Given today’s big WSJ story that looks at this very issue, we’ve decided to make both of those reports free to footnoted readers. Somewhat surprisingly, the story, based on an analysis by the WSJ, highlighted different companies than those we focused on.  That’s because the Journal focused on the biggest companies in terms of research and development spending. We honed in on the most unusual tax rates. For example, Netflix, which had one of the oddest effective tax rates that we’ve ever seen in 10 years of reading filings — it was -189% for the quarter — wasn’t even mentioned in the WSJ story.

You can download the Netflix report here.  And you can download our other report, written by Theo Francis of Disclosure Matters by clicking here. We think both are great examples of the type of actionable analysis that we deliver to footnotedPro subscribers on a regular basis.

Exhibit A comes from this 8-K filed at 5:12 pm last Friday (footnoted regulars know that’s prime Friday Night Dump time) by Meritor Inc., an auto parts manufacturer based in Detroit. Back on May 3, the company announced that longtime CEO Chip McClure was “departing” the company and that board member Ivor Evans would take over on an interim basis, but provided few additional details. Since then, the company has put out 10 additional press releases about various aspects of the business. But it waited until last Friday to flush out details on McClure’s departure.

As the 9-page agreement attached to the 8-K shows, McClure isn’t exactly leaving empty handed. Indeed, he’ll receive $1.2 million a year for the next three years, plus a pro-rated bonus for this year and company-provided health insurance through April 2016. Unlike many other “departing” CEOs, Meritor isn’t accelerating the vesting on McClure’s options. But he’ll have three years and three months to exercise them — what the company’s attorneys describe as a “separation period”.

Right now, those options are very underwater, according to the most recent proxy statement filed in December. But that could change. Already, Meritor’s stock is up 25% in the five weeks since McClure left. Keep in mind that according to this Form 4 from Dec. 5, McClure already owns about 1.3 million shares, so that’s yet another way getting fired has helped his bottom line.

When you add it all up, it works out to over $12 million, and that’s not even counting the roughly 1 million options and restricted shares that the proxy spells out.

That’s not a bad payday for getting canned, er, departing.

I thought about this as I read this 8-K that SLM filed yesterday. The company had previously announced last November that Lord, who also had the title of Vice Chairman (a job I first skewered in this Slate piece nearly a decade ago) planned to retire at the end of 2013 and two days ago, moved up Lord’s retirement to May 29, combining it with the news that the company planned to split itself in two.

After reading the most recent 8-K, the only real question is why the company waited an extra day to file it, instead of trying to bury it with the May 29 news. That’s because Lord is walking away with a passel of money. First, there’s the $6.7 million in severance, which is nearly 7 times Lord’s $1 million annual salary. Then there’s another $3.2 million in a bonus, 24 months of health insurance coverage, and, the real pièce de résistance are the 1.2 million options that become fully vested.

To get a sense of how much those options are worth, you need to do some digging through the proxy statement that SLM filed last month. While around half of those options — 530,000 according to the proxy — are just barely in the money at $22.28 a share, the other half are at prices ranging from $10 to $15 a share, which at yesterday’s closing price adds another $6 million to Lord’s retirement pot.

To be fair, Lord has been at the company for a very long time and took the reigns of CEO back following the failed attempt to sell the company to private equity funds. We should also mention that the payments to Lord don’t include gross-ups — something that we’ve seen all too often.

Still, given that SLM is not exactly a beloved company — just Google  “I hate Sallie Mae” for plenty of evidence — it does seem like a bad PR move.

We have no idea if Elizabeth Warren (or perhaps someone on her staff) reads 8-Ks, but we can’t help but wonder what she might have to say about Lord’s rich departure.

We’ve footnoted before about Expeditors, which has practically made an art form out of filing with the SEC. And yesterday’s filing didn’t disappoint. While the filing was a routine Q&A response to questions that Expeditors says it has received from investors, it was hardly the usual dry affair that these sorts of filings typically are. In a filing that answered 45 questions — purportedly from investors — the company drops a wide range of names and takes stabs at an even wider range of people, from its competitors to large banks and their teams of smart MBAs. Here’s a snip that caught our attention in response to a question on why Expeditors doesn’t engage in currency hedging. The response started out by talking about Ben Stein’s latest book and then had this to say about currency trading:

 ”Just because we have the wherewithal to speculate, doesn’t mean we have to make some banker rich in doing so. Over the years we’ve lost and we’ve gained but we’re pretty sure that we’ve not lost anywhere near what we’d have paid in banking fees to run an expensive hedging operation that has some form of speculation at its core. Currency speculators seem to be very much like your neighbor who makes frequent trips to Las Vegas. One soon learns that the correct inquiry of your neighbor upon his or her return is not ‘How much did you win?’ If they won, they tell you about it. If they lose, you might see a “For Sale” sign on the BMW in the driveway…and in extreme cases…a realtor’s sign in front of the house, soon to be followed by a large moving van blocking your drive way.”

