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Is a Public Company Required to Provide Its Shareholders a Paper Copy of Its Form 10-K?

06.27.11

Each year, public companies send their shareholders an annual report along with their proxy statements.  In many cases, this annual report looks similar (if not identical in whole or part) to a Form 10-K and certainly includes similar information.  That begs the question:  Is a company required to provide its shareholders a paper copy of its Form 10-K?

Exchange Act Rule 14c-3 contains the requirements, specifically Rule 14c-3(a).  It provides that the proxy statement shall be accompanied or preceded by an annual report to security holders.  The annual report to security holders contains information that is similar, but not identical, to the Form 10-K filed by a company.  The information that the annual report to secuity holders is required to contain is specified in paragraphs (b)(1) through b(11) of Rule 14a-3.

Moreover, Rule 14c-3(c) and Rule 14a-3(e) also address the use of Notice of Internet Availability of Proxy Materials and annual report to security holders.

Thus, the SEC requires that a company send its shareholders its annual report, not its Form 10-K.  However, if a security holder requests a copy of the Form 10-K, the SEC requires that the company send a paper copy of its Form 10-K to the security holder.

OUR TAKE:  While a company is required to provide its shareholders an annual report, it is not required to provide its shareholders the Form 10-K – a paper copy or otherwise, unless a shareholder specifically requests a copy.

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