On June 1, the Securities and Exchange Commission adopted an interim final rule (Rule), as mandated by the Fixing America’s Surface Transportation Act (FAST Act), that amends Form 10-K to permit, but not require, issuers to provide a summary of business and financial information contained in the annual report pursuant to new Item 16. Rather than establishing rules regarding the length or content of the summary, the Rule (which became effective on June 9) is principles-based and grants each issuer flexibility in preparing a summary, so long as the information is presented fairly and accurately.

In its adopting release, the SEC acknowledged that although the “current rules do not prohibit a registrant from including voluntary information, such as a summary,” new Item 16 “will expressly allow a registrant, at its option, to include a summary in the Form 10-K.” The Rule requires that all summaries include a hyperlink to the related and more detailed disclosure for each topic covered in the summary. In general, a summary may only include information that is included in the Form 10-K (or in exhibits that are part of the same filing) at the time of filing. An issuer may not include information incorporated by reference from a forthcoming filing (e.g., management, executive compensation and other Part III information that is incorporated by reference from a proxy statement to be subsequently filed). The Rule does not, however, require the issuer to subsequently amend the Form 10-K to include a summary of such information, upon the filing of the document containing the information previously incorporated by reference in the Form 10-K.

The SEC is soliciting comment on the Rule, and the public comment period will remain open for 30 days.