„„ File any agreements with the departing CEO as exhibits to the company’s next Form 10-Q or Form 10-K, as applicable (unless these agreements are filed as exhibits to the relevant Form 8-K and incorporated by reference into the next Form 10-Q or Form 10-K). „„ Disclose any termination payments for the departing CEO in the termination payments table (using the actual triggering event) and describe them in the company’s next proxy statement (Item 402(j) of Regulation S-K). „„ Determine whether there are any securities registration requirements if there is an inducement equity grant (one not made under an existing plan). When a CEO is being asked to resign, is terminated for egregious conduct, or is viewed as uncooperative, consideration should be given to limiting the CEO’s access to the company, its employees, and its assets. In addition, the new CEO should file a Form 3 (if not already an officer, director, or 10% shareholder of the company), and the company should file a Form 4, as applicable, for any new equity grant to the new CEO. Search Form 8-K Reporting Executive and Director Departures, Appointments, and Compensatory Arrangements Checklist for more on the circumstances under which a company must file a report under Item 5.02 of Form 8-K. Stock Exchange Considerations When a New CEO is Hired To address stock exchange requirements when a new CEO is hired, the company should: „„ Issue a press release on the day of the event and comply with any pre-notification procedures. „„ Consider whether a stock exchange notice or listing application is required in connection with any inducement equity grant. „„ Comply with all notice and written affirmation requirements regarding changes in officers and directors. SEC Requirements When a New CEO is Hired When a new CEO is hired, the company should: „„ Disclose in a Form 8-K the appointment and its effective date, The views stated above are solely attributable to Ms. Gregory and do not necessarily reflect the views of Sidley Austin LLP or its clients. certain biographical information about the new CEO, a brief description of any material agreements or compensatory arrangements with the new CEO, and any related person transactions (including any with respect to the new CEO’s service as a director (see Item 5.02(c), (e))). „„ Disclose in a Form 8-K if the new CEO has been appointed to the board, the date of the appointment, the board committees on which she is expected to serve and, in addition to the matters described above, a description of any arrangement between the new CEO director and any other person pursuant to which she was selected as director (see Item 5.02(d)). „„ Consider delaying its Form 8-K filing to disclose the new CEO’s appointment beyond the typical four-day deadline if the company plans to make a public announcement of the appointment by means other than a Form 8-K. In this case, the Form 8-K must be filed on the date that the company makes the public announcement of the event (see Instruction to Item 5.02(c)). „„ File any agreements with the new CEO as exhibits to the company’s next Form 10-Q (or Form 10-K, as relevant), unless these agreements are filed as exhibits to the relevant Form 8-K (and incorporated by reference into the next Form 10-Q or Form 10-K, as applicable). © 2016 Thomson Reuters. All rights reserved.

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