People and Market Signals Foundations

Glossary

Base rate: How often an event occurs in general among comparable cases, used as the reference point for judging whether a particular move is unusual enough to be informative.
Effective date: The date on which an executive actually assumes or leaves a role, as distinct from the announcement date, when the move becomes public, and the decision date, which is usually not disclosed.
Form 3: The initial statement of beneficial ownership that a new officer, director or large shareholder of a listed company must file under Section 16 of the Securities Exchange Act of 1934, within ten days of assuming that status.
Form 8-K: The current report a company registered with the SEC must file, generally within four business days, when specified events occur, including changes in senior officers and directors.
Item 5.02: The section of Form 8-K covering departures and appointments of principal officers, election of directors, and certain officers' compensatory arrangements.
Material non-public information: Information that a reasonable investor would consider important to an investment decision and that has not been made available to the public. Trading on it in breach of a duty can violate SEC Rule 10b-5.
Proxy statement (DEF 14A): The definitive disclosure document filed with the SEC ahead of a shareholder meeting, containing director biographies, the named executive officers and an explanation of executive pay.
Regulation FD: The SEC rule adopted on August 10, 2000, and effective October 23, 2000, requiring a listed company that discloses material non-public information to certain market professionals or shareholders to make it public, simultaneously if intentional and promptly if not.