1,027 material Form 8-K filings that 835 companies we cover made with the SEC in February 2025, each read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). All of them were written later, when past filings were added: a selection, not every 8-K of the month (see the note below).
On February 20, 2025, Harmonic's Compensation Committee approved three 2025 bonus plans covering corporate, broadband and video executives, including CEO Nimrod Ben-Natan and CFO Walter Jankovic. Bonuses depend on fiscal 2025 non-GAAP operating profit and bookings targets, and the committee retains discretion to amend or cancel the plans.
Target bonus is 100% of base salary for CEO Nimrod Ben-Natan and 80% for CFO Walter Jankovic
Payouts can reach up to 200% of the target bonus portion tied to each metric if targets are exceeded
Broadband Plan uses non-GAAP operating profit and bookings; Video Plan uses non-GAAP operating profit for fiscal 2025
Bonuses are paid after fiscal year 2025 ends, and participants must remain employed through payment
Vontier's Board approved an amendment to its Executive Incentive Compensation Plan on February 24, 2025, governing performance-based incentive awards for executive officers. The filing describes the plan's performance criteria, eligibility rules for departing participants, and treatment of awards on death, retirement or disability, and lists the full plan as Exhibit 10.1.
Board approved the Amended EIC Plan on February 24, 2025; awards are set by the Compensation & Management Development Committee.
Performance goals can be based on many measures, including earnings per share, free cash flow, operating income and total shareholder return.
Participants who voluntarily leave before an award is paid, or who are terminated for Cause, are not eligible for an award.
The filing does not disclose specific award amounts or the performance targets chosen.
Cal-Maine Foods and Daughters' LLC, a holding company for family members of founder Fred R. Adams, Jr., signed an agreement on February 25, 2025, that allows possible sales of Common Shares and a conversion of Class A Shares that would reduce the family's voting power. If the conversion occurs, the company would no longer be a controlled company under Nasdaq rules, and the company said there is no assurance the conversion will happen. The filing also adopts a Third Amended and Restated Certificate of Incorporation and a 2018 stock agreement terminated on the same date.
Daughters' LLC holds 4,800,000 Class A Shares and 1,087,956 Common Shares, about 53.2% of total voting power before any conversion.
If all Class A Shares convert, Daughters' LLC's voting power would fall to 12.0% while its economic interest stays at 12.0%.
The Restated Charter, effective on or after the 20th calendar day following distribution of the definitive Information Statement, authorizes up to 10,000,000 shares of undesignated preferred stock.
Registration rights for the Members end on the earlier of the 12-month anniversary of the Class A Conversion Date or December 31, 2026.
TransUnion's Board adopted an amendment on February 19, 2025 to its 2015 Employee Stock Purchase Plan that removes the plan's ten-year term. The plan will now end only when the Board terminates it or all shares available under it are issued. The change concerns employee equity compensation and does not involve a financial result or a change in officers.
Board adopted the ESPP Amendment on February 19, 2025.
The amendment removes the plan's ten-year term.
The plan now ends on Board termination or when all available shares are issued.
On February 20, 2025, NCR Atleos's Compensation & Human Resource Committee adopted standard award agreements for granting performance-based and time-based restricted stock units to the executive leadership team under its 2023 Stock Incentive Plan. The filing describes these as compensation arrangements rather than a leadership change, and it does not disclose any grant amounts.
Performance-based RSUs vest based on total stockholder return relative to a peer group over a three-year performance period.
Time-based RSUs vest annually in 33.33% increments, subject to continued employment or service.
Both agreements allow vesting to accelerate in certain circumstances after a change in control or a qualifying termination.
Forms are filed as Exhibits 10.1 and 10.2 to the 8-K.
On February 17, 2025, Newell Brands' Compensation and Human Capital Committee approved the 2025 Long-Term Incentive Plan and set performance criteria for the 2025 executive bonus program. The filing covers how executive pay will be tied to free cash flow, adjusted earnings per share, and segment or corporate goals, which matters to shareholders because it shows the metrics used to reward management.
