May 15	ANNUAL MEETING OF SHAREHOLDERS (Notify applicable exchange of any changes in directors or executive officers as required)	Company
	Complete Oath of Inspector of Election	Company/ Inspector of Election
May 16 – 19	Obtain final shareholder voting numbers in order to disclose results of annual meeting of shareholders on Item 5.07 of 8-K (Information required to be filed within four business days after the end of the annual meeting; if annual meeting includes a say-on-frequency vote, company must file an amendment to the previously filed 8-K disclosing, in light of the Say-on-Frequency vote, company’s decision on how frequently it will hold say-on-pay votes no later than 150 calendar days after the date of the annual meeting, but in no event later than 60 calendar days prior to the deadline for the submission of a Rule 14a-8 shareholder proposal for the subsequent annual meeting)	Company/ Legal Counsel
May 17 – 24	If applicable, send to exchange any required certifications or affirmations consistent with applicable exchange rules (NYSE rules require the submission of a CEO Written Affirmation within 30 days of annual meeting)	Company
May 31	If applicable, file Form SD with SEC	Company
June 30	End of Q2
July 3 – 7	Meetings of internal reporting teams regarding Q2 financial statements, Form 10-Q, disclosure controls and procedures and internal control over financial reporting, and CEO/CFO certification for Form 10-Q	Company
July 7 – 19	Draft and review Form 10-Q, including financial statements and notes; coordinate with auditors regarding financial statements	Company/ Auditors
July 14 – 19	Draft Q2 earnings release	Company
July 19	Distribute Form 10-Q, including financial statements and notes, and Q2 earnings release to legal counsel and auditors	Company
July 19 – 24	Legal counsel and auditors review and provide comments on Form 10-Q and Q2 earnings release	Legal Counsel/ Auditors
July 20	Board and Committee Meetings Annual review of committee charters and governance policies Annual Board and Committee self-evaluations	Company
July 25	Comments due back on Form 10-Q, including financial statements and notes, and Q2 earnings release from legal counsel and auditors	Legal Counsel/ Auditors
July 25 – August 1	Revise Q2 financial statements, Form 10-Q and Q2 earnings release	Company/ Legal Counsel/ Auditors
July 28	Disclosure Practices Committee Meeting regarding issues relating to Q2 earnings release, disclosure controls and procedures and internal control over financial reporting, and conducting Q&A with business unit managers and other employees, relating to 10-Q and CEO/CFO certifications	Company
	Distribute Q2 financial statements, Form 10-Q, Q2 earnings release and other materials to Audit Committee	Company
August 2 – 3	Hold CEO/CFO Form 10-Q certifications diligence session with Disclosure Practices Committee to review Form 10-Q, review disclosure controls and procedures and internal control over financial reporting, and obtain CEO and CFO certifications and applicable subcertifications for Form 10-Q	Company
	Prepare script and management for Q2 earnings release conference call	Company
August 8	Audit Committee Meeting to: Review Q2 financial results, including the earnings release Review Form 10-Q Review Disclosure Practices Committee report relating to Q2 Review auditors’ report on all critical accounting policies and practices; alternative GAAP- compliant accounting treatments available for material items, including impact of different treatments; and any material written communications between auditors and management, including the management letter	Company
August 8 – 10	Release Q2 numbers in earnings release; conference call regarding Q2 financial results (Make applicable financial information available on website and applicable report filing with SEC)	Company
