A Form 8-K Current Report must be filed by public companies to keep investors informed of certain material events and circumstances. Public companies are subject to Form 8-K filing obligations with the Securities and Exchange Commission (SEC) within four business days after the occurrence of an 8-K triggering event.

Once such circumstance involves the appointment and departure of directors and certain principal officers of a public company. A Form 8-K must be filed pursuant to the requirements of Item 5.02 of the Form 8-K with a description of the departure or appointment.

If a director resigns, the Item 5.02 Form 8-K disclosure must include the date of the resignation, any board committee positions held by the director at the time, and a brief description of the circumstances surrounding the director’s resignation. Any letter or other document concerning the circumstances of the director’s resignation may have to be filed as an exhibit to the 8-K.

If a principal officer retires, resigns, or is terminated from his/her position, the Item 5.02 8-K should disclose such occurrence and the date of the event. For example, when the chief executive officer of Planet Fitness was terminated, the company filed an Item 5.02 8-K disclosing that the board of directors had decided that a transition to new leadership was necessary. In addition to describing the management transition, this 8-K provided details about the separation agreement entered into between the company and the company’s departing chief executive officer.

A principal officer is defined to include a company’s chief executive officer, chief financial officer, chief accounting officer, chief operating officer, or any person performing similar functions, or any “named executive officer”. Under Item 4.02(a)(3) of the SEC’s Regulation S-K, a “named executive officer” refers to the company’s CEO, CFO and three most highly compensated individuals other than the CEO and CFO who serve as executive officers.

If a principal officer is appointed by the company, the Item 5.02 8-K should identify the position the individual is being appointed to and describe his/her business experience during the past five years. To the extent there are any family relationships between the newly appointed officer and any existing director or executive officer of the company, they should be explicitly mentioned in the 8-K. Any material plan or contract that the newly appointed officer enters into with the company, such as an offer letter, employment agreement or equity award grant, should be disclosed. To the extent the individual has engaged in a transaction with the company in an amount exceeding $120,000 in the past year, it should be disclosed in this 8-K.

If a new director is elected to the company’s board of directors, the Item 5.02 8-K should describe any board committees that the new director will serve on and any related party transactions between the director and the company in the past year in an amount exceeding $120,000. Details of any material plan or contract that is entered into with the new director should be described in the 8-K.