If a company's Form 10-K report for a fiscal year ended December 31 incorporates Part III disclosure by reference from the company's definitive proxy statement, the company must either file its definitive proxy statement not later than 120 days after the company's fiscal year end or file a Form 10-K/A amendment containing the Part III disclosure.
For this year, the Form 10-K Part III filing deadline falls on Sunday, April 30, 2023. Rule 0-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), provides that when the due date of a report falls on a Saturday, Sunday or holiday, the report will be considered timely filed if it is filed on the first business day following the due date. Therefore, the Form 10-K, Part III filing deadline is Monday, May 1, 2023. This date cannot be extended under Exchange Act Rule 12b-25.
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