We have made five additional proxy type filings available through the platform. The specific filing types are DFAN14A, DEFC14A, DEFC14C, DEFM14A, DEFM14C. In some cases these filings are made by investor groups to communicate with the existing shareholders about their activities. Because these filings might be made by these third parties we have added the INVESTOR_CIK and INVESTOR_NAME tags to the filings.

The addition of these tags provides an opportunity to close the loop between an investor taking a position that triggers a SC 13D filing obligation and efforts by the investor to exert influence over the management/strategy/board of the issuer.

A brute force matching of these is not difficult. Step 1 would require that you search the SC 13D archive using xfirstword and (DOCTYPE contains(SC*)). This search identifies all SC 13 filings and amendments and leaves out the exhibits. The exhibits are not needed to identify the issuer/investor relationship. Use the SummaryExtraction feature to pull a listing of the filings – this listing will include all of the metadata attached to each filing.

Create a new column in the file (I named my new column ISSUER_INVESTOR) and use Excel’s CONCATENATE function to concatenate the value in the CIK column with the value in the INVESTOR_CIK column – note include an underscore or dash between the two values.

To match these to particular filings run an analogous search in one of these other filing types. For example, I could run the following search over the DFAN index collection xfirstword and (DOCTYPE contains(DFAN*)) to identify all DFAN filings made – create the same ISSUER_INVESTOR identifier and then use VLOOKUP to match the ISSUER_INVESTOR combinations in the two filing types. So for instance – this strategy allowed me to match the SC 13D filings STARBOARD VALUE LLP filed related to their investment in DARDEN and then identify the associated DFAN filings that were also filed by STARBOARD.

Presumably we are doing this at scale and not looking at individual (one-off) documents. So if we have identified for example all DFAN fililngs that are associated with an SC 13D INVESTOR filer we can isolate those by using the CIK-DATE feature of the application to run a new search with the issuer CIK and the RDATE of the filings that were identified as a match (there were 3,884 DFAN filings associated with an INVESTOR who filed an SC 13D).

The new filings are available now – to access them please use the File Options Index Library Generate Library command to access the latest filings. Further – if you have not used the Zoom feature when trying to select an index – try it.

I’ve always thought those relationship sketches that show connections between companies and people are really cool. One of the challenges using that information in an academic study has been that matching the names of people and companies to actual concrete data can be daunting. I hinted back in July that we would start addressing that problem. As usual – we ran into more roadblocks than expected and our efforts were complicated by some unexpected problems in rolling out to Appstream. I am happy to report that this data went live this morning – there is a new Data Table available from our application named DIRECTOR_RELATIONSHIP. To access the data create a request file in the usual manner and look for the new entry at the bottom of the Data Tables user control on our application as illustrated in the image below:

One of the complications in creating this artifact was to decide how to pick a span of time to use for reporting. The final span we decided on is not perfect but is at least a reasonable starting point – this data is organized by reporting calendar year. During calendar year 2020 (1/1/2020 – 12/31/2020) we identified all DC tables that were filed and isolated those that reported DC data for FYE 2019 or 2020. We identified all directors reported in the DC tables where we were able to match a PERSON-CIK to the directors. We then looked for all other DC tables filed in the 2020 calendar year that included that director.

The data is organized by ISSUER CIK/Calendar Year. So for example if you want to explore the 2020 relationship data for Apple Inc (CIK 320193) your request file should have the value 2020 in the YEAR column. The results will list all of the directors reported in the DC data that Apple filed in 2020 as well as their PERSON-CIK and SEC-NAME (if available) as well as their GENDER and their AGE and tenure (SINCE) as it was reported in the Apple filing. The remaining columns will list the CIK (OTHER_ISSUER_CIK_#) of any other issuer(s) that included the director in their DC data as well as their tenure with the other registrant (OTHER_ISSUER_SINCE_#). Here is a screenshot of this data for APPLE INC:

If you look carefully at the table you will see that Mr. Bell is affiliated with four other registrants – note – those affiliations reflect the fact that he was included in the DC table for those registrants during the 2020 calendar year. It turns out that he retired from 2 of those boards in 2019/2020. The interesting observation in this is that the biography of the directors is forward looking – our data is concurrent.

