Workiva and the SEC's updates to electronic filings
Hello filers!
You might have seen this press release drop last week as the SEC passed this final ruling (summary here) regarding amendments to electronic filings. These changes included several items, with the key players being:
- Foreign filers will need to file their “glossy” annual report in a 6-K filing. Non-English documents will need to be submitted in PDF format and not on paper
- 10-K filers will also have to submit their “glossy” via EDGAR instead of submitting it in paper form to the SEC
- Form 144 filers will be required to submit their filings electronically instead of on paper or email. It also appears that it will be switching from HTML to “structured, machine-readable custom XML format”
- 11-K will need to be iXBRL tagged
The first three rules go into effect six months from July 11, 2022, (the effective date) while the 11-K tagging requirement is still 3 years out (July 2025). We encourage all filers to confirm with their legal counsel on their filing requirements for these forms given the effective date.
As always, we're here to help and our experts are standing by so let us know what questions you have. Thanks, and happy filings!
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Hi we have some questions about this amendment. In 10-K filings, we understood that the "glossy" annual report will be filed as a PDF attachment to it. But what will be its setup? If we set it as an exhibit, what will be its description?
Lastly, is it okay to file the 10-K without the "glossy" annual report then just file an amendment in the form of 10-K/A later? (Our "glossy" annual report is still not done at the time of our 10-K filing)
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Hi Michelle!
Thanks for your question. Happy to help answer.
As of yet there is no guidance from the SEC until the Edgar Filer Manual is updated to reflect this rule change. Sadly it is impossible to know exactly how they will implement the "glossy" requirement. It is possible that the SEC could add a new form type, re-purpose an existing type (such as ARS), or add an exhibit type to existing form types that would allow an non-EDGARized PDF to be filed as an official document. Once the EFM is updated too, I expect we'd have better clarity into your second question regarding the process for filing the 10-K without a "glossy" report.
As soon as more info does become available, we'll be sure to keep you updated. Sorry I couldn't be of more help there. Do let me know if you have any follow-ups or need anything else. Thanks much and have a great day!
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Any updates on this? I am also curious about how to file the 10-K "glossy" report.
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Hi Jamie!
In this case, no news is good news...sorta.
There is no final technical details on the "glossy" implementation as of yet. It will be PDF based, and our best guess from the final rule and some of the filing impact numbers is that the SEC will use Form ARS, but there might also be a new exhibit type added that allows a PDF to be included as an official copy. If it is implemented as Form ARS, Workiva does support that form type as well and if they add a new exhibit type to existing form types we'll be able to add that support should it be announced. We would expect those types of changes in the EDGAR 22.4 release in mid-late December and as we march closer to end of this month, we should start to know more.
Hopefully that helps some. We'll keep our ears peeled in the meantime, but do let us know what questions you have.
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Thanks for the update and keep us posted! I had the same concern that we typically don't have the glossy version complete by the time we file the 10-K so I was concerned if we need to push up that timing for this year. Hopefully they clarify for us soon.
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Thanks for the update Mike!
Yes, please keep us posted. We have the same concerns as Jamie as we are currently drafting the calendar for year-end reporting.0
We just saw the following update from the EDGAR Business Office.
In Release 33-11070, the Commission adopted amendments to its rules governing the electronic filing and submission of documents to require filers beginning January 11, 2023 to electronically submit their "glossy" annual reports to shareholder. Filers will have the option to submit the "glossy" in Form ARS as a primary filing in PDF or in the Form ARS and Form 6-K as exhibit type EX-99 in PDF as an official filing format.
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Will there be detailed instructions on how to file Form ARS (or do they exist already)? We've never used this form, so any guidance would be appreciated. I would like to do a trial run with last year's annual report pdf to make sure there are no surprises when we file our 2022 annual report in March. Thanks!!
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Welcome to the community, Kristin! Great question. I did ask around and got some tips for you.