	File Form 10-Q for Q2 with SEC (including, if necessary, notice requirements regarding shareholder proposals for next year’s proxy)	Company
September 20	Board Meeting and Committee Meetings	Company
September 30	End of Q3
October 2 – 6	Meetings of internal reporting teams regarding Q3 financial statements, Form 10-Q, disclosure controls and procedures and internal control over financial reporting, and CEO/CFO certification for Form 10-Q	Company
October 6 – 18	Draft and review Form 10-Q, including financial statements and notes; coordinate with auditors regarding financial statements	Company/ Auditors
October 13 – 18	Draft Q3 earnings release	Company
October 18	Distribute Form 10-Q, including financial statements and notes, and Q3 earnings release to legal counsel and auditors	Company
October 18 – 23	Legal counsel and auditors review and provide comments on Form 10-Q and Q3 earnings release	Legal Counsel/ Auditors
October 24	Comments due back on Form 10-Q, including financial statements and notes, and Q3 earnings release from legal counsel and auditors	Legal Counsel/ Auditors
October 24 – 31	Revise Q3 financial statements, Form 10-Q and Q3 earnings release	Company/ Legal Counsel/Auditors
October 27	Disclosure Practices Committee Meeting regarding issues relating to Q3 earnings release, disclosure controls and procedures and internal control over financial reporting, and conducting Q&A with business unit managers and other employees, relating to Form 10-Q and CEO/CFO certifications	Company
October 31	Distribute Q3 financial statements, Form 10-Q and Q3 earnings release to Audit Committee	Company
November 1	Prepare and distribute time and responsibility schedule for next year’s annual proxy statement and annual reporting season to management, legal counsel and auditors	Company
November 1 – 2	Hold CEO/CFO Form 10-Q certifications diligence session with Disclosure Practices Committee to review Form 10-Q, review disclosure controls and procedures and internal control over financial reporting, and obtain CEO/CFO certifications and applicable subcertifications for Form 10-Q	Company
	Prepare script and management for Q3 earnings release conference call	Company
November 6	Audit Committee Meeting/ Conference Call to: Review Q3 financial results, including the earnings release Review Form 10-Q Review Disclosure Practices Committee report relating to Q3 Review CEO/CFO reporting and disclosure philosophy and internal communications and reporting design to set “tone at the top” for preparation of Form 10-K and financial statements Review auditors’ report on all critical accounting policies and practices; alternative GAAP- compliant accounting treatments available for material items, including impact of different treatments; and any material written communications between auditors and management, including the management letter	Company
November 6 – 9	Release Q3 numbers in earnings release; conference call regarding Q3 financial results (Make applicable financial information available on website and applicable report filing with SEC)	Company
	File Form 10-Q for Q3 with SEC	Company
November 14	Board Meeting and Committee Meetings	Company
November 29 – December 6 (assuming definitive annual proxy materials for last annual meeting were distributed to shareholders between March 29 and April 5)	Final date for receipt of Rule 14a-8 shareholder proposals to be included in annual meeting proxy statement for upcoming year (Rule 14a-8 under the 1934 Act generally requires that shareholder proposals be received by company at corporate headquarters no later than 120 days prior to the date of distribution of previous year’s proxy materials if upcoming annual meeting is scheduled to be held within 30 days of previous year’s annual meeting; if not, then the last day for Rule 14a-8 shareholder proposals is a “reasonable” time before printing proxy materials for upcoming annual meeting)	Company