But the filing isn’t just content with knocking large banks once. It then goes into more detail and takes casinos and the government down in the process:

“As we all know, everyone wins in Las Vegas…and it’s the winning most people talk about. Unfortunately (or fortunately if you are a casino owner), everyone who gambles in Las Vegas also loses in Las Vegas…and the existence of all those marvelous edifices in the desert are ample proof that what’s lost in Las Vegas stays in Las Vegas….and obviously your neighbor and other visitors lose more than they win...Big financial institutions do a lot of currency speculation. But with them, if they win, like your gambling next door neighbor, they tell everyone about it. If they lose, they don’t talk about it…and if they lose a lot, unlike your gambling neighbor who just had to move, their own governments (We the People in other words), who they might well have even bet against, bail them out. Nice work if you can get it…and can still look yourself in the mirror in the morning.“

Another question — about falling prices in the freight business — also caught our attention for its mention of  Sir Isaac Newton. While this wasn’t the first time that the noted physicist who’s been dead for 286 years was mentioned in filings, he’s not exactly a regular. Here’s a snip from that question, which also knocks some of Expeditors competitors for growing by acquisition. These acquisitions are “feted as “brilliant” and “accretive” in their announcement, to only later, with whispered funereal soberness and amid crushing lay-offs and large write-offs of “goodwill,” be divested, de-emphasized or closed outright. Unlike gravity, when it comes to logistics pricing, in defiance of Sir Isaac Newton’s often repeated “What goes up, must come down” observation, in the minds of some shippers, “What goes down, must stay there because that must be the ‘real’ price it should have been all along” seems to be the most acceptable response, self-justifying as it might be.”

Trust us, we spend a lot of time at the buffet and this is not the typical SEC filings fare.

We also really liked Question 20, which asked why Expeditors is a publicly traded company. Here’s the response:

“Because someone, no longer here, thought it would be a good idea back in 1984 to become more liquid. Being a public company is a little bit like being a crab in one of the crab pots on “Deadliest Catch.” It’s very easy to get into that pot and well-nigh impossible to get out of it. From a financial perspective, we have never needed the capital. We still have the money from our initial IPO (all $40 million of it) sitting in one of our bank accounts.”

We have no idea if investors really submitted these questions, since some companies have been known to write their own Q&As. But there’s clearly a very talented writer on Expeditors payroll. Then again, if filings were to start becoming this interesting to read, we might find ourselves with some competition on our hands.

So when we came across this 8-K that the company filed on Monday, we couldn’t help but take a closer look. In the filing, the company notes that it made mistakes on several calculations for post-retirement benefits for several executives. The errors aren’t a few dollars here or there. Rather, they range from $2.3 million to $2.7 million.

In the 8-K, as well as the amended proxy that Northrup Grumman filed on Monday, the company describes it like this:

“On page 54 of the Proxy Statement, the Company addresses “Possible Accelerated Equity Vesting Due to Change in Control.”  The summary in the Proxy Statement incorrectly states that the terms of the RPSR equity awards provide for prorated payments when the Company is involved in certain types of change in control events, and the amounts included in the related tables also incorrectly assume prorated payments in such events.”

While $2.4 million may not seem like a lot, given Northrup Grumman’s size, it more than doubles the amount for all of the executives named in the original proxy. For example, CFO James Palmer went from $1.7 million to $4.1 million.

The filing goes on to note that this doesn’t impact Chairman and CEO Wesley Bush because he has elected to “forgo any additional amounts that could have been paid to him as a result of the change from prorated payment to full payment for the 2011 and 2012 awards in the event of a change in control.”

Most of what we find in the Friday Night Dump, we publish for Pro subscribers. In fact, we have a separate category just for those disclosures for Pro subscribers. But now that a few days have passed, we decided to share one particularly juicy find from last Friday night’s dump.

