Entries by Footnoted

Democracy: Corporate-style

Most people understand that when you vote in an election — whether for your local school board or for president — your vote means something and that the person who gets the largest number of votes wins. And then there’s what happens at annual meetings for publicly traded companies big and small. People vote (or […]

The ghost of Evelyn Davis

There’s been some chatter recently about corporate annual meetings getting too out of control — or as JP Morgan Chase put it in this recent filing “spiraling frivolousness”. But given how the majority of annual meetings these days are held via Zoom, it seems a bit ridiculous to argue that the current situation is anything […]

Even rarer than a white truffle

A few weeks ago, I wrote that when a director resigns and includes a letter explaining why they resigned, it was as rare as a white truffle. In a typical year, there’s typically fewer than 10 of these letters, even though director resignations are one of the most common 8-Ks filed. In this case, a […]

The circle of life

The very first post that I did for footnoted — back in Aug. 2003 — talked about how some companies were repricing stock options that were underwater, and thus, not really worth much of anything. So some companies, as I noted in that post, simply repriced them to make them valuable again. Of course, 2003 […]

The SEC’s sexy season is here!

When you read SEC filings for a living, you develop a bit of a warped sense of humor. How else to explain why I call the annual proxy statement that companies file the sexiest document (see this @Workiva podcast from last year, for example)? Talk about voyeurism! Not only do you get to see how […]

Hunting for white truffles in SEC filings

One of the most common SEC filings that I run across is an 8-K disclosing that either a director or executive resigned. Invariably, the filing uses language that says there were “no disputes or disagreements” although that doesn’t always meet my sniff test, especially when it’s a sudden resignation. Still, unless you have some unique […]

Welcome to the Monday Morning Dump!

Most footnoted* regulars are probably already familiar with the Friday Night Dump — a term that I coined for those filings made after 4 pm EST on Fridays. I’ve been talking about this for years and even have a subscription-based newsletter that highlights 3-12 of those filings made during the 90 minutes after markets close, […]

The 8-K goes drip…drip…drip

If you’ve ever had a leaky faucet in your house or stayed someplace with a dripping sink, you probably know how annoying the constant drip, drip, drip sound can be. It’s exactly the same when companies choose to slowly disclose information over the course of several weeks or months. Take First American Financial Corp., for […]

2023: The year in filings

Ever since I started footnoted 20 years ago, I’ve been noticing a steady increase in the number of filings that are made to the SEC each year. For many years, as I noted in this post at the start of 2020, the number had hovered around 650,000 a year. But in 2020, that number pushed […]