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/
Filings & Data Points
Dollar Tree Inc., Form 10-K (March 15, 2022)
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, Inc., Form10-Q (May 10, 2022)
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 Corporation, Form 8-K (May 16, 2022)
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 Holdings, Inc., Form 10-Q (May 5, 2022)
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/
TJX Companies Inc, DEF 14A (April 28, 2022)
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 Inc., DEF 14A (April 21, 2022)
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/
NextEra Energy Inc, DEF 14A (April 1, 2022)
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/
Bank of America Corp, DEF 14A (March 7, 2022)
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/
Citigroup Inc, DEF 14A (March 15, 2022)
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/
McDonalds Corp, DFAN 14A (April 21, 2022)
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/
McDonalds Corp, DFAN 14A (March 21, 2022)
Icahn nominated two board candidates known for their backgrounds managing ESG matters. Read More: https://www.intelligize.com/carl-icahn-champion-of-animal-rights/
McDonalds Corp, DEFC 14A (April 21, 2022)
McDonald’s and Icahn entered proxy fight over board nominees. Read More: https://www.intelligize.com/carl-icahn-champion-of-animal-rights/
Nikola Corporation, Litigation Admin Proceedings (December 21, 2021)
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 Holdings, Inc., Litigation Admin Proceedings (March 12, 2019)
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., Press Releases (April 28, 2022)
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/
Shopify Inc., Form 6-K EX-99.2 (April 11, 2022)
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
Home Depot, Inc., Earnings Call Conference Presentation (April 7, 2022)
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 Co, Q1 2022 Earnings Call (April 13, 2022)
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
Proctor & Gamble Co, Q3 2022 Earnings Call (April 20, 2022)
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., DFAN 14A (March 18, 2022)
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
WisdomTree Investments Inc., SC 13D-A (March 8, 2022)
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., Form 8-K (March 13, 2022)
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., SC 13-D (March 10, 2022)
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
Rayonier Advanced Materials Inc., Form 8-K (March 21, 2022)
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, Inc., Form 8-K (April 15, 2022)
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
Twitter, Inc., SC 13D-A (April 9, 2022)
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
Twitter, Inc., SC 13D (April 4, 2022)
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
Twitter, Inc., Form 8-K (April 4, 2022)
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
Twitter, Inc., SC 13G (April 4, 2022)
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 International, Inc. Form 8-K (March 9, 2022)
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 p.l.c. Form 6-K (Feb. 28, 2022)
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 Systems, Inc. Form 8-K (Feb. 28, 2022)
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 Video Communications, Inc. 10-Q (Dec. 4, 2020)
Zoom cites the end of the pandemic as a risk factor.
Top 10 risk factors from 10-K filings
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.
Negative event disclosure: Form 8-K items
See the trends in Form 8-K disclosure for negative events
UPDATE: Face mask requirements: example meeting disclosure – August 14, 2020
Example 2020 earnings call and meeting transcripts that mention face mask requirements
UPDATE: Face mask requirements: example meeting disclosure – July 31, 2020
Example 2020 earnings call and meeting transcripts that mention face mask requirements
SEC’s CorpFin released CF Disclosure Guidance: Topic No. 9A; how are companies responding now?
The Securities and Exchange Commission (SEC) has more questions; see how companies are stepping up their disclosure this quarter.
Face mask requirements: example meeting disclosure – July 17, 2020
Example 2020 earnings call and meeting transcripts that mention face mask requirements
UPDATE: Section Analysis & Trends: COVID-19 disclosure in SEC filings – July 14, 2020
A look at how COVID-19 is impacting disclosure.
Intelligize COVID-19 disclosure survey spotlights peer expectations
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 […]
Form S-3 prospectus and SEC Release 34-88465 conditional relief
Example of a Form S-3 prospectus supplement filed while company has delayed periodic reporting
UPDATE: Section Analysis & Trends: COVID-19 disclosure in SEC filings – April 3, 2020
An updated look at how COVID-19 is impacting public disclosure
SEC’s CorpFin released CF Disclosure Guidance: Topic No. 9; see how companies have answered
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
Examples of SEC Release No. 34-88465 notifications
See example notifications for 45-day extensions for SEC filings otherwise due between March 1 and July 1.
Example disclosure on COVID-19’s impact on the demand for products or services
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.
Section Analysis & Trends: COVID-19 disclosure in SEC filings – March 18, 2020
A look at how COVID-19 is impacting public disclosure