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New Rulings Pertaining to Items 11 and 12 of Form 8-K

The Securities and Exchange Commission has issued a new ruling regarding the filing of information with regards to new Items 11 and 12 of Form 8-K. Item 11 mandates that a registered company provide public notice of a pension fund blackout period, and Item 12 requires that companies furnish specified disclosure when the company makes any public announcement or release disclosing material non-public information regarding the company’s results of operations or financial condition for a completed quarterly or annual fiscal period. [1] Additionally, companies will be required to provide additional disclosure regarding any non-GAAP financial measure disclosed in the earnings release or public announcement. This 3-page white paper explores these new rulings and provides a seven-step guide to help a company comply with the SEC’s new disclosure requirements.

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