* Dates will change depending on the calendar year. Generally, if the last filing day relating to an SEC filing requirement falls on a weekend or holiday, then the last filing day relating to such filing shall extend to the next business day.

Reportable Event	Form 8-K Item	Filing Deadline	Notes/Comments
Entry Into a Material Definitive Agreement (or a Material Amendment of a Material Definitive Agreement)*	Item 1.01	Within four business days	Generally, agreements required to be filed as exhibits to Form 10-K or 10-Q under Item 601 of Regulation S-K will trigger Form 8-K disclosure, other than executive compensation agreements. Companies are encouraged, but not required, to file copies of the agreements as exhibits to Form 8-K. If not filed with Form 8-K, the agreements will be filed as exhibits to the company’s periodic report for the period in which the agreement was entered or the next applicable registration statement.
Termination of a Material Definitive Agreement*	Item 1.02	Within four business days	Triggered only if termination is material to the company. No disclosure required if agreement terminates by expiration on its stated termination date or upon the parties’ completion of their obligations under the agreement, or if the company believes in good faith that the agreement has not been terminated, unless the company has received notice of termination pursuant to agreement terms.
Bankruptcy or Receivership	Item 1.03	Within four business days	Triggered by appointment of a receiver in federal or state bankruptcy proceeding or by entry of an order confirming a plan of reorganization, arrangement or liquidation.
Mine Safety-Reporting of Shutdowns and Patterns of Violations	Item 1.04	Within four business days	Triggered by receipt of specified orders or notices with respect to a coal or other mine of which the company or a subsidiary is an operator.
Completion of Acquisition or Disposition of Assets	Item 2.01	Within four business days	Report acquisition or disposition of a significant amount of assets other than in the ordinary course of business. Specific guidelines are provided for determining what is deemed to be a significant amount of assets.
Results of Operations and Financial Condition	Item 2.02	Within four business days To take advantage of the conditional exemption from filing for an earnings call, related earnings release must be accepted by the SEC prior to, and within 48 hours of, the call	Triggered by public announcement/release of material nonpublic information (or update of such information) regarding financial results/condition for a completed fiscal year or quarter (other than in Form 10-Q or 10-K). A quarterly earnings release will be furnished under this Item. Disclosure under this Item is deemed to be “furnished” and not “filed,” unless the company provides that information is to be deemed “filed.”
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement*	Item 2.03	Within four business days	Triggered by: Entering into an enforceable agreement under which a material direct financial obligation will arise or be created. If no agreement, then triggered by closing or settlement of the transaction under which the direct financial obligation arises or is created. Becoming directly or contingently liable for an obligation that is material arising out of an off-balance sheet arrangement. If the company or an affiliate is not party to the transaction or agreement creating a contingent obligation arising under the off-balance sheet arrangement, the four-business-day period for filing the Form 8-K begins on the earlier of (a) the fourth business day after the contingent obligation is created or arises and (b) the day on which an executive officer becomes aware of the contingent obligation. Entering into an agreement, transaction or arrangement that comprises a facility, program or similar arrangement that creates or may give rise to direct financial obligations in connection with multiple transactions. A direct financial obligation is a long-term debt obligation, capital lease obligation, operating lease obligation or short-term debt obligation arising other than in the ordinary course of business.
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement*	Item 2.04	Within four business days	Triggered by the occurrence of an event of default, an event of acceleration or a similar “triggering” event that accelerates or increases a direct financial obligation or an obligation under an off-balance sheet arrangement with consequences material to the company.
Costs Associated with Exit or Disposal Activities*	Item 2.05	Within four business days	Triggered when the Board or an authorized officer commits the company to an exit or disposal plan, or otherwise disposes of a long-lived asset or terminates employees under a plan of termination, under which the company will incur a material write-off or restructuring charge.
Material Impairments*	Item 2.06	Within four business days	Triggered when the Board or an authorized officer concludes that a material charge for impairment to one or more assets, including impairments of securities or goodwill, is required under GAAP (except if conclusion is in connection with the preparation, review or audit of financial statements included in a timely filed periodic report).
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing	Item 3.01	Within four business days	Triggered by: Receipt of notice from the NYSE, Nasdaq or other domestic exchange of failure to satisfy continued listing standards, or that the exchange has taken delisting action; Notice by the company to the NYSE, Nasdaq or other exchange of any material noncompliance with a continued listing standard; Receipt of public reprimand letter or similar communication from the NYSE, Nasdaq or other exchange of a violation of a continued listing standard; or Definitive Board or authorized officer action to withdraw listing from the NYSE, Nasdaq or other exchange.