2025 long-term awards are 50% performance-based and 50% time-based restricted stock units by value
Performance-based units may vest at 0% to 200% based on free cash flow productivity and annual adjusted EPS goals
Target bonus payouts range from 90% to 175% of base salary for the five named executive officers, including 175% for Christopher Peterson
Southwest Airlines amended its October 2024 cooperation agreement with Elliott Investment Management and related Elliott entities, raising the maximum economic exposure they may acquire from 14.9% to 19.9% of common stock. The company also disclosed that Chief Transformation Officer Ryan Green will step down effective April 1, 2025. The filing does not report financial results, and the changes mainly affect ownership limits and executive leadership.
Maximum economic exposure Elliott may acquire rises from 14.9% to 19.9% of outstanding common stock.
Elliott's beneficial ownership restriction of 12.49% is extended until 9:00 a.m. Central Time on the earlier of the day after the 2026 annual meeting record date and April 1, 2026.
Ryan Green, Executive Vice President & Chief Transformation Officer, will step down effective April 1, 2025; he informed the company on February 18, 2025.
At its February 12, 2025 annual meeting, shareholders elected all ten director nominees and ratified Deloitte & Touche LLP as the independent auditor for fiscal 2025. The filing also discloses fiscal 2024 cash bonuses approved February 11, 2025, which were left out of the proxy statement because the amounts had not yet been set.
Christopher T. Metz received 13,980,186 votes for and 5,321,592 withheld, the weakest support among the ten nominees.
Deloitte & Touche LLP was ratified with 19,566,205 votes for and 268,191 against.
Non-equity incentive pay for fiscal 2024 includes $920,000 for Mary Beth Springer and $341,000 for John Hanson; the Board withdrew Proposal Three on an officer exculpation amendment.
Balchem's Compensation Committee approved an Executive Severance Policy for executive officers on February 12, 2025, setting cash severance and benefits when officers are terminated without Cause, with enhanced terms within a Change in Control Period. The committee also approved matching officer deferred compensation contributions up to 6% of base salary, consistent with the 401(k) match.
Policy adopted February 12, 2025; eligibility requires at least one year of employment before termination without Cause outside a Change in Control Period
Within a Change in Control Period, involuntary termination triggers cash severance and full acceleration of time-based equity awards, with performance awards deemed achieved at target
Deferred Comp Plan contributions by executive officers matched in full up to 6% of base salary
Cinemark's Compensation Committee approved an amended and restated Short-Term Incentive Plan (STIP) on February 11, 2025, setting the terms for annual cash bonuses for certain executive officers and other key employees. The plan ties bonuses to company performance goals and allows individual adjustments, which affects how incentive pay is set for the company's leadership.
Compensation Committee approved the amended STIP on February 11, 2025
Bonuses are paid if the company meets performance goals set by the committee
Individual bonuses may be cut by up to 50% or raised by up to 15%, capped at 200% of target
Participants must generally stay employed through the last day of the plan year
Ice Mountain LLC, a selling stockholder tied to the Katz family of former Elkay, sold 7.75 million Zurn Elkay common shares at $35.00 per share in an underwritten offering that closed February 13, 2025. Zurn Elkay did not sell any shares and received no sale proceeds, but it repurchased 1,636,905 shares from the underwriters for approximately $55 million.
Offering size: 7,750,000 shares priced at $35.00 per share; underwriters also had an option for 1,162,500 more shares, which was exercised February 12, 2025
Zurn Elkay repurchased 1,636,905 shares from the underwriters, approximately $55 million, at the price the underwriters paid the selling stockholder
The company received no proceeds from the sale of shares by Ice Mountain LLC
Ice Mountain LLC's remaining shares are subject to a lock-up agreement that expires October 31, 2026
WaFd shareholders approved the 2025 Stock Incentive Plan at the February 11, 2025 Annual Meeting, replacing the 2020 Incentive Stock Plan, which expired January 22, 2025. The plan reserves 3,250,000 shares of common stock for stock options, restricted stock, restricted stock units, performance awards and other stock-based awards, and it will expire February 11, 2030. Shareholders also elected five directors, approved a non-binding advisory vote on executive compensation, and ratified Deloitte & Touche, LLP as auditor for fiscal 2025.