We are still looking at ways to improve this data. For example – you might note the missing data for BRANDON PILOT ( in the first row of the image). He evidently does not have any SEC reporting responsibility and the registrant he is affiliated with is a Smaller Reporting Company – it takes longer to update data on these registrants. I will note that the DIRECTOR_RELATIONSHIP data for 2020 covers 31,386 PEOPLE-COMPANY observations. We have not been able to identify a PERSON-CIK for only 675 of those observations. Some of those will come later – but others will never show up because the director might never have an SEC filing obligation. Usually that occurs when they are non-US domiciled, the issuer never offers equity to directors or the issuer is newly registered and the director steps down around the time of the IPO.

I am going to extend this post to provide a concrete example for our decision to anchor on PERSON-CIK as a critical identifier. The image below has data for a Mr. Hollis who serves as Chairman of Hain Celestial (CIK: 910406) and as an independent director for SunOpta Inc. (CIK: 351834).

As you can see, Hain Celestial reports his name in the director compensation table as R. Dean Hollis, SunOpta reports his name as Dean Hollis. If we were trying to match across these firms – this small variation would require some contortions and more likely than not some review. By providing the PERSON-CIK we are able to provide more certainty to this process.

You might also notice the age difference in the two rows. SunOpta is a 1/30 filer and their proxy was filed on 5/1/2020. Sometime between then and 10/13/2020 (the filing date of Hain’s DEF 14A) Mr. Hollis celebrated his 60th birthday.

Finally, our initial push of this data covers calendar years 2009 to 2020.

A number of public companies have made announcements about adjustments to compensation because of the effect of the pandemic on revenues and/or income. In the EC and DC tables that we have seen the adjustments have generally been reflected in the Compensation Discussion and Analysis section of the DEF 14A or the 10-K. However we have had one registrant report the adjustment in the body of a table. Below is an image of the DC table reported in NET 1 UEPS’s proxy (CIK 104514):

Because the adjustment has been so clearly labeled we have decided to include a new column in the DC/EC data when the registrant makes this disclosure. If you download DC data for this company you will see this column in the output.

Interestingly – they did not use the same practice when they prepared their EC table. Rather than reporting the adjustment in the table they described that “The 2020 amounts presented for Messrs. Kotzé, Pillay and Smith are after the agreed COVID-19 salary reduction under which we donated 30% of their fourth quarter base salary to initiatives fighting against the COVID-19 pandemic in South Africa.” In these cases we are not making any additional disclosure or adjustment to the data.

Interestingly, Rave Restaurant Group (CIK 718332) reported that their directors waived fees for the 3rd and 4th quarter of 2020. Since they provided no direct explanation of the motivation for the waiver we made the tough decision to net the fees waived against OTHER (RAVE DEF 14A).

We are just a month or so before we begin seeing a crush of filings for the 12/31 registrants. It will be interesting to see how they choose to reflect any compensation changes made as a result of the pandemic. As long as they explicitly label adjustments as COVID related we will normalize them into the COVIDADJ column.

If you do an Index Update on the platform you will see that we have added 2021 filings. At the moment our updates to 2021 are going to take place early Saturday morning (around 4:00 AM UTC-6 hours). While I suppose it would give us bragging rights to accelerate that I am not sure there is a significant benefit to moving to more frequent updates. If anyone has a strong belief that would increase their productivity please reach out so we can discuss.

We installed LibreOffice so you can open and manipulate CSV files on the instance rather than having to transfer them back to your desktop just to open them. I did a Search and then Summary Extraction and played around some with the file – it works. The interface/menus are very similar to all Windows applications so I found it useful – a little bit different. When I did the install I added German, French, and Chinese language packages so if you prefer to work with the menu using one of those languages you should have that ability. If we need another language pack please let me know.