Unregistered Sales of Equity Securities	Item 3.02	Within four business days	Triggered by sale, but only if the securities sold, in the aggregate since the company’s last report under this Item or its last periodic report, constitute 1% or more of the number of shares outstanding (5% or more for a smaller reporting company). Sale occurs when the company enters into an enforceable agreement under which equity securities are to be sold. If there is no written agreement, sale occurs on the date of closing or settlement of the sale. Shares outstanding include only actual shares outstanding (not convertible securities). Any disclosure not required to be reported under this Item on Form 8-K – because it does not meet Form 8-K size threshold – will continue to be required to be reported on Forms 10-Q and 10-K.
Material Modification to Rights of Security Holders	Item 3.03	Within four business days	Triggered by material modification to instruments (like articles of incorporation) that define the rights of shareholders or other security holders, or by the issuance or modification of any other securities that has a material adverse impact on those rights.
Changes in Certifying Accountant	Item 4.01	Within four business days	Triggered by resignation or dismissal of accountant or its refusal to stand for reappointment and, as a separate reportable event, by the engagement of a new accountant.
Nonreliance on Previously Issued Financial Statements*	Item 4.02(a)	Within four business days	Triggered when the Board, a Board Committee or an authorized officer concludes that any previously issued financial statements should no longer be relied on because of an error in those financial statements.
Nonreliance on Previously Issued Audit Report or Completed Interim Review	Item 4.02(b)	Within four business days	Triggered when the company is advised by its independent accountant that the company should make disclosure or take action to prevent further reliance on a previously issued audit report or interim review related to previously issued financial statements.
Changes in Control	Item 5.01	Within four business days	Triggered when the Board, a Board Committee or an authorized officer has knowledge that a change in control of the company has occurred.
Departure of a Director as a Result of a Disagreement or Removal for Cause	Item 5.02(a)	Within four business days	Triggered when a director resigns or refuses to stand for reelection because of a disagreement with the company’s operations, policies or practices, and that disagreement is known to an executive officer. If the director furnishes the company with any written correspondence concerning the circumstances surrounding the director’s departure, the company must file the correspondence as an exhibit to Form 8-K. The company must also provide the Form 8-K disclosure to the director – not later than the day it is filed – and give the director an opportunity to furnish a letter stating whether the director agrees with the company’s disclosures. If provided, the director’s response letter must be filed as an exhibit by amendment to the previously filed Form 8-K within two business days of receipt by the company.
Any Other Departure of a Director or Any Departure of a Principal Officer or Named Executive Officer	Item 5.02(b)	Within four business days	Triggered by notice of a decision to resign, retire, refuse to stand for reelection or termination (or demotion in responsibilities or duties), except, with respect to a director, in circumstances covered by Item 5.02(a). Whether communications represent discussion or consideration, on the one hand, or notice of a decision, on the other, is a “facts and circumstances” determination. Principal officers include the company’s principal executive officer, president, principal financial officer, principal accounting officer, principal operating officer or any person performing similar functions. The named executive officers are those listed in the most recent proxy statement.
Appointment of a New Principal Officer	Item 5.02(c)	Within four business days	Triggered on the date of appointment. However, if the company intends to make the first public announcement of the appointment other than by means of a Form 8-K after an applicable Form 8-K would otherwise be due, the company may file the Form 8-K on the day on which the company first publicly announces the appointment.
Election of a New Director Other Than by Shareholder Vote	Item 5.02(d)	Within four business days	Form 8-K is not required if the election is by vote of the shareholders at an annual meeting or a meeting called for that purpose.
Entry into or Amendment of Material Compensation Arrangement*	Item 5.02(e)	Within four business days	Applies to principal executive officer, principal financial officer and named executive officers. A termination should be disclosed if it constitutes a material amendment or modification.
Salary and Bonus Omitted from Summary Compensation Table	Item 5.02(f)	Within four business days	If a company omits from the Summary Compensation Table in its annual report or proxy statement, as applicable, the value of the salary or bonus earned by a named executive officer because it cannot calculate the value prior to filing its annual report or proxy statement, this Item requires the company to file a Form 8-K to report this information as soon as the amounts are calculable in whole or in part.
