On the heels of the SEC’s guidance issued on April 2, 2013[1] regarding the use of social media as a means of complying with Reg FD, a few companies have filed Item 8.01 8-Ks announcing that they will be using social media channels as a means to comply with Reg FD. For example, the Netflix 8-K states in part:
"…in light of the SEC’s guidance, we encourage investors, the media, and others interested in our company to review the information we post on the U.S. social media channels listed below. This list may be updated from time to time on Netflix’s investor relations website.
The Netflix Blog (http://blog.netflix.com)
The Netflix Tech Blog (http://techblog.netflix.com)
The Netflix Facebook Page (https://www.facebook.com/netflix)
The Netflix Twitter Feed (https://twitter.com/netflix)
Reed Hastings’ Public Facebook Page (https://www.facebook.com/reed1960)"
Based on a quick search of EDGAR filings through this morning, these type of 8-Ks have not been common. While I acknowledge that my search was not exhaustive, I’ve come across only two other companies that filed these type of 8-Ks: AutoNation and Infrax Systems (with respect to the Infrax filing, one investor relations commentator noted that “There’s something not quite right about a [company] with 1 tweet and 16 followers using Twitter for Reg
FD.”).
Companies, however, often included a statement in their “About Us” section of press releases along the following lines: “For more information, please visit www.[companywebsite].com or connect with us on Twitter, Facebook and LinkedIn.” It’s not clear whether the purpose of these types of statements is to alert investors to look at the company’s social media channels for material information, or if that is the purpose, whether they adequately to do so in light of the SEC’s guidance.
In what appears to be a change in response to the SEC’s guidance, GE added the second paragraph below to its “About GE” section of an April 19 press release:
"GE (NYSE: GE) works on things that matter. The best people and the best
technologies taking on the toughest challenges. Finding solutions in energy, health and home, transportation and finance. Building, powering, moving and curing the world. Not just imagining. Doing. GE works. For more information, visit the company's website at www.ge.com.
Investor Relations website at www.ge.com/investor and our corporate blog at www.gereports.com, as well as GE’s Facebook page and Twitter accounts, contain a significant amount of information about GE, including financial and other information for investors. GE encourages investors to visit these websites from time to time, as information is updated and new information is
posted."
GE’s January 19, 2013 press release (the most recent filed prior to the release of the SEC’s guidance on April 2), as well as the handful press releases I looked at prior to that date, contained only the first paragraph above.
[1] In short, Reg FD generally requires companies to communicate
material, nonpublic information in a manner that is reasonably designed to
provide broad, non-exclusionary distribution of the information to the public.
The SEC’s guidance states that companies may use social media to disseminate material, nonpublic information if they have previously alerted investors that social media will be used for those purposes. The SEC’s guidance regarding the use of social media as a means of complying with Reg FD was contained in an infrequently used tool in the SEC’s arsenal – a Section 21(a) report. The SEC uses these reports to address novel issues of broad interest.
"…in light of the SEC’s guidance, we encourage investors, the media, and others interested in our company to review the information we post on the U.S. social media channels listed below. This list may be updated from time to time on Netflix’s investor relations website.
The Netflix Blog (http://blog.netflix.com)
The Netflix Tech Blog (http://techblog.netflix.com)
The Netflix Facebook Page (https://www.facebook.com/netflix)
The Netflix Twitter Feed (https://twitter.com/netflix)
Reed Hastings’ Public Facebook Page (https://www.facebook.com/reed1960)"
Based on a quick search of EDGAR filings through this morning, these type of 8-Ks have not been common. While I acknowledge that my search was not exhaustive, I’ve come across only two other companies that filed these type of 8-Ks: AutoNation and Infrax Systems (with respect to the Infrax filing, one investor relations commentator noted that “There’s something not quite right about a [company] with 1 tweet and 16 followers using Twitter for Reg
FD.”).
Companies, however, often included a statement in their “About Us” section of press releases along the following lines: “For more information, please visit www.[companywebsite].com or connect with us on Twitter, Facebook and LinkedIn.” It’s not clear whether the purpose of these types of statements is to alert investors to look at the company’s social media channels for material information, or if that is the purpose, whether they adequately to do so in light of the SEC’s guidance.
In what appears to be a change in response to the SEC’s guidance, GE added the second paragraph below to its “About GE” section of an April 19 press release:
"GE (NYSE: GE) works on things that matter. The best people and the best
technologies taking on the toughest challenges. Finding solutions in energy, health and home, transportation and finance. Building, powering, moving and curing the world. Not just imagining. Doing. GE works. For more information, visit the company's website at www.ge.com.
Investor Relations website at www.ge.com/investor and our corporate blog at www.gereports.com, as well as GE’s Facebook page and Twitter accounts, contain a significant amount of information about GE, including financial and other information for investors. GE encourages investors to visit these websites from time to time, as information is updated and new information is
posted."
GE’s January 19, 2013 press release (the most recent filed prior to the release of the SEC’s guidance on April 2), as well as the handful press releases I looked at prior to that date, contained only the first paragraph above.
[1] In short, Reg FD generally requires companies to communicate
material, nonpublic information in a manner that is reasonably designed to
provide broad, non-exclusionary distribution of the information to the public.
The SEC’s guidance states that companies may use social media to disseminate material, nonpublic information if they have previously alerted investors that social media will be used for those purposes. The SEC’s guidance regarding the use of social media as a means of complying with Reg FD was contained in an infrequently used tool in the SEC’s arsenal – a Section 21(a) report. The SEC uses these reports to address novel issues of broad interest.