Finally, I am starting to wonder about reorganizing the indexes. I don’t think I want to have that conversation in this forum – once we get some time to take a breath I will be sending out an email to users sharing my thoughts and asking for your feedback. I think there are some cool things we can do that would improve your productivity and the nature of your searches.

We have had several questions about using files and CIK lists with directEDGAR. I prepared a short video that illustrates the process of moving data that is in the Clipboard as well as files to/from your session. The video illustrates the transfer of a list of CIKs to use in a search. When the search is finished we need to copy the missing CIKs from the search back to our local computer and then we want to extract the actual documents and save those locally. All of this is illustrated in this video.

As a side note – we use a service from a company named Rev to create closed captions for our videos. There can sometimes be a lag as long as 24 hours between our video release and the addition of the captions. They do a much better job with the captions than the free services so we appreciate your patience during the caption process.

I was sitting on my laurels this morning watching activity through the new APPSTREAM instances of directEDGAR when I received two separate emails about improving the experience. The first one was wondering if we could install Python and the second was a request for a spreadsheet program to more readily review CSV artifacts that are created using the platform.

I should have thought of adding a program to more naturally open csv files. I apologize – I had tunnel vision the last few weeks as I was much more worried about the config files and managing disk permissions to give you fuller access to the archive. I will be adding an open source spreadsheet program before the week is out. We can’t add Office unless we buy a use license for each user and I would not know how to budget for that.

The notion of adding Python is very intriguing and it is also seems possible. You have read access to all of the SEC filings in directEDGAR.

The basic work flow with our platform is to first Search for relevant documents – and while we have great tools to assist your Extraction and Normalization of content there are plenty of use cases where you might want to use Python to achieve a more finer grained Extraction and Normalization process than our tools offer.

I was initially imagining you would use the DocumentExtraction feature to access specific documents – compress them – move them locally and then run your own code. But the more I think about the argument/suggestion/comment I received this morning the more I understand the value of this. We are going to look into this and see what is necessary. I believe we can do this – the challenge will be to find the right compromise on the version and installed libraries.

I had hoped to push our latest version on Appstream out before Christmas (and we hope you had a Merry Christmas) but there was an unexpected technical problem that took some time to sort out. However – it is set to go live tomorrow 1/4/2021.

The most important feature enhancement is the development work we did to allow you to interact with new Fields that we add to document metadata. All of tools that allowed you to manipulate or use field values in our previous generation tools had the field names hard coded into the application. The application infrastructure was redesigned so that the fields available in a document set are identified when the indexes are recognized by the application. In a practical sense – this means that as we learn about the value or possibility of new fields to use to help filter documents – we can add those fields without having to re-code the application. To see the difference compare the two images below – the first one has the fields list for SC13D filings that were accessed using 4.0.6.1.

The next image show access to the fields that are available when using the latest version of the application

You can search/filter on field values – but even if you don’t the field values will be included in your SummaryExtraction and/or ContextExtraction csv output files. It would be hard to create a meaningful search pattern for ACCEPTANCE but if we wanted to identify all SC-13D filings made by Jana Partners then it is as straightforward as typing JANA* in the Value to Search box as illustrated in the next image.

Even though we did not try to use the ACCEPTANCE filed in our search the output will include that value (suppose you wanted to do an event study using the initial filing of an SC 13D filings as the event date).

While the ability to provide additional metadata access to you is probably the most consequential feature of this update there are some other enhancements that I hope improve your experience. One is that we have added a new Zoom button that allows you to more easily navigate, identify and select the documents that you might want to search.

Version 4.0.6.2 is set for release through our APPSTREAM instances at 8:00 AM on 1/4. We will stop all running instances and change the application association that morning. Those of you who have been beta testers – thank you – you should receive an email describing your new license validation step. Those of you who have not been part of the beta testing group – one or more of our contacts at your university will be receiving an email with access instructions – if you need help please contact us at support@directedgar.com.