The SEC’s Form 10-K: “In Endless Error Hurled”

In February, I wrote that I had noticed several errors in the PDF version of the Form 10-K posted on the Securities and Exchange Commission’s website.  Here’s what I found:

  • In General Instruction G(4), there is a reference to Rule 12b-23(e).  There is no paragraph (e) to Rule 12b-23.
  • The same instruction refers to “17 CFR 240.12b(e)” even though no such section exists.
  •  In Part III, there is an inconsistency in whether the caption should be “Principal Accounting Fees and Services” or Principal Accountant Fees and Services”.  
  • In Instruction J(1)(e),  Item 4 is incorrectly identified as “Submission of Matters to a Vote of Security Holders” rather than “Mine Safety Disclosures”.
  • Under the caption “Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act”, there is a reference to Rule 12b-23(d), which also does not exist.  
  • Finally, it is puzzling that the SEC has never bothered to update Instruction D which obviously predates electronic filing. 

Admittedly, none of these errors is particularly earthshaking and we are all “reasoning but to err”, but it is nonetheless suprising to see so many mistakes in one of the principal periodic reporting forms published by the SEC.

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