As we blogged back then, the SEC changed its rules last summer to finally mandate the Edgar filing of those few forms that were still being permitted to be filed in paper – mainly Form 144s and glossy annual reports. At the time, the SEC provided a six-month transition period for electronic filings of glossy annual reports.
Well, that transition period has run its course and as of January 11th, companies are now required to submit their glossy annual report to the SEC on Edgar in a PDF – not HTML – under an “ARS” Edgar header submission type. As part of this change, Corp Fin withdrew its prior guidance that had permitted electronic submissions when paper was still an alternative.
The Edgar submission is due not later than the date on which the report is first sent or given to security holders and will not be considered “filed” with the SEC. Rather, it’s considered “furnished” for liability purposes (unless a company specifically incorporates it into its proxy statement or other filed report by reference).
Despite the need to submit glossy annual reports on Edgar going forward, companies will still need to post annual reports on their websites for “notice and access” purposes. Of course, companies may want to continue to post annual reports on their investor relations web pages anyway as a good practice.