Always Interesting Issues in Compensation

We Extract and Normalize the Executive and Director compensation data whether it is reported in the 10-K or the DEF 14A.  Compensation is a required disclosure in the 10-K but companies can take the relief offered by the CFR and chose to incorporate it by reference to the DEF 14A (proxy) if the proxy is expected to be filed within what we think is a 90 day window following the filing deadline for the 10-K.

We have started seeing more and more discrepancies between what is filed in the 10-K and what is ultimately reported in the proxy.  These discrepancies are not usually very large but they are interesting.  Argos Therapeutics Inc filed their proxy today – here is a link.  On May 1, 2017 they filed an amendment to their 10-K (10-K/A) which appears to have been filed solely to include Items 10 – 14.

When their filing was made today we captured the EC data and our system triggered an event because the table in the proxy covered the same reporting periods as the table in the 10-K/A and the totals did not match.  Here is the data that was reported in the 10-K/A:

argus10k_A

Here is the EC data as it was reported in the proxy:

argusdef_A

The total for each year has changed it it appears that the differences can be explained by differences reported for Other.  So looking more closely at the description of the Other amount it appears that they modified their description between the two filing.  Here is the language used in the proxy:argus_other

The description of Other in the 10-K/A does not mention 401(K) matching contributions – otherwise it matches verbatim the language used in the DEF 14A.  Now that we can explain the discrepancy we will remove the prior data and then update with the new table.

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