At 5:01 pm on Friday afternoon, Big Lots filed this 8-K, which tackled a number of different things, including the passing of the torch from now-former CEO Steven Fishman to David Campisi, who took over last week. Because both of those items had previously been announced, we’re guessing that most people stopped reading, which is too bad, because the good stuff — about a three year “Retirement and Consulting Agreement” with Fishman — is all the way at the bottom. Here’s a snip:

“In exchange for his provision of the consulting services and the other covenants in the RCA, we will reimburse Mr. Fishman the reasonable expenses he incurs in the performance of the consulting services, pay him a monthly consulting fee of $77,777, permit him to continue to use the automobile we currently furnish to him, provide him with welfare benefits equivalent to his current welfare benefits and, subject to his execution of a general release of claims, permit him to be eligible to receive a special retainer equal to the amount, if any, that he would have otherwise been entitled to receive under our fiscal 2013 bonus program.”

We don’t know what kind of car it is, but in the most recent proxy, the company values the perk at around $22K a year, so it’s not a beater. There’s also over 300,000 shares of stock that are tied to his continued service as a consultant. As for the salary, it works out to about a 50% pay-cut to consult compared with when Fishman was presumably working full-time.

Needless to say, the press release announcing Campisi’s appointment made no mention that Fishman would continue on as a highly compensated consultant. In fact, there’s a line in there that’s almost laughable, given the generous agreement: “We know he (Fishman) will be watching closely our progress and we wish him all the best in his retirement.”

But wait….there’s more. If you actually read the consulting agreement that’s attached to the filing, two things quickly become clear: Fishman isn’t required to work a specific set of hours. In fact, the agreement even says he can “render the Consulting Services by phone or via e-mail.” But the part that really got us was the clause in section 2 (i): if Fishman dies before the three year consulting contract is up, the company will continue to pay his estate the $77,777 a month.

It’s no secret why Fishman is stepping down. The negative attention that comes with an FBI probe of his insider trading patterns isn’t exactly a positive for the company. But the real mystery is why Big Lots board would agree to something like this, even if they did try to bury it on a Friday night.

First, a bit of background: Google’s ties to Stanford University are well-documented. Co-founders Sergey Brin and Larry Page first developed PageRank while students at Stanford and the university holds the patent, which was issued in Sept. 2001. Stanford President John Hennessy is also a member of Google’s board.

Because of those ties, each year the company discloses its payments to Stanford as part of its disclosure on related party transactions. In 2012, Google paid Stanford $80,000 for the license, a sharp decline from the $400,000 paid in 201a and only 1/10 of what Google paid in 2010. Since Google began disclosing these payments, the company has paid Stanford around $3 million in licensing fees. Of course, that’s in addition to the $1.8 million shares that Google issued to Stanford, and which the school sold for $336 million in 2005.Google made up some of the difference by donating $3.4 million to Stanford for scholarships and what the proxy describes as “other philanthropic endeavors”, compared with $3 million in 2011.

There were other interesting tidbits in Google’s proxy too: in December 2012, 23andme, a company whose CEO is Brin’s wife, Anne Wojcicki, raised $50 million in a Series D round. That was widely reported. But the amounts involved were not. Yesterday’s proxy provides a few more details: Google Ventures kicked in $1.5 million and Brin and Wojcicki invested another $20 million.

Finally, there’s the compensation: bonuses and stock option grants for top executives jumped sharply. For example, Nikesh Arora, senior VP and chief business officer, received a $10.8 million bonus in fiscal 2012 that includes $8 million in discretionary cash. Arora received $21.96 million in stock awards in 2012, up from $11.21 million in 2011, and $13.31 million in option awards, up from $8.32 million. CFO Patrick Pichette received $21.96 million in stock awards, up from $8.41 million, and $13.31 million in option awards, up from $6.24 million. David C. Drummond, senior VP of corporate development, chief legal officer and secretary, received $17.02 million in stock awards, up from $8.41 million, and $10.32 million in option awards, up from $6.24 million.

That was the first bait and switch: upbeat earnings combined with the announcement of the CFO stepping down. And that’s how all of the news stories we saw have played it (see here and here, for example).

But we were more interested in this 8-K that Microsoft filed an hour later, right around the time the earnings call wrapped up. In that filing, Microsoft provided some details on what Klein would be getting when he stepped down: $1 million in Jan. 2014 and a second payment of $1 million in June 2014. Here’s the entire agreement, which is actually pretty concise as these sorts of things go. While we were really hoping that the agreement would spell out that Klein got to keep several non-Microsoft devices (as we’ve footnoted before, iPhones and iPads are very popular parting gifts) there was nothing like that in the agreement.