Amendments to the Company’s Articles of Incorporation or Bylaws Other Than by Shareholder Vote	Item 5.03(a)	Within four business days	Form 8-K is not required if the amendments were adopted by the shareholders pursuant to a previously filed proxy statement.
Change in Fiscal Year Other Than by Shareholder Vote	Item 5.03(b)	Within four business days	Form 8-K is not required if the change is approved by a shareholder vote through the solicitation of proxies or is effected through an amendment to the company’s articles of incorporation or bylaws.
Temporary Suspension of Trading Under Company’s Employee Benefit Plans	Item 5.04	Within four business days	Triggered by receipt of notice from the plan administrator of a pension fund trading blackout period. If notice is not received, then triggered by a Regulation BTR notification from the company to an affected officer or director of a pension fund trading blackout period. (We discuss Regulation BTR in more detail in Chapter 6.)
Amendment to the Company’s Code of Ethics or Waiver of a Provision of the Code of Ethics	Item 5.05	Within four business days	Form 8-K filing is not required if the company provides the required disclosure on its website within four business days, and the company disclosed in its most recently filed Form 10-K its website address and intention to provide disclosure in this manner. This information must remain on the company’s website for 12 months. (A company need not disclose technical, administrative or other nonsubstantive amendments to its code of ethics.) A waiver must be disclosed only when it relates to a material departure from a provision of the company’s code of ethics.
Change in Shell Company Status	Item 5.06	Within four business days	If a company that was a shell company (other than a shell company related to a business combination) completes a transaction that effectively causes the company to cease being a shell company, then the material terms of the transaction need to be disclosed under this Item.
Submission of Matters to a Vote of Security Holders	Item 5.07	Within four business days, beginning with the day on which the meeting ended	Preliminary voting results must be disclosed within four business days if final voting totals are not available; if preliminary results are filed, final voting results must be filed as an amended report on Form 8-K. No later than 150 days after the end of a meeting at which shareholders vote on the frequency of the say-on-pay vote, the company’s decision in light of that vote as to how frequently the company will include the say-on-pay vote in its proxy materials must be disclosed by amendment to the original Form 8-K disclosing the meeting’s voting results, unless such decision was disclosed in the original Form 8-K.
Shareholder Director Nominations	Item 5.08	Within four business days after the company determines the anticipated meeting date	If a registrant is required to include shareholder director nominees in its proxy materials pursuant to applicable law or its governing documents, then the company must disclose the date by which a nominating shareholder must submit the notice on Schedule 14N required to be filed pursuant to Rule 14a-18 under the 1934 Act. The SEC has not provided any guidance on this Item, but it appears that the intended meaning is that this Item is triggered only if the company’s advance notice bylaw does not provide a deadline for submission of shareholder director nominees, and the company did not hold an annual meeting the previous year or the date of this year’s annual meeting has been changed by more than 30 days from the date of the previous year’s meeting.
Events Related to Asset- Backed Securities	Items 6.01 – 6.06	Within four business days	Require the reporting of various events applicable to asset- backed securities, including the filing of informational and computational materials, change of servicer or trustee, change in credit enhancement or other external support, failure to make a required distribution, significant change (5% or more) in the asset pool relating to an offering of asset-backed securities, and static pool information.
Regulation FD Disclosure	Item 7.01	Comply with Regulation FD timing requirements	This Item can be used to comply with Regulation FD disclosure requirements. Disclosure under this Item is deemed to be “furnished” and not “filed,” unless the company provides that information is to be deemed “filed.”
Other Events	Item 8.01	No specific timing requirement If filing under this Item to disclose nonpublic information required to be disclosed by Regulation FD, comply with Regulation FD timing requirements	This Item can be used for voluntary disclosure of any events, with respect to information not otherwise required by Form 8-K, that the company deems of importance to shareholders. The company may file a report under this Item disclosing the nonpublic information required to be disclosed by Regulation FD. Unlike a filing under Item 7.01, disclosure under this Item is deemed to be “filed,” not “furnished.”
Financial Statements and Exhibits	Item 9.01	Financial statements required by Item 9.01 will be filed with initial Item 2.01 Form 8-K report (or by amendment not later than 71 calendar days after the date that initial Form 8-K is due) Other required exhibits are filed as required by the relevant Form 8-K Item.	Requires filing of financial statements and pro forma financial information for certain business acquisitions required to be described under Item 2.01 of Form 8-K. Also calls for filing of other exhibits required by the relevant Form 8-K Item or Item 601 of Regulation S-K.