3,250,000 shares of common stock reserved under the 2025 Plan, subject to adjustment provisions
2025 Plan approval vote: 67,031,380 for, 3,540,529 against, 101,363 abstained
Plan replaces the 2020 Incentive Stock Plan, which expired January 22, 2025; the 2025 Plan expires February 11, 2030
Deloitte & Touche, LLP ratified as independent registered public accountants for fiscal 2025 with 74,122,496 votes for
On February 11, 2025, Moody's board committee approved an Executive Officer Cash Severance Policy. It requires stockholder ratification of new executive cash severance arrangements above 2.99 times base salary plus target annual bonus, and of amendments that increase such benefits above that threshold. This gives shareholders a say over certain large executive severance packages.
Policy adopted and effective February 11, 2025 by the Compensation & Human Resources Committee
Threshold: cash severance above 2.99 times base salary plus target annual bonus requires stockholder ratification
Amendments that increase existing cash severance above the same threshold also require ratification
Pegasystems' Compensation Committee approved the 2025 Section 16 Officer incentive compensation plan on February 4, 2025, covering the period January 1 to December 31, 2025. Bonuses depend on financial goals (75% weight) and strategic goals (25% weight), with no funding if goal attainment falls below 70%. The plan lets executives take half of their target bonus as restricted stock units priced at a 15% discount, which ties executive pay to share price and future vesting.
Plan approved February 4, 2025 for the January 1 to December 31, 2025 incentive period
Corporate goals weighted 75% financial and 25% strategic; no funding if achievement is below 70%
Executives may elect to receive 50% of target bonus in RSUs, calculated at 85% of fair market value on the grant date
RSUs vest 100% on or about the 2026 payout date, subject to threshold funding and continued employment
Stifel Financial's Compensation Committee approved on February 4, 2025 a 2025 restatement of its Wealth Accumulation Plan, which modifies certain provisions and fully restates prior plan documents. The committee also approved a Restricted Stock Unit Award Agreement and a Deferred Award Agreement under the company's 2001 Incentive Stock Plan (2018 Restatement). The filing is a routine compensation-related disclosure and does not report financial results or a change in leadership.
Compensation Committee approved the Wealth Accumulation Plan 2025 Restatement on February 4, 2025
Plan modifies certain provisions and completely restates previously filed plan documents
Also approved a Performance RSU Award Agreement and a Deferred Award Agreement under the 2001 Incentive Stock Plan (2018 Restatement)
Filing dated February 7, 2025, signed by CFO James M. Marischen
At its February 6, 2025 annual meeting, PriceSmart stockholders re-elected all 11 board nominees, approved an advisory say-on-pay vote, approved a 750,000-share increase to the equity incentive plan, and ratified Ernst & Young as auditor. The board also declared an annual cash dividend of $1.26 per share, payable in two installments, and said future dividends remain subject to its discretion.
Annual meeting held February 6, 2025; all 11 director nominees re-elected
Equity incentive plan amended to add 750,000 shares available for awards; 26,175,038 votes for versus 2,077,916 against
Annual dividend of $1.26 per share: $0.63 payable February 28, 2025 (record date February 18, 2025) and $0.63 payable August 29, 2025 (record date August 15, 2025)
Buckle's Compensation Committee approved a fiscal 2025 executive compensation program, consistent with fiscal 2024, covering base salaries, incentive cash bonuses, benefits and restricted stock. The filing also details new performance-based and time-based stock grants made February 2, 2025, and a 2025 Management Incentive Plan tied to pre-bonus net income.
CEO Dennis H. Nelson base salary for fiscal 2025 is $1,300,000; CFO Thomas B. Heacock is $635,000
Nelson received 120,000 non-vested shares on February 2, 2025, of which 110,000 are performance based
Bonus pool equals 2.5% of fiscal 2025 pre-bonus net income as a base amount, plus a share of income above target
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Briefs marked “Written later” were written in November 2026 for filings that were by then more than three weeks old, so months before mid-October 2026 hold a selection: every material 8-K of the past year for the 100 largest companies we cover and the last 15 important 8-Ks of every other one. Briefs the number check holds back are not shown or counted. Also: the last 45 days, briefs by company, A–Z and the live SEC filings wire.