As most footnoted regulars know, we spend a lot of time paying attention to the Friday Night dump, that 90 minute period after the markets close, but the SEC remains open. This past Friday, 96 8-Ks were filed after 4 pm, which is actually a slow night. (For those doubters out there, a total of 197 8-Ks were filed on Friday, meaning that nearly 50% of the 8-Ks filed that day were filed during the last 90 minutes of the day).
In that pile was this 8-K filed by TripAdvisor. On the face of it, it seemed pretty ho-hum: two new directors were named to the company’s board. But then we compared the 8-K to the press release the company put out announcing the new directors and it quickly dawned on us why something so routine was being filed after 4 pm on a Friday.
While the press release extolled the virtues of the two new directors, Zillow Inc. CEO Spencer Rascoff and LinkedIn senior vice president Deep Nishar, it failed to mention that Rascoff will be one of three members on the company’s audit committee. Rascoff is replacing Jeremy Phillips who will remain a director, but decided for some reason to step down from the audit committee, according to the 4:31 pm filing. The 8-K provides no additional details. Phillips has been on the audit committee since the spin-off from Expedia nearly two years ago.
So why would TripAdvisor choose not mention the audit committee switcheroo in the press release? We have no idea. Perhaps it was just an oversight. Or maybe it has something to do with that fact that the newest member of TripAdvisor’s audit committee happens to have a pretty responsible day job in running a company with a market cap of $3.5 billion in a suddenly hot-again industry.
We also thought it was interesting that the 8-K noted the ages of the Nishar and Rascoff, but that detail was missing from the press release.
Just a friendly reminder that the press release and the 8-K are often two different beasts. Especially when they come out after hours on a Friday.