Filings & Data Points

Shareholders from Costco pushed the company to cut carbon emissions. Read More: https://www.intelligize.com/2022-proxy-season-in-review-more-shareholder-proposals-less-support/

Home Depot shareholders supported a proxy proposal, this year, to conduct a racial equity audit. Read More: https://www.intelligize.com/2022-proxy-season-in-review-more-shareholder-proposals-less-support/

This year, shareholders, from pharmaceutical company Johnson & Johnson, supported a proxy proposal to conduct a racial equity audit. Read More: https://www.intelligize.com/2022-proxy-season-in-review-more-shareholder-proposals-less-support/

Twitter announced its preparations for legal battle with Musk to enforce merger agreement. Read More: https://www.intelligize.com/elon-musk-says-its-high-time-to-end-twitter-deal/

Musk filed with the SEC to document intended termination of Twitter buyout. Read More: https://www.intelligize.com/elon-musk-says-its-high-time-to-end-twitter-deal/

Apple shareholders pushed for increased transparency on the use of forced labor in company’s supply chain. Read More: https://www.intelligize.com/u-s-enacts-import-law-to-sanction-china-over-abuses-of-uyghurs/  

Lowe’s saw a reproductive policies proposal set forth by activist investors fail. Read More: https://www.intelligize.com/companies-respond-to-supreme-courts-roe-v-wade-reversal/  

A recent proposal submitted to The TJX Companies, regarding reproductive policies, has failed. Read More: https://www.intelligize.com/companies-respond-to-supreme-courts-roe-v-wade-reversal/  

Walmart investors shot down a proposal calling for a report on the impact of reproductive rights policies. Read More: https://www.intelligize.com/companies-respond-to-supreme-courts-roe-v-wade-reversal/  

GameStop has added NFTs to its business model. Read More: https://www.intelligize.com/nft-regulation-starts-to-take-shape/

Playboy is among companies adding NFTs to their brand. Read More: https://www.intelligize.com/nft-regulation-starts-to-take-shape/

Descrypto Holdings has joined other sports-centric companies in showing off their NFTs. Read More: https://www.intelligize.com/nft-regulation-starts-to-take-shape/

DraftKings is among sports-centric companies recently touting NFT ventures. Read More: https://www.intelligize.com/nft-regulation-starts-to-take-shape/

Continental Resources board chair, Harold G. Hamm, submitted an offer to purchase the oil company outright. Read More: https://www.intelligize.com/private-eyes-boards-evaluating-flood-of-take-private-offers/

Stockholders approved Citrix Systems’ acquisition by Evergreen Coast Capital Corporation. Read More: https://www.intelligize.com/private-eyes-boards-evaluating-flood-of-take-private-offers/

McAfee Corp. is one of numerous companies taken private recently. Read More: https://www.intelligize.com/private-eyes-boards-evaluating-flood-of-take-private-offers/

Software company, Citrix, recently ditched life as a publicly traded company. Read More: https://www.intelligize.com/private-eyes-boards-evaluating-flood-of-take-private-offers/

SPACs like Bull Horn Holdings Corp. compelled to seek merger deals with less traditional partners. Read More: https://www.intelligize.com/spacs-woes-mount/

Forbes and SPAC, Magnum Opus Acquisition Limited, recently called off their merger deal. Read More: https://www.intelligize.com/spacs-woes-mount/

Citing “unfavorable market conditions,” a recent RedBall Acquisition Corp. and SeatGeek merger agreement fell apart. Read More: https://www.intelligize.com/spacs-woes-mount/

In amended annual report, Clearday indicated that a potential recession would have predictable and unanticipated economic impacts. Read More: https://www.intelligize.com/corporate-executives-prepare-for-a-recession/  

Marvell Technology, a semiconductor maker, described risks of potential recession in its recently quarterly report. Read More: https://www.intelligize.com/corporate-executives-prepare-for-a-recession/  

Tesla’s entire bitcoin trade may be underwater now that crypto has crashed. Read More: https://www.intelligize.com/crypto-accounting-rules-could-make-for-messy-financial-statements/  

DatChat, a messaging app maker, expressed misgivings about economics associated with digital currencies because many view crypto as intangible assets. Read More: https://www.intelligize.com/crypto-accounting-rules-could-make-for-messy-financial-statements/  

PayPal must record related assets and liabilities based on fair value of digital assets. Read More: https://www.intelligize.com/crypto-accounting-rules-could-make-for-messy-financial-statements/  

