The Board of Directors of Doofus Corporation, a Delaware corporation (the “Corporation”), has adopted the following disclosure policy (this “Policy”) concerning communications with investment advisers, investors, money managers, mutual funds, securities analysts, securities brokers and stockholders (“Specified Person” or “Specified Persons”).
Regulation Fair Disclosure (“Regulation FD”) prohibits the selective disclosure of material, nonpublic information to Specified Persons, before disclosing such information to the general public. This Policy is intended to assist the Corporation’s authorized spokespersons to comply with Regulation FD and sets forth the Corporation’s commitment to fair disclosure of information about the Corporation without advantage to any Specified Person.
This Policy applies to all communications by the Corporation and its directors, officers, employees and agents (“Connected Person” or “Connected Persons”) with Specified Persons.
No one except the President & Chief Executive Officer, Senior Vice President & Chief Operating Officer, Vice President of Finance & Chief Financial Officer and Vice President of Corporate Communications & Chief Communications Officer (“Authorized Officer” or “Authorized Officers”) shall communicate with Specified Persons on matters concerning the Corporation and each of its subsidiaries and affiliates, separately or collectively, except that the Corporation’s Vice President of Corporate Communications & Chief Communications Officer may respond to calls from Specified Persons by referring the callers to already-public information in the Corporation’s Securities and Exchange Commission (“SEC”) filings, press releases, or website. Other Connected Persons may communicate with Specified Persons only after an Authorized Officer has authorized such Connected Persons to communicate with Specified Persons and has reviewed and authorized the scope and content of such communication for disclosure to such Specified Persons subject to any other condition such Authorized Officer deems necessary to comply with this Policy. If a Connected Person receives a request from someone outside of the Corporation for material nonpublic information, the Connected Person should not respond. Instead, he or she should ask for the person’s name and contact details and inform an Authorized Officer.
Disclosure of Material Nonpublic Information.
The Corporation’s policy is to disclose material information about the Corporation publicly and not selectively. The Corporation prohibits the intentional disclosure of material, nonpublic information to Specified Persons unless that information is at the same time or previously disclosed to the public. If a Connected Person unintentionally discloses material nonpublic information to Specified Persons, the Corporation shall promptly (within 24 hours) make public disclosure of such information through a press release. If there is an intervening weekend or holiday, the disclosure shall be before the opening of the securities exchange on which the Corporation’s securities are listed or quoted for trading on the next trading day.
Press Releases and Quarterly Earnings Releases.
The Corporation shall generally announce material information through a press release, in addition to the required SEC filings the Corporation makes from time to time. In the case of regular period-end announcements of financial results, known as earnings releases, the Corporation’s policy is to:
Corrections and Updates.
If a material public statement is found to be incorrect when made, the Corporation shall endeavor to correct it immediately through appropriate public disclosure. If publicly announced forward-looking guidance becomes materially incorrect through passage of time or changes in circumstances, the Authorized Officers shall consider whether or not to “pre-release” this information in advance of the next quarterly earnings release or conference call based on the facts and circumstances and the Corporation’s practices at that time. The Authorized Officers shall consider whether or not to make public disclosure of updated information during a quarter if known trends or uncertainties during the quarter indicate positive or negative results which differ from previously provided guidance.
Communications with Analysts.
The Corporation shall not review or comment on analyst reports or models except that an Authorized Officer may, in his or her judgment, review analyst notes or questions as to matters of historical accuracy, which can be verified by reference to already-public information, such as the Corporation’s SEC filings, press releases or information posted on the Corporation’s website. Private communications with Specified Persons shall not be used to confirm or correct analysts’ estimates, or otherwise provide material information, unless this material information has already been recently disclosed to the public in accordance with this Policy.
Regulation G Requirements Relating to Non-GAAP (“Pro Forma”) Financial Information.
If the Authorized Officers make any oral or written disclosures to the public concerning “non-GAAP financial measures” (e.g., “pro forma” earnings results, EBITDA, or similar figures), the Corporation must comply with SEC Regulation G. In general, any written disclosure of non-GAAP financial measures must include a presentation of the most directly comparable GAAP figures and provide a quantitative reconciliation between the non-GAAP and GAAP figures. This information must not misstate or omit important facts, and should give equal prominence to the GAAP and non-GAAP figures and otherwise fairly present both sets of figures.
Types of Communications.
Below are some examples of communications covered by this Policy. This is not an exclusive list.
Material Nonpublic Information.
Information is material if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision. Information is nonpublic if it has not been disclosed to the public as described below.
Nonexclusive examples of information to be considered material under this Policy include:
Public disclosure may be made by:
Public Access to Analyst Conference Calls.
When the Corporation conducts quarterly analyst conference calls, the public shall be allowed to listen to the calls through phone dial-in or webcast systems. The Corporation may, from time to time, hold additional open analyst conference calls if the public is similarly allowed to listen in.
Announcements of Conference Calls Through Advance Press Release.
A reasonable time before a scheduled analyst conference call, the Corporation shall issue a press release which provides the date and time of the scheduled call and the specific information needed for a member of the public to dial in or access the call over the Internet.
Unscheduled Calls from Specified Persons.
No Connected Persons, other than the Authorized Officers, shall take impromptu or unscheduled phone calls from Specified Persons. All such calls shall be referred to the Authorized Officers. The Authorized Officers shall provide no information to such callers other than information that is already publicly available.
Records and Scripts of Material Communications.
All communications with Specified Persons, except for specified routine communications otherwise described in this Policy, shall be scheduled ahead of time and a record of each such communication shall be maintained. This includes analyst conference calls, phone calls, meetings, investor or investment banking firm conferences, breakout sessions, and other similar communications. To the extent practicable, all such communications shall be based on scripts or outlines prepared in advance for both the main presentation and anticipated ranges of questions. The appropriate “forward-looking statement” disclaimer shall be given at the beginning of each such communication and, if appropriate, prior to specific portions of the communication involving guidance. A copy of the scripts shall be retained for a period of at least one year by the Vice President of Corporate Communications & Chief Communications Officer.
Authorized Officers to Keep Current on the Corporation’s Information.
All Authorized Officers are responsible for keeping current on what has and has not been publicly disclosed by the Corporation. This means, at a minimum, reviewing all SEC filings and press releases and participating in or later listening to a recording of all public conference calls.
Questions or Concerns.
Connected Persons, including all Authorized Officers, should confer with the Corporation’s Legal Counsel whenever in doubt about whether information is material or other questions under this Policy. Decisions about materiality should, when possible, be made prior to the occasion on which the discussion is to take place to avoid the need to make ad hoc materiality judgments.
Exceptions to this Policy may apply with respect to certain persons who are required by professional responsibility or by contract to keep the Corporation’s information confidential. These include the Corporation’s attorneys, accountants, auditors, investment bankers and persons or entities that are subject to nondisclosure agreements with the Corporation. In addition, communications with investment bankers and underwriters in connection with registered public offerings and communications with parties who have entered into nondisclosure agreements in connection with acquisitions, private placements, or other special transactions are permitted under this Policy. If in doubt, consult with the Corporation’s Legal Counsel on a case-by-case basis to determine the applicability and scope of these exceptions from this Policy.
Adopted as of January 1, 2020