*These Items are subject to a limited safe harbor from public and private claims under Section 10(b) of the 1934 Act, and Rule 10b-5 under the 1934 Act for a failure to timely file a Form 8-K. The safe harbor extends only until the due date of the next periodic report for the relevant period in which the Form 8-K was not timely filed. In addition, failure to timely file these Items will not impair eligibility to use short-form registration statements on Form S-3 so long as the required Form 8-K is filed on or before the date of filing of the Form S-3 and otherwise meets the safe harbor requirements.

Side A Coverage	Side B Coverage	Side C Coverage
Provides coverage directly to directors and officers accused of wrongdoing when company fails to indemnify them	Reimburses company for its indemnification of directors and officers	“Entity coverage” for claims made against the company; typically, public companies are only covered for securities claims

HYPOTHETICAL POLICY PERIOD – JULY 1, 2030, TO JUNE 30, 2031

$30M	Side A (Excess) 123 Insurance Co. $5M Excess Coverage Over $15M Primary and $10M Secondary Layers (Coverage from this “difference-in-condition” policy “drops down” in certain situations where carrier below fails to pay) (Side A only)	NO COVERAGE	NO COVERAGE
$25M	Second Layer (Excess) XYZ Insurance Co. $10M Excess Coverage Limit Over $15M Primary Layer (Side A, Side B, Side C)
$15M	Primary Layer ABC Insurance Co. $15M Coverage Limit (Side A, Side B, Side C)
	$0 Retention	$1M Retention – Company’s Obligation

This table summarizes the main NYSE continued listing standards applicable to most U.S. companies (investment companies, special purpose acquisition companies, foreign entities, affiliated companies, real estate investment companies and companies that have only listed debt or preferred securities, for example, will have some special standards) using publicly available information on the NYSE’s website as of the time this Handbook went to press. When a company falls below any of these criteria, the NYSE usually gives consideration to prompt initiation of suspension and delisting procedures.

Stock Price Criteria
Average closing price of the listed security over a consecutive 30 trading-day period is less than . . .	$1.00
Financial Criteria
Average global market capitalization over a consecutive 30 trading-day period is less than . . . together with Total shareholders’ equity is less than . . . . . . . . . . . . In addition, if a company’s average global market capitalization over a consecutive 30 trading-day period is less than $15 million, the NYSE will promptly initiate suspension and delisting procedures.	$50 million $50 million
Distribution Criteria
Number of publicly held shares is less than . . . . . . . Number of total shareholders (generally including both beneficial and record holders) is less than . . Number of total shareholders (generally including both beneficial and record holders) when average monthly trading volume for most recent 12 months falls below 100,000 shares, is less than . . . (Note: Shares held by directors and officers (and their immediate families) and other concentrated holdings of 10% or more are excluded when calculating the number of publicly held shares)	600,000 400 1,200
Qualitative Requirements
Continued compliance with NYSE requirements and corporate governance standards . . . . . . . . . . . Absence of certain changes in a company’s ongoing corporate status (e.g., sale or intent to cease use for any reason of substantial portion of operating assets; intent to file for bankruptcy or liquidation; SEC registration or periodic filing deficiency) . . .	See Chapter 9 Discuss with the NYSE as applicable

This table summarizes the main Nasdaq Global Select Market and Nasdaq Global Market continued listing standards for listed primary equity securities (e.g., common stock) using publicly available information on Nasdaq’s website as of the time this Handbook went to press. Companies generally must meet all of the criteria under at least one of the three standards set forth below. When a company falls below any of these criteria, it should carefully review Nasdaq rules to determine appropriate next steps.

