What are the updates to the “glossy” annual report filing requirements? 

Filers impacted by the SEC’s “glossy” annual report requirements

Registrants that are required to submit to the Commission their “glossy” annual report to security holders, furnished pursuant to Rule 14a-3(c) or Rule 14c-3(b) to the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”), or under the requirements of Form 10–K for filers reporting pursuant to Section 15(d) of the Exchange Act, or by Foreign Private Issuers on Form 6–K pursuant to Exchange Act Rules 13a-16 or 15d-16.

Important changes in the amended requirements:

• Registrants will no longer be permitted to submit their “glossy” annual report for security holders to the SEC in paper
• The “glossy” annual report must be filed in PDF format
• Domestic companies are required to file the “glossy” annual report as a Form ARS or as EX-99 within Form ARS
• Foreign Private Issuers are required to file the “glossy” annual report as EX-99 within a Form 6-K

Engage your Toppan Merrill Service Team in advance to ensure your annual report will be compiled into a single SEC-compliant PDF. 

Annual report definition

The annual report to shareholders is a document used by most public companies to disclose corporate information to their shareholders. It is usually a state-of-the-company report, including an opening letter from the chief executive officer, financial data, results of operations, market segment information, new product plans, subsidiary activities and research and development activities on future programs. Reporting companies must send annual reports to their shareholders when they hold annual meetings to elect directors. Under the proxy rules, reporting companies are required to post their proxy materials, including their annual reports, on their company websites.

The annual report on Form 10-K, which must be filed with the SEC, may contain more detailed information about the company’s financial condition than the annual report and will include the annual financial statements of the company. Companies sometimes elect to send their annual report on Form 10-K to their shareholders in lieu of, or in addition to, providing shareholders with a separate annual report to shareholders. (Investor.gov)

What is a “glossy” annual report?

The definition Toppan Merrill uses is: “Commission proxy rules require companies to provide their security holders an annual report (frequently referred to as a “glossy” annual report because it often is printed on high gloss paper) before or at the time they furnish a proxy statement to the security holders.” 

• A “glossy” annual report can be any of the following:
  • Annual report
  • Combo Proxy/Annual report
  • 10-K with wrap/inserts
  • 10-K without wrap or inserts

It is critical that the filer identifies the content of their annual report to shareholders which is what is filed in the ARS.

For support and additional information, explore our SEC reporting solutions.

Q: What are the required form types that the “glossy” annual report must file under?
A: Domestic companies are required to file in PDF format under Form ARS or as EX-99 within an ARS. Foreign Private Issuers are required to file in PDF format as EX-99 within a Form 6-K.

Q: Will there be deadlines for filing “glossy” pages?
A: The ARS filing must file no later than the date it is provided to shareholders which corresponds with the proxy mail date. The 6-K must file when the report is furnished to shareholders.

Q: What is being filed in the ARS or EX-99 to 6-K?
A: Filers will have the option to submit the “glossy” in Form ARS as a primary filing in PDF or in the Form ARS (for domestic filers) or Form 6-K (for Foreign Private Issuers) as exhibit type EX-99 in PDF as an official filing format (the only format that EDGAR supports).

Q: What requirements are there of the “glossy” annual report being filed?
A: The “glossy” annual report to security holders should capture the graphics, styles of presentation, and prominence of disclosures (including text size, placement, color, and offset, as applicable) contained in the reports. The SEC final rule indicates the “glossy” annual report “should not be re-formatted, re-sized, or otherwise re-designed for purposes of the submission on EDGAR.”

Examples of filed ARS and 6-K submissions:

• Annual Report: SEC Annual Report Link
• 10-K (no wrap or inserts): SEC 10-K (no wrap or inserts)
• 10-K (wrap/inserts): SEC 10-K (wrap/inserts)
• Combo Proxy/Annual Report: SEC Combo Proxy/Annual Report
• 6-K: SEC 6-K
  

References:

• Final Rule: https://www.federalregister.gov/documents/2022/06/10/2022-12253/updating-edgar-filing-requirements-and-form-144-filings
• EDGAR Filer Manual (“EFM”): https://www.sec.gov/edgar/filermanual
  • See EDGAR Release 22.4, December 19, 2022:
    In Release 33-11070, the Commission adopted amendments to its rules governing the electronic filing and submission of documents to require filers beginning January 11, 2023, to electronically submit their “glossy” annual reports to shareholders. Filers will have the option to submit the “glossy” in Form ARS as a primary filing in PDF or in the Form ARS and Form 6-K as exhibit type EX-99 in PDF as an official filing format.
    • • EFM Volume II – v64: https://www.sec.gov/files/edgar/filermanual/archive/efmvol2-v64.pdf
        • See Section 5.2.3.6 PDF as Official Document- Page 5-28 (188 of PDF)
        SEC “The Filer Report”: https://content.govdelivery.com/accounts/USSEC/bulletins/12be840
      • Updating EDGAR Filing Requirements and Form 144 Filings Small Entity Compliance Guide: https://www.sec.gov/corpfin/updating-edgar-filing-requirements-and-form-144-filingsInvestor.gov – Annual Report: https://www.investor.gov/introduction-investing/investing-basics/glossary/annual-report
      Contact our experts with questions or support regarding the “Glossy” Annual Report requirements.