The ARS form type has existed for a long time and filing it is no different than most filings. However, after the released of EDGAR 22.4 (expected Dec. 19) the key differences will be that you can then file form ARS as a PDF as-is (without EDGARization) as the primary document for type ARS, or include it as an exhibit (EX-99).We anticipate most filers will simply file the "glossy" by as the the primary document with no other exhibits. However, if you want to file a cover page, so to speak, you'd EDGARize an ARS as normal with the "glossy" provided in PDF format as EX-99. The EX-99 PDF option is also allowed for 6-K filers.Also note that PDFs uploaded must conform to the EDGAR file name rules (less than 32 characters and no spaces), so they will need to be named correctly before uploading into a filing. Examples that are legally satisfactory would be glossy.pdf or annual_report.Lastly, EDGAR has strict rules about the types content allowed in PDFs, so if you do get a suspended filing due to PDF content, we recommend to print the PDF to a new PDF version and try that new PDF, or contact Workiva support for help.I'll connect with our team here to see if we can provide these tips and any other guidance ahead of these changes. I'll be sure to keep you updated on that status as well.Thanks, and do let me know what questions you have. Happy Friday!0
Thanks Mike.
I am still a bit confused of the glossy filing requirement. We typically file the 10K in February and produce a glossy or 10-K wrap in March. Do we now need to file the glossy or 10-K with the SEC again after the official 10K in March?
Have a nice weekend.
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Hi Ken!
Totally understand. The SEC has been somewhat quiet on this, but here's what we know.
The regulation states the "glossy" must be provided prior to or with the proxy filing. That part is not changing. The new filing requirement is that the "glossy" will be required to be filed electronically using EDGAR. It may still be posted on your company's website too. The ARS and 6-K form types have been specified as the forms to file the "glossy", but it isn't clear if the regulation could be satisfied by filing the "glossy" in the annual 10-K filing as well (to your point). But that said, today there is no need for you to change your process, other than filing the "glossy" PDF in March in form ARS.
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Hi Mike,
We have a follow-up question on your last response to Ken. If a company files a preliminary proxy statement does the glossy need to be filed before the preliminary version (PRE 14A) or before the final version (DEF 14A)?
Thanks!
Tracy
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Hi Tracy!
Sure thing. I asked around and so far our take of 240.14a-3(c) is that if filers ARE required to file a preliminary proxy filing, they WILL need to file the "glossy" before the PRE 14A. Here's that ruling:
(c) The report sent to security holders pursuant to this rule shall be submitted in electronic format, in accordance with the EDGAR Filer Manual, to the Commission, solely for its information, not later than the date on which such report is first sent or given to security holders or the date on which preliminary copies, or definitive copies, if preliminary filing was not required, of solicitation material are filed with the Commission pursuant to § 240.14a-6, whichever date is later.
Of course we'd always recommend checking with your own legal team to confirm, but hopefully this helps.
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Hi Mike, in the ARS Filing, I am guessing I need to choose "Include the original PDF as-is" when uploading. Could you confirm?
Also, my test-filing was suspected due to the following two types of errors:
- ATTACHED FileSpec OBJECT/EXECUTABLE
- EXTERNAL REFERENCE URI FOUND
I am guessing I need to disable all hyperlinks in the exhibit index in the 10-K?
Thank you for your support.
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Hi again, I removed all hyperlinks and test filed again. The two error messages I noted above are gone. But it was still suspected. I now see the below error message.
ERR: NO_VALID_PRIMARY_DOCUMENT MSG: Submission does not have a valid primary document.
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Hi Satoru!
Thanks for reaching out. I'm happy to hear your first two issues were addressed. I brought up your most recent item with our team and they suspect that your PDF may still not be EDGAR compliant. You could try downloading it to your machine, opening it and then resaving it. Then bring that newly saved version into Workiva to use and see if that error goes away. You'd need to get rid of the old PDF from the filing too.
Holler if you have any questions or that does not quite resolve. If you do need immediate help, our 24/7 Support team is available too.
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Thank you Mike,
In the Collect step, I changed Generated as to "EDGAR PDF," and now my test-filing is accepted. But it seems what Wdesk did was to convert and save each page of the 10-K as a jpg file. So the filing has 100+ jpg files as separate documents, plus one htm file that consolidates all of the jpg files.