Standards	Equity Standard	Market Value Standard	Total Assets/ Total Revenue Standard
Minimum Bid Price* . . . . . . . . . . . . . . . . . . . . . . . . .	$1.00	$1.00	$1.00
Market Makers (registered and active)** . . . . . . .	2	4	4
Total Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . .	400	400	400
Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . .	$10 million	N/A	N/A
Market Value of Listed Securities* . . . . . . . . . . . .	N/A	$50 million	N/A
Total Assets AND Total Revenue* . . . . . . . . . . . . (in latest fiscal year OR in 2 of last 3 fiscal years)	N/A	N/A	$50 million AND $50 million
Publicly Held Shares . . . . . . . . . . . . . . . . . . . . . . . . (shares outstanding less any shares directly or indirectly held by officers, directors or beneficial owners of 10%)	750,000	1.1 million	1.1 million
Market Value of Publicly Held Securities* . . . . .	$5 million	$15 million	$15 million
Continued Compliance with Corporate Governance and Disclosure Standards . . . . . . .	Yes	Yes	Yes

* Company will be noncompliant if standard is not met for a period of 30 consecutive business days.
** Company will be noncompliant if standard is not met for a period of 10 consecutive business days.

The Nasdaq Capital Market – Continued Listing Standards

This table summarizes the main Nasdaq Capital Market continued listing standards for listed primary equity securities (e.g., common stock) using publicly available information on Nasdaq’s website as of the time this Handbook went to press. Companies generally must meet all of the criteria under at least one of the three standards set forth below. When a company falls below any of these criteria, it should carefully review Nasdaq rules to determine appropriate next steps.

Standards	Equity Standard	Market Value of Listed Securities Standard	Net Income Standard
Minimum Closing Bid Price* . . . . . . . . . . . . . . . . .	$1.00	$1.00	$1.00
Market Makers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (registered and active, one of which may be entering a stabilizing bid)**	2	2	2
Public Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (shares outstanding less any shares directly or indirectly held by officers, directors or beneficial owners of 10%)	300	300	300
Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . .	$2.5 million	N/A	N/A
Market Value of Listed Securities* . . . . . . . . . . . .	N/A	$35 million	N/A
Net Income from Continuing Operations . . . . . . (in latest fiscal year OR in 2 of last 3 fiscal years)	N/A	N/A	$500,000
Publicly Held Shares . . . . . . . . . . . . . . . . . . . . . . . . (shares outstanding less any shares directly or indirectly held by officers, directors or beneficial owners of 10%)	500,000	500,000	500,000
Market Value of Publicly Held Securities* . . . . .	$1 million	$1 million	$1 million
Continued Compliance with Corporate Governance and Disclosure Standards . . . . . . .	Yes	Yes	Yes

	You’re a Public Company? What Does It Mean?

	Corporate Governance: Best Practices in the Boardroom

	Investor and Other Stakeholder Engagement

	Nuts & Bolts: The Basics of Public Company Periodic Reporting Obligations

	Finding Your Voice: Disclosure Practices for Non-GAAP Financial Measures and Regulations FD and M-A

	Insider Reporting Obligations and Insider Trading Restrictions; Rule 10b5-1 Trading Plans

	Proxy Statements and Proxy Solicitation

	Annual Meeting of Shareholders

	NYSE Listing Standards: Governance on the "Big Board"

	Nasdaq Listing Standards: To Market, to Market

	Corporate Structural Defenses to Takeovers

	Follow-On Offerings and Shelf Registrations

	Securities and Corporate Governance Litigation

	Tiring of the Public Eye? Delisting, Deregistration and Going Private

	Foreign Private Issuers

	Appendix

The Public Company Handbook: Appendix 1-5

Appendix 1: Annual 1934 Act Reporting Calendar (SEC Reporting and Annual Shareholders’ Meeting)

Appendix 2: Form 8-K Reportable Events and Filing Deadlines

Appendix 3: Directors’ and Officers’ Liability Insurance: A Visual Guide

Appendix 4: NYSE Listing Standards Continued Listing Standards

Appendix 5: The Nasdaq Global Select Market and The Nasdaq Global Market – Continued Listing Standards

The Nasdaq Capital Market – Continued Listing Standards