What is a Form 8-K Item 5.02?

Form 8-K is a current report that companies file with the SEC when certain events take place. Companies file it promptly, rather than waiting for their next quarterly or annual report.

Each kind of event has its own item number. Item 1.03, for example, is for a bankruptcy, and Item 5.02 is for changes of directors and top officers.

A top officer leaving. The company reports when its chief executive, president, chief financial officer, chief accounting officer, chief operating officer, a person in a similar role or a named executive officer retires, resigns or is terminated, and the date.

A director leaving. The company reports when a director retires, resigns, is removed or will not stand for re-election, and the date. If a director leaves over a disagreement with the company, or is removed for cause, the company also briefly describes the circumstances and files any letter the director sends about it.

A new top officer. The company gives the name, the position and the date of the appointment, and briefly describes any material plan, contract or arrangement made with it.

A new director chosen other than by a shareholder vote at a meeting. The company gives the name, the date of election and the board committees the director joins or is expected to join.

Pay. The company also describes a material new or changed pay plan, contract or award for its chief executive, chief financial officer or another named executive officer.

Unless the form says otherwise, an 8-K is due within four business days of the event. If the event falls on a weekend or a holiday when the SEC is closed, the four days start on the next business day.

For a new officer, a company that plans to announce the appointment in some other way may wait to file until the day it makes that announcement.

We check the SEC's EDGAR system for new 8-K filings and their amendments every 10 minutes, from 6 am to 10 pm ET on business days.

We keep the filings that cite Item 5.02 and skip those that only report pay, with nobody joining or leaving. From each filing we take the person, the role, whether they joined or left, and the dates the filing gives, and we link the change to the filing on sec.gov.

A model helps read long filings. We then check that each name and title it found appears in the filing's text; a fact that does not is dropped, and the filing waits for an editor.