Do you know if this is an acceptable way to file a glossy?
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No problem! Happy to help.
In this case, for the "glossy" ARS, you would not want to EDGARize the PDF (which creates images of each slide) but instead you would want the PDF as-is since that can be used as an official document type for ARS. So your filing would have a single PDF filed as exhibit type ARS, unless you also want a cover page, in which case it can either be type ARS or EX-99.
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Hi Mike,
We kept getting filing suspensions as our ARS (pdf) attachment was not EDGAR compliant. In the end we could not figure out how to completely flatten the pdf document ourselves even with Adobe Acrobat Pro, and had to go to an external document processing firm to do it. It just shows how tech-savvy we are, but I think it would be helpful if Workiva can somehow add a step that would check the formatting of a PDF attachment in the filing process (because we were getting all green check marks in our test-filings).
Thank you,
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Hi Satoru,
Thanks for providing your update. Sorry to hear you hit some snags with the PDF. That was a less than ideal process, for sure, and we definitely want to make it simpler for you to file within the Workiva platform, start to finish. Your candor and suggestions are much appreciated here and I'll be sure to pass this along to our product team for further consideration. Thanks again and have a great day!
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Great news, Satoru!
Wanted to let you know that we just rolled out this Help article geared to help address the concerns and issues you ran into with the invalid PDF issue when filing. Thanks for sharing with us and helping us improve the Workiva experience. Have a great day!
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Mike Since Workiva is public and creates a glossy annual report, did someone at Workiva try test-filing its own AR and did they run into any issues? We plan to file our annual report first, followed by our proxy statement on the same day (annual report has to precede the proxy statement).
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Hi Dale!
I checked with our team who prepares and submits our SEC filings, and they are not quite there just yet with the ARS but I will circle back with whatever learnings we have from the process and share them here, if that works.0
Hi Mike,
For the glossy ARS filing, any differences for filing through Workiva vs EDGAR filing site? I've never filed this form before, would like to know how the other filers file this glossy report. Thank you.
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Hi Mandy!
We hear ya. This is definitely new for many filers, and I'm happy to provide some tips for you to help along the way.
The filing experience for Form ARS (or 6-K) in Workiva guides you through the same steps you'd find direct on the EDGAR site, so the questions and data provided should be the same, though we're partial to our interface 😉. As far as what to submit, there are several options for filers when constructing your annual report. You may:
- Submit their unaltered 10-K document in PDF
- Provide management discussion in addition to the 10-K report, often called a “wrap”
- Provide a colorful, highly designed document
Any of these options may satisfy the annual report filing requirement when submitted as Form ARS or 6-K, when filed prior to your preliminary and/or definitive proxy.
Submitting a PDF as your primary filing does have it's own technical constraints and we've seen significant issues that impacts filers. The SEC has a document Formatting PDFs for EDGAR that describes some of the common PDF issues and recommended remediations. Here's some common ones we see:
INVALID_PDF_CONTENTS
If your PDF contains Active Content (actions, embedded JavaScript, forms), hyperlinks of any kind (plain text URLs are permitted), or is password protected, this will cause an INVALID_PDF_CONTENTS error. Often this can be resolved by "flattening" your PDF (steps for this can be found here).EMPTY_DOCUMENT
PDFs that do not contain selectable text are not permitted and will result in an EMPTY_DOCUMENT suspension error. Sadly, PDF errors of this type can not be fixed as quickly and will require a new document which contains selectable text and not just images.INVALID_PDF_CONTENTS
These errors can often be resolved by “printing” to a new PDF or using the macOS’s Preview application and selecting the Export As PDF. When printing to a new PDF, ensure that the text contents remain and are selectable to avoid the EMPTY_DOCUMENT issue.If you do continue to run into any errors when test filing, we definitely encourage you to contact Workiva Support to assist you.
Hopefully that helps some. Let me know if you have any follow-ups for me or if you have any questions. Thanks again and happy filing!
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