Annual “housekeeping” activities of public companies at this time of year include, or should include, designating “officers” for purposes of filing reports under Section 16 of the Securities Exchange Act of 1934, as amended, and “executive officers” for purposes of disclosures in the Form 10-K and the proxy statement filed with the Securities and Exchange Commission under the Exchange Act. The board of directors of a public company designates the officers and executive officers. Although the board’s determination typically does not involve a great deal of uncertainty or complexity, the board may have judgments to make.
The definitions of “officer” in SEC Rule 16a-1(f) under the Exchange Act and of “executive officer” in SEC Rule 3b-7 under the Exchange Act– which are substantially similar, though not identical – provide the standards for the board’s determination. Although the definitions primarily refer to or use titles to describe the persons whoContinue Reading