How to File Form 8-Ks for Departing Directors

If a director retires, resigns, is removed or refuses to stand for re-election – at a time other than not being re-upped for another term – the company will need to file a Form 8-K with the SEC within four business days (under either Item 5.02(a) or (b) depending on the circumstances). Oddly, however, a director’s death is not a triggering event for a 8-K.

From a 8-K perspective, there are four ways to think about a director leaving the board – there are four branches on this decision tree:

• Director dies
• Director leaves at end of term
• Director leaves before end of term amicably
• Director leaves before end of term in disagreement with management

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