Glossary

Acquisition

What is an Acquisition? 

An acquisition typically involves a larger company buying or acquiring a smaller company. An acquisition can involve collaboration between two companies. However, it can also take place without the consent of the acquired company, which is known as a “hostile takeover”. Acquisitions and mergers have similar motivations. These include increasing market share, diversifying the portfolio, expanding into new markets or regions, and creating operational efficiencies.

Acquisition example: Amazon acquired Whole Foods. This gave Amazon a physical presence in retail. It also allowed them to enter the grocery business. 

Americans with Disabilities Act

What is the Americans with Disabilities Act Standards for Accessible Design? 

ADA compliance refers to the Americans with Disabilities Act (ADA) Standards for accessible design, which states that all electronic information and online technology must be accessible to people with disabilities. ADA compliance is similar to SEC Section 508, however compliance with Section 508 is required for federally funded companies. Who needs to be ADA compliant? Organizations that need to adhere to the ADA requirements include state and local government agencies, private employers with 15 or more employees and businesses that operate for the benefit of the public. For support and additional information, explore our solutions for Health Plans Regulated Communications.

Annual Enrollment Period (AEP)

When is the Annual Enrollment Period (AEP)? 

The Annual Enrollment Period (AEP) is a designated time each year for eligible persons to change Medicare coverage choices. This enrollment opportunity is also referred to less formally as the Medicare Open Enrollment Period or the Annual Enrollment Period. The types of plans subject to the AEP are those associated with Medicare Advantage, Part D Prescription Drug Plans and limited other Medicare-related plans subject to guidelines from the Centers for Medicare & Medicaid Services (CMS). All people with Medicare have an opportunity to change their Medicare health plans and prescription drug coverage to better meet their needs between October and December each year. Coverage elections made during this time typically go into effect on Jan. 1 of the following year. For support and additional information, explore our Health Plans Regulated Communications.

Annual Meeting Notice

What is an Annual Meeting Notice? 

The Annual Meeting Notice is an announcement sent to shareholders by publicly-held companies before their annual meeting. The notice is typically a one-page announcement that is included as part of the proxy statement. An Annual Meeting Notice provides the date, time and place of the annual meeting. It also summarizes the items that will be voted on at the meeting and provides options for online and mail-in voting or voting by return mail. The Annual Meeting Notice is usually written and signed by the company’s corporate secretary. For support and additional information, explore our Annual Meeting and Proxy Solutions.

Annual Notice of Change (ANOC)

What is Annual Notice of Change (ANOC)? 

ANOC is an acronym for the Annual Notice of Change, a document sent to members of a Medicare Advantage Plan to announce important changes to an existing plan for the coming plan year. The ANOC summarizes changes in the plan’s costs and coverage that will take effect Jan. 1 of the following year. For employer group plans, the changes will take effect at the beginning of the group’s plan year, which sometimes varies from the traditional calendar year. The ANOC provides timely updates to changes in plan benefits, to support members’ plan evaluations when considering a change or to stay enrolled with their current plan. For support and additional information, explore our solutions for Health Plans Regulated Communications.

Central Index Key (CIK)

What is a central index key?

A CIK, central index key, is equivalent to an account number to identify the EDGAR filer. Using the correct CIK is critical for a filing to be associated with the correct EDGAR filer. The CIK is available to the public and cannot be changed. However, when two companies merge, or a company changes their name, the CIK of the surviving/new entity can be associated with the new name by updating the company profile in the EDGAR database, which is a computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the Commission. For support and additional information, explore our SEC reporting solutions.

CIK Confirmation Code (CCC)

What is a CIK confirmation code (CCC)?

A CIK confirmation code (CCC) is equivalent to a PIN, also known as a personal identification number, and is confidential. The CCC must be eight characters. It is case-sensitive and must contain at least one number and one special character (@, #, $, or *). Sample CCC: ysmajr4$. A CIK confirmation code never expires. The CCC allows a filing to be made on your behalf by a filing agent such as Toppan Merrill. For support and additional information, explore our SEC reporting solutions.

Climate Disclosure

What is climate disclosure?

Climate disclosure references the Climate Risk Disclosure Act of 2019, requiring public companies to disclose more information about their exposure to climate-related risks, which will help investors appropriately assess those risks. However, climate disclosure became a hot topic before the Act passed. It became a topic of conversation for investors in the 1970s when the SEC, Securities and Exchange Commission, initially launched its efforts to provide investors with information about the potential environmental risk associated with public companies.

For many years the SEC provided additional related guidance to climate disclosure. However, on March 21, 2022, the SEC went beyond guidance, when they proposed a significant rule adjustment. The SEC stated under the proposed rules changes, accelerated filers and large accelerated filers would be required to include an attestation report from an independent attestation service provider covering Scopes 1 and 2 emissions disclosures, with a phase-in over time, to promote the reliability of GHG emissions disclosures for investors. The proposed rules would include a phase-in period for all registrants, with the compliance date dependent on the registrant’s filer status, and an additional phase-in period for Scope 3 emissions disclosure. For support and additional information, explore our Annual Meeting and Proxy Solutions.

Compensation Discussion and Analysis (CD&A)

What is Compensation Discussion and Analysis (CD&A)?

Compensation Discussion and Analysis (CD&A) is a proxy statement component that covers the discussion of compensation philosophy, for example, pay-for-performance, performance metrics, and performance vesting equity. The CD&A shows an overview of the year‘s performance and compensation performance targets, and key compensation decisions made in the past year (i.e., salary changes, incentive plan changes). It also includes a compensation framework, including compensation policies/process and risk considerations, employment agreements, and compensation in comparison to peer group companies. For support and additional information, explore our Annual Meeting and Proxy Solutions.

Corporate Consolidation

What is corporate consolidation?

Corporate consolidation is when two or more businesses (business units or companies) merge to become a single larger entity. Corporate consolidation looks a lot like a basic merger transaction. Two or more organizations join into one. The main difference is that a consolidation transaction creates an entirely new business entity (mainly relevant from a legal/tax perspective). There are many reasons for a Spin-off. Spin-offs can assist in growth trajectory by developing a high-growth division or business. Or a Spin-off could be done to sell a portion of a business that wasn’t aligned with the company’s focus. Some Spin-offs occur when a company wants to sell a portion of itself and can’t find a buyer. No matter the situation, when a Spin-off transpires, shareholders in the parent company are compensated by issuing new company stock equivalent to their equity loss from the Spin-off. A recent example is the Spin-off of General Electric, which will become 3 focused entities in the areas of: aviation, healthcare and energy with the aviation business retaining the General Electric name. The reasons given for the Spin-off by General Electric included greater strategic business-specific focus and flexibility to drive long-term growth and value for the three business units. For support and additional information about corporate consolidation and spin offs, explore our mergers & acquisitions solutions.