Zebra Technologies Corp, a data management company in Illinois, shared that suppliers of key product components have operations in China. Read More: https://www.intelligize.com/growing-u-s-china-tensions-raise-risks-for-companies/  

Dollar Tree disclosed that its reliance on China could impact the company’s performance if faced with supply-chain or trade disruptions. Read More: https://www.intelligize.com/growing-u-s-china-tensions-raise-risks-for-companies/  

Monolithic Power Systems recently reported risks from operations in Asia, particularly China. Read More: https://www.intelligize.com/growing-u-s-china-tensions-raise-risks-for-companies/  

McDonald’s recently announced it will exit the Russian market. Read More: https://www.intelligize.com/at-behest-of-sec-companies-disclose-effects-of-russia-ukraine-war-on-businesses/  

CF Industries, an Illinois-based fertilizer company, detailed impact of of Russia-Ukraine crisis on business conditions. Read More: https://www.intelligize.com/at-behest-of-sec-companies-disclose-effects-of-russia-ukraine-war-on-businesses/  

The TJX Companies investors seek clarity regarding impact and risks to business if Supreme Court overturns laws. Read More: https://www.intelligize.com/proxy-season-brings-socially-motivated-shareholder-proposals-from-both-sides-of-the-aisle/  

Walmart investors seek clarity via shareholder proposals regarding impact and risks to business if Supreme Court overturns laws. Read More: https://www.intelligize.com/proxy-season-brings-socially-motivated-shareholder-proposals-from-both-sides-of-the-aisle/  

Shareholders submitted two diversity-centric proposals to NextEra Energy requesting disclosure of more information. Read More: https://www.intelligize.com/proxy-season-brings-socially-motivated-shareholder-proposals-from-both-sides-of-the-aisle/  

A recent shareholder proposal was submitted to Bank of America by a conservative organization. Read More: https://www.intelligize.com/proxy-season-brings-socially-motivated-shareholder-proposals-from-both-sides-of-the-aisle/  

A recent shareholder proposal submitted to Citigroup by National Center for Public Policy failed. Read More: https://www.intelligize.com/proxy-season-brings-socially-motivated-shareholder-proposals-from-both-sides-of-the-aisle/  

McDonald’s efforts to meet decade old ESG promise on animal welfare called “hollow” by Icahn. Read More: https://www.intelligize.com/carl-icahn-champion-of-animal-rights/

Icahn nominated two board candidates known for their backgrounds managing ESG matters. Read More: https://www.intelligize.com/carl-icahn-champion-of-animal-rights/

McDonald’s and Icahn entered proxy fight over board nominees. Read More: https://www.intelligize.com/carl-icahn-champion-of-animal-rights/

Nikola Corporation, an electric truck manufacturer, settled with the SEC as a result of misleading claims about its products. Read More: https://www.intelligize.com/charges-against-brazilian-mining-company-tests-secs-esg-authority/

Lumber Liquidators faced the SEC in 2019 over charges they misled investors regarding the contents of its products environmental impact. Read More: https://www.intelligize.com/charges-against-brazilian-mining-company-tests-secs-esg-authority/

Vale S.A. has found itself in hot water with the SEC over fraudulent ESG disclosures that resulted in Brazilian dam collapse. Read More: https://www.intelligize.com/charges-against-brazilian-mining-company-tests-secs-esg-authority/

Canadian e-commerce company, Shopify, plans to split its stock and provide a “founder share” for CEO, Lutke. Read More: Stock Splits Are All the Rage on Wall Street – Intelligize

Executives at Home Depot faced questions about inflation concerns during their earnings call in early April. Read More: Inflation Worries Rise as Corporations Report Earnings – Intelligize

Fastenal CEO, Daniel L. Florness, described inflation concerns during the company’s recent earnings call. Read More: Inflation Worries Rise as Corporations Report Earnings – Intelligize

Concerns about inflation are weighing on companies and consumers this year. Proctor & Gamble faced questions during their recent earnings call. Read More: Inflation Worries Rise as Corporations Report Earnings – Intelligize

WisdomTree Investments Inc. and ETFS Capital filed a DFAN 14A with the SEC regarding its stock shares and board of directors nominees. Read More: Twitter Presents Musk with Poison Pill – Intelligize

ETFS Capital recently bought up stock shares and put forward nominees for WisdomTree Investments’ board. See the SC 13D-A filing to the SEC for further details. Read More: Twitter Presents Musk with Poison Pill – Intelligize

