Form 8-K Item 5.02
Also called 8-K compensation, departure of directors or certain officers.
A current report item that can disclose new hire grants, severance, or role changes. CompensationBase does not add Item 5.02 amounts into the headline SCT total.
What it is
Form 8-K Item 5.02 is the current-report item for director and officer departures, appointments, and compensatory arrangements. A new CEO’s employment agreement, a one-time grant, or a severance deal often appears here within days, long before the next proxy’s SCT.
CompensationBase does not mix those Item 5.02 amounts into the ranked SCT Total. The grant will show up in the next parsable SCT if it belongs there. Until then, the catalog stays on the last table as filed.
Why companies use it
8-Ks exist so material officer changes are not delayed until the annual proxy. Investors hear about a hire or firing in near real time.
Companies attach the employment agreement as an exhibit so the market can read the contract.
Pros
- Speed: days, not months.
- Contracts are often filed in full.
- Flags a year that will later look like an unusual grant year.
Cons
- Headline grant values in a press release may use target value, not ASC 718.
- Departures can mention severance that will land in a later Other column—or never, depending on timing.
- Treating the 8-K as this year’s SCT Total would break the as-filed ranking rule.
Examples
New-hire 8-K
In June the company files an 8-K: $25 million new-hire RSUs. The FY SCT that includes June will show that grant at grant-date fair value. A ranking run in July off last year’s proxy will not yet include it.
Why we wait
8-K numbers can be incomplete (missing option assumptions, ignoring forfeited prior-employer awards). The SCT is the standardized restatement.
On CompensationBase
New-hire grants, departures, and similar Item 5.02 amounts are not mixed into the ranked SCT Total.
Related terms
- Form 4
An insider transaction report filed after an executive buys, sells, or has equity vest or be granted. CompensationBase does not mix Form 4 amounts into SCT Total.
- Golden parachute
Termination or change-in-control payments. They may appear in All Other Compensation or in a separate merger proxy table; a single-year SCT spike is not always a parachute.
- Total compensation
The headline pay figure CompensationBase ranks and displays: the Summary Compensation Table Total column as filed, not a recomputed sum of the component bars.