I was finishing up an email to send our clients when I received an email asking about identifying the date of director resignations. I got a bit lost in that because I had never really thought about that issue. I know that they are supposed to be reported in the 8-K as Item 5.02. The problem with that reporting is that code also is used to identify “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” So it was relatively easy to provide some direction on how to build a search limiting the results to those 8-K filings with an ITEM 5.02 and additionally conditioning the results to those that have some word rooted on resign within a short span of words rooted on director. Because this is a rarer disclosure I selected all 8-K filings archives rather than doing them one by one. Here is the search I ran:

 (ITEM_5.02 contains(YES))  and (resign* w/10 director*)

Here is a screenshot of the results – it is pretty cool – I found 97,661 documents in a bit under 2 minutes

One reasonable questions is why did I find the first one listed if my ITEM code constraint was set to 5.02 but that filing was coded as ITEM 6. That is because we re-coded all past (archived) filings when the new coding requirements were mandated by the SEC sometime in 2004 or 2005. Thus, any past filing that had a filing reason code of 6 – we tagged in our metadata as a 5.02. Now that is slick!

However, as I was scanning through the results I was thinking about some rather interesting resignation letters that I had seen in the past that were not showing up in these results. The current guidance requires that resignation letters from officers and or directors be filed as Exhibit 17s and normally I would expect them to be associated with an 8-K but given my knowledge of the variation in the way the rules are followed I did another search. This time I searched all filings other than 8-K for Exhibit 17s again conditioned on having word rooted on resign within 10 words of words rooted on director. I set that criteria because in my initial search I found documents that were wrongly coded – this is a registrant/filer issue – we act on the code embedded in the filing.

Here is a screenshot of my results – I brought the filing made by Blackboard visible because that was the one I remembered and could not find in the earlier results.

To me this one was particularly interesting for two reasons. First, Blackboard did not actually file an 8-K reporting this resignation. Second the strong language about resisting compensation demands of the CEO was fascinating when I first read this. It is not often that we can get these opportunities to ‘see’ what is going on with the board.

I noted at the top that this was a random advertisement. The facility with which I could grab/identify these filings is the advertisement. If you want unprecedented access to searching EDGAR filings directEDGAR should be your first choice. If you want to accelerate your research please email me (bkealey [some weird symbol] directedgar.com)- our platform is unaffiliated with the SEC.