Needless to say, the details about Klein’s $2 million separation payments were not in either the earnings announcement or the conference call. In our book, that’s a bait and switch and switch.

But life moves on and compared to many others, we were fortunate. In fact, we pretty much forgot about Superstorm Sandy until we read the proxy statement that Con Ed filed last week. There on pg. 48, in a description about the bonuses that Con Ed’s top executives received in 2012 was this:

After its assessment, the Committee exercised its discretion to increase the calculated award for the officers of Con Edison of New York, including the chief executive officer, the chief financial officer, the president of Con Edison of New York and the general counsel in recognition of their efforts in guiding Con Edison of New York though significant challenges encountered in 2012. These challenges included a series of extreme weather events including heat waves, a Nor’easter, and Superstorm Sandy, the most destructive storm in the history of the Company’s service area, and a month-long work stoppage.

Now clearly Sandy was a big challenge for Con Ed. The company even documents some of this in this photo set on Flickr. But here’s where things start to get a bit weird. While the company provides details on why the bonuses — $1.8 million for CEO Kevin Burke, between $420K and $876K for the other four executives — were necessary, it fails to mention that under the “annual incentive plan” Burke and the others received essentially the same bonus in 2011 and 2010, years when things were a bit more normal. Indeed, a quick check of the prior two proxies doesn’t provide any additional reasoning behind those bonuses. In both of those years, Burke received $1.8 million.

But, wait, it gets even more confusing. If you turn to the summary compensation chart on pg. 55 of the filing, it says that Burke’s bonus in 2012 was  mere $315,400. The footnote attached to that disclosure is essentially a carbon copy of the footnote we excerpted above. What we can’t figure out is whether Burke received $1.8 million plus an additional $315K for his work in navigating Sandy. Of course, if that was the case, why wouldn’t the number in the bonus column be $2.1 million instead? Perhaps, more importantly, if Con Ed felt the need to justify the “annual incentive” with its list of unusual events, why has it handed out the same $1.8 million to Burke for each of the past three years when things were more typical?

We were only without power for three days, but we know a few folks in Chappaqua, Bedford and North Salem who were out for a week or more. We’d love to know what they think about whether the annual incentives handed out to Burke et, al this year were actually earned, or just handed out as they have been the past few years.

Prompted in  large part by a boastful posting on Facebook last July by Netflix CEO Reed Hastings, the SEC ruling (here’s the press release and the meatier Report of Investigation) says that as long as companies notify investors in advance, it’s perfectly OK to release news electronically. In one sense, this isn’t much different than companies posting information on their websites. But the immediacy of twitter, in particular, and the fact that there’s already folks out there mining tweets for sentiment analysis means that the stakes are much higher.

Why? Because it’s hard to imagine a scenario where a company (or its CEO) posts news items that could potentially impact the company’s stock price without an attorney reviewing that item – very carefully — beforehand. Anyone who’s ever been involved in issuing a press release (and particularly an earnings release) knows that they aren’t just whipped up and squeezed out in the amount of time it takes to tap out 140 characters.

Within hours of the SEC’s decision, Delta Air Lines included information about its twitter feed and Facebook pages at the bottom of a routine press release on its March traffic, something that it didn’t do before. On Wednesday morning, AutoNation  CEO Mike Jackson jumped in whole-hog, posting 5 tweets that contained details about various aspects of the business related to March sales figures, which the company released on Wednesday. While Jackson’s twitter feed isn’t new, the subject matter changed markedly literally overnight from basketball to auto sales. And, for the first time since Jan. 2011, AutoNation included a link to Jackson’s twitter feed in its press release. Marc Cannon, a spokesman for the company, told me that the company reviewed the SEC’s ruling and it was “crystal clear. So we talked to our General Counsel and quickly crafted a policy. Why wait?”

It will be interesting to see how other companies handle this. My guess, knowing how lawyers work, is that it will take a bit longer for most companies to respond and those that do will probably be pretty cautious. There’s also a question about what this means for older people. My uncle, for example, barely knows what twitter is. But he owns individual stocks. Will he need to learn how to monitor twitter feeds for those companies now?

So even though I’m a big fan of twitter and hardly a day goes by where I’m not on there (if you’re not already following @footnoted, please start), I think this will be very interesting to watch. We’ll be looking for more tweeting CEOs in the filings. Stay tuned!