Earlier this year, the Securities and Exchange Commission (SEC) encouraged registrants to consider the impact of the novel coronavirus (COVID-19) on their business and financial results, and companies responded with various levels of disclosure on the actual and anticipated effects of COVID-19 in their risk factors, management's discussion and analysis (MD&A) sections of Form 10-Ks and Form 10-Qs and in earnings releases—including updating and/or withdrawing earnings guidance—and making other COVID-19 related disclosures in press releases and Form 8-Ks. For more information on this topic, see 2020 Filing Season Survey: Coronavirus (COVID-19) Disclosures So Far. With the worldwide spread of COVID-19 progressing and altering our daily routines, on March 4, 2020, the SEC announced that filing deadlines falling between March 1 and April 30, 2020, for certain Exchange Act reports (including Form 10-Ks and Form 10-Qs) would be conditionally extended by 45 days for public companies that have been particularly impacted by the outbreak of COVID-19. This temporary relief is subject to several conditions, including the filing of a Form 8-K explaining that the company is seeking relief under the order and its particular reasons for doing so. For more information on this topic, see 2020 Filing Season: SEC Announces That Public Companies Affected By the Novel Coronavirus (COVID-19) May Seek Regulatory Relief from Periodic Reporting Deadlines.
The SEC also issued guidance for public companies on March 13, 2020, for conducting annual shareholder meetings in light of health, transportation and other issues raised by the spread of COVID-19. If a public company that has not yet mailed and filed its definitive proxy materials needs to change the date, time or location of its annual meeting or conduct a virtual meeting due to COVID-19, it should consider including disclosures regarding such changes. If definitive proxy materials have already been mailed and filed with the SEC, a public company does not need to amend its proxy materials or mail additional soliciting materials if it (i) notifies shareholders by issuing a press release announcing such changes, (ii) files the press release as additional soliciting material with the SEC, and (iii) informs other intermediaries in the proxy process and market participants of such changes. The SEC also expects public companies to allow shareholder proponents to present their proposals through alternative means, such as by phone, during the 2020 proxy season. For more information on this topic, see COVID-19 Impact on Annual Shareholder Meetings.
Other SEC deadlines that have been adjusted include those applicable to registered investment advisers and exempt reporting advisers, if such companies are unable to meet certain filing deadlines due to circumstances related to the effects of COVID-19. These types of filers may delay filing Form ADV and Form PF up to 45 days after the original due date if they satisfy certain conditions, including notifying the SEC directly via email in the method specified in the SEC's guidance. For more information on this topic, see SEC Permits Late Filing of Form ADV (Subject to Conditions).
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