WisdomTree Investments Inc. made an effort to hold off ETFS Capital with a “poison pill” filing. Read More: Twitter Presents Musk with Poison Pill – Intelligize

Rayonier Advanced Materials Inc. and hedge fund Chatham Asset Management filed with the SEC regarding equity stake in Rayonier. Read More: Twitter Presents Musk with Poison Pill – Intelligize

Despite questions regarding good governance practice, companies often view the “poison pill” option as handy in a pinch. Rayonier Advanced Materials Inc. filed an 8-K in late March in response to a hedge fund’s purchase of a large equity stake in the company. Read More: Twitter Presents Musk with Poison Pill – Intelligize

Twitter voted unanimously to adopt a limited-duration shareholder rights plan, better known as a “poison pill.” Review Twitter’s Form 8-K for full details. Read More: Twitter Presents Musk with Poison Pill – Intelligize

After initial disclosure, Twitter announced that Musk would not join its board of directors and an amendment to the original 13D was filed in a 13D-A. Read More: Twitter Investment Could Get Elon Musk in More Trouble with SEC – Intelligize

Elon Musk revealed on April 4 via a regulatory filing that he had purchased more than 9% of Twitter’s stock. Several additional filings followed, as events unfolded, including a Form 8K, SC 13D, and SC 13D-A. Read More: Twitter Investment Could Get Elon Musk in More Trouble with SEC – Intelligize

Elon Musk revealed on April 4 via a regulatory filing that he had purchased more than 9% of Twitter’s stock. As events unfolded, additional disclosures were made including: Form 8-K, 13D, and 13D-A. Read More: Twitter Investment Could Get Elon Musk in More Trouble with SEC – Intelligize

Elon Musk revealed on April 4 via a regulatory filing that he had purchased more than 9% of Twitter’s stock for roughly $3 billion, making him the company’s largest shareholder. Several additional filings followed, as events unfolded, including a Form 8K, SC 13D, and SC 13D-A. Read More: Twitter Investment Could Get Elon Musk in […]

Papa John’s states in an 8-K that it faces a potential one-time, non-cash hit of up to $15.2 million, primarily related to loans associated with its Russian franchisee, but that 2021 royalties from the Russian operation represented less than 1% of total revenue and about 1% of operating income. Read more: Corporations Bristle at Russia’s […]

BP in a 6-K revealed its plans to divest its holdings in Rosneft. The petroleum manufacturer also detailed how exiting would impact its financial results for the first quarter of 2022, pointing out the move would lead to a “material non-cash charge.” Read more: Russian Invasion of Ukraine Elicits Swift Response from Global Business

EPAM withdraws Q1 and full year 2022 guidance due to uncertainties related to the events in Ukraine. Read more: Russian Invasion of Ukraine Elicits Swift Response from Global Business

Zoom cites the end of the pandemic as a risk factor.

Top ten 10-K risk factors for review. For this report, we analyzed the 100 most commonly cited risk factor topics in Form 10-K filings from 8/01/2019-7/31/2020. We then identified the risk factors that experienced the greatest increase within those top 100 topics over the last year.

See the trends in Form 8-K disclosure for negative events

Example 2020 earnings call and meeting transcripts that mention face mask requirements

Example 2020 earnings call and meeting transcripts that mention face mask requirements

The Securities and Exchange Commission (SEC) has more questions; see how companies are stepping up their disclosure this quarter.

Example 2020 earnings call and meeting transcripts that mention face mask requirements

A look at how COVID-19 is impacting disclosure.

The ongoing COVID-19 pandemic is creating unprecedented challenges for public filing companies—particularly when it comes to determining business impacts and maintaining compliance expectations as conditions continue to evolve. Faced with growing uncertainty on the best way to communicate both the effects of, and risks presented by, COVID-19 to stakeholders and regulators, how do companies plan […]

Example of a Form S-3 prospectus supplement filed while company has delayed periodic reporting

An updated look at how COVID-19 is impacting public disclosure

SEC’s Division of Corporation Finance (CorpFin) released CF Disclosure Guidance: Topic No. 9 to help companies assess COVID-19-related effects and consider their disclosure obligations

See example notifications for 45-day extensions for SEC filings otherwise due between March 1 and July 1.

Do you expect COVID-19 to materially affect the demand for your products or services? CorpFin has asked. See how (and where) companies have answered.

A look at how COVID-19 is impacting public disclosure