As we start the new year, many public companies are in the middle of preparing their annual reports on Form 10-K and registration statements on Form S-8. While you may be focused on the new disclosure requirements for the Form 10-K, don't forget that there have been changes to Form S-8 as well. Here are our top reminders for filing your Form S-8 this year:
- Fee rate – Effective October 1, the SEC increased its registration fee rate to $153.10 per million dollars. Remember to use the new rate when calculating filing fees for Form S-8.
- Fee data in XBRL – Effective July 31, large accelerated filers are now required to submit filing fee data in inline XBRL format.
- Fee table compliance – In recent years, filers could construct fee tables without strictly adhering to the Filing Fee Disclosure and Payment Methods Modernization rule and form instructions. However, large accelerated filers are now required to follow the prescribed fee table layout in order for the filing to be accepted by EDGAR. We recommend closely reviewing the Filing Fee Disclosure and Payment Methods Modernization rule and form instructions.
For example, many Registration Statements on Form S-8 still contain an error in their Filing Fee Table exhibit. In the Fee Calculation Rule column, companies frequently list “Rule 457(c) and Rule 457(h),” which is incorrect. Under the final rules, if relying on a rule other than Rule 457(a), (f), (o), or (u), companies should use “Other.” Accordingly, in a Form S-8, the correct Fee Calculation Rule should be “Other.” The company can then reference the specific rule in a footnote, if desired.
- NYSE Supplemental Listing Application – Reminder for NYSE-listed companies to submit their supplemental listing applications (SLAP) via Listing Manager to report any annual evergreen increases to their equity plans.
