Writing part of an annual report back into the report itself — when the proxy will miss the 120-day mark

1The part that may be omitted

Part III of an annual report covers directors and executive officers, executive compensation, security ownership, related transactions and accountant fees. The same material appears in the proxy statement, so General Instruction G(3) permits incorporating it by reference rather than writing it twice. The permission carries a condition: the proxy statement must be filed within 120 days of the fiscal year end.

2When the condition fails

1. 1Original filedJanuary 29, 2026, omitting Part III Items 10 through 14 under General Instruction G(3)
2. 2What intervenedThe date of the 2026 annual meeting of shareholders was not established
3. 3The consequenceThe definitive proxy statement is expected later than the 120th day after fiscal year end
4. 4Amendment filedApril 30, 2026, writing the omitted items into the report itself

If the proxy that would be incorporated is not filed in time, incorporation by reference cannot stand. The omitted information must then be written into the annual report itself. An operational matter — a meeting date not yet fixed — reaches all the way into the structure of the disclosure document.

3What the amendment touches

The filing states that its purposes are three: to add Part III Items 10 through 14, to delete the cover reference to incorporation by reference, and to file new certifications under Rule 12b-15. Nothing else is changed, and events after the original filing are not reflected. That an amendment is to be read together with the original is written into the document itself.

4Only two 10-K/A filings

Amending an annual report is rare. The records this site holds contain two, and their reasons do not coincide: this one follows from the filing deadline mechanism, the other corrects an error in figures. The same form serves entirely separate needs.