Current rules do not prohibit filers from including such a summary as part of the voluntary information they can provide within the form. However, the SEC is amending Part IV of Form 10-K to add new Item 16, which specifically allows the option to include a brief summary in the Form 10-K provided that each summary topic contains an electronic or other cross-reference (namely, an HTML hyperlink) to the related disclosure item within the Form 10-K. The summary must contain these cross-references, regardless of whether the more detailed disclosure appears in the sections of the Form 10-K document that follow the summary or in a separate exhibit document that is included as part of the 10-K filing.

This amendment also includes instruction for the treatment of information that is incorporated by reference into the Form 10-K, if a registrant chooses to summarize such information. Under the interim final amendment, a registrant will only be able to summarize information that is included in the Form 10-K at the time the form is filed due to the requirement for the cross-references. Registrants will not have to file a Form 10-K amendment to summarize Part III information that is incorporated by reference from a proxy or information statement that would be filed after the Form 10-K filing. In this case, the summary must indicate that it omits the information required by Part III of the Form 10-K.

This amendment does not prescribe a specific length of the summary, the 10-K disclosure items that should be covered by the summary or where the summary should appear in the document. The SEC considers this amendment to be principles-based; therefore, registrants that choose to include a summary will be able to decide which 10-K disclosure items to summarize as long as the information is presented fairly and accurately.

The SEC is requesting comment on this interim rule. Namely, they are looking for comments:

• as to whether companies and investors will find the summary useful (and, if so, whether it should be a mandated part of the Form 10-K);
• as to whether the summary or a link to the summary would be useful to EDGAR users if it was displayed on the EDGAR search results landing page;
• as to whether there should be a limit on the length of the summary;
• as to whether additional guidance similar to the guidance the SEC provides for a prospectus summary should be provided for the preparation of the summary;
• as to whether the summary should require certain content, formatting or location within the Form 10-K document;
• as to whether registrants who cannot include Part III information incorporated by reference into the 10-K into the summary should be required to file an amended Form 10-K with the updated summary after their proxy or information statement has been filed;
• as to whether there are other cross-reference methods that should be considered in lieu of HTML hyperlinking; and
• as to whether other annual reports, such as Form 20-F or Form 1-K, should also expressly allow a summary page.

Comments for this rule are due 30 days after the publication of this rule in the Federal Register. Comments that have been submitted are available here.

The effective date of this rule is the date of the publication of the rule in the Federal Register.

Sources:

SEC Release No. 34-77969: Form 10-K Summary

SEC Adopts Amendment to Form 10-K Implementing FAST Act Provision