Mark B. Spiegel on Twitter
Only because I didn't want to make it's own thread over this, but also tired of seeing this posted by shorts. He is a tip, if someone is telling you to short the stock based terrible company practices and failing to file things correctly, and they themselves don't understand how SEC filings work, you should probably not trust them with your capital. I feel really bad for people who have given this guy their money...
So, this part of the SEC rules for the 8k reads as follows:
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) If a director has resigned or refuses to stand for re-election
(b) If the registrant’s principal executive officer, president, principal financial officer, principal accounting officer, principal operating officer, or any person performing similar functions, or any named executive officer, retires, resigns or is terminated from that position
(c) If the registrant appoints a new principal executive officer, president, principal financial officer, principal accounting officer, principal operating officer, or person performing similar functions
Instructions to Item 5.02.
4. For purposes of this Item, the term “named executive officer” shall refer to those executive officers for whom disclosure was required in the registrant’s most recent filing with the Commission under the Securities Act (15 U.S.C. 77a et seq.) or Exchange Act (15 U.S.C.78a et seq.) that required disclosure pursuant to Item 402(c) of Regulation S-K (17 CFR 229.402(c)).
I clipped a lot of the extra stuff out, but if you want the whole document it is here:
https://www.sec.gov/about/forms/form8-k.pdf
So the important piece is on the instructions note for number 4. So which officers are required in their most recent filing with the Commission? Well since their current 10-K states that everything regarding this will be filed within 120 days, I must rely on their last 14A that was filed which outlines other than their board of directors the following "Named Officers":
Elon Musk Chief Executive Officer, Product Architect and Chairman
Deepak Ahuja Chief Financial Officer
Jeffrey B. Straubel Chief Technology Officer
Jerome Guillen Vice President, Worldwide Service and Deliveries
Greg Reichow Vice President, Production
So right off the bat, you can discard any comments about the departures of anyone else in the company such as Ricardo Reyes who has departed. These positions, as far as I am aware, were never reportable.
So of those in the above list two have departed. Well one retired and the other took a leave of absence for an undisclosed period of time. They have an 8-K on Deepak, so I won't bother with this one. So the interesting one is Jerome. They did a very similar thing with George Blankenship when he left. The guy takes an unspecified length of a leave of absence and then they quietly disclose in a 10-k or 10-q that the position no longer has reporting requirements.
So did they do anything illegal here? Well according to the letter of the law. They must file a section 5.02 if: "any named executive officer, retires, resigns or is terminated from that position". A leave of absence is not a retirement, resignation or termination. By definition you are still an employee during this leave of absence. People take these for any number of reasons, like maternity leave, or military deployments... So if you are no longer there, for an unknown amount of time, and no known return date, should I bother to continue to report you to the SEC? I mean, you aren't *doing* anything in the company. So by definition, you are no longer material to the company and therefore I can tell the SEC that reporting is no longer required.
Also note that George had a slightly different title than Jerome did. I believe this to also be a game with the SEC since they both took leaves of absence, so the position is still there for them someday. Although once they drop reporting it doesn't matter either way... the guy can quit or be fired and there is nothing further to report about it.
I think this was a nice way to let them go without making it look bad that they left. But saying that the company is doing something illegal? Hardly.
Anyway, I hope this clears things up on their 10-K and 8-K filings, and explains which Executive positions are even reportable in the first place. Of course Board Members are also all reportable, but as far as I am aware they have been taking care of those correctly as well, and hadn't seen anyone complain about them in any case.