Item 11. Executive Compensation Disclosure on Form 10-KT for Transition Period Resulting from Fiscal Year Change (Bad Sample Form 10-KT likely prepared by Skadden)

Section 217.05 of the SEC's Compliance and Disclosure Interpretations for Regulation S-K provides guidance regarding executive compensation disclosure for registrants that changed their fiscal years as follows:

"217.05 If a company changes its fiscal year, report compensation for the "stub period," and do not annualize or restate compensation. In addition, report compensation for the last three full fiscal years, in accordance with Item 402 of Regulation S-K. For example, in late 1997 a company changed its fiscal year end from June 30 to December 31. In the Summary Compensation Table, provide disclosure for each of the following four periods: July 1, 1997 to December 31, 1997; July 1, 1996 to June 30, 1997; July 1, 1995 to June 30, 1996; and July 1, 1994 to June 30, 1995. Continue providing such disclosure for four periods (three full fiscal years and the stub period) until there is disclosure for three full fiscal years after the stub period (December 31, 2000 in the example). If the company was not a reporting company and was to do an IPO in February 1998, it would furnish disclosure for both of the following periods in the Summary Compensation Table: July 1, 1997 to December 31, 1997; and July 1, 1996 to June 30, 1997. [Jan. 24, 2007]"

Although Financial Reporting Manual and Rule 3-06 of Regulation S-X provide that transition period of nine or more months will be considered a full year for the purpose of disclosing financial statements for such transition period, if you call the Office of Chief Legal Counsel at CorpFin, the SEC staff will exhort you to strictly abide by Section 217.05 of the CD & I. So, a non-smaller reporting company should provide executive compensation disclosure covering the transition period and the last three full fiscal years. Even conservatively interpreting Section 217.05 of the CD & I, a smaller reporting company would have to provide executive compensation disclosure covering the transition period and the last two full fiscal years.

Here is an excerpt from a transition report on Form 10-KT for a transition period from April 1, 2013 to December 31, 2013 filed by Anchor BanCorp Wisconsin Inc. (ABCW) that failed to follow such guidance. 

(https://www.sec.gov/Archives/edgar/data/885322/000119312514108133/d663194d10kt.htm#tx663194_30)

SUMMARY COMPENSATION TABLE(1)

Name and Principal Position		Year				Salary ($)				Stock Awards ($)(2)				All Other Compensation ($)(3)				Total ($)
Chris M. Bauer			Dec-13			$	500,000			$	—			$	13,542			$	513,542
President and Chief Executive Officer of the Company and the Bank			Mar-13			$	615,000			$	—			$	17,384			$	632,384
Thomas G. Dolan			Dec-13			$	303,500			$	—			$	509			$	304,009
Executive Vice President, Chief Financial Officer of the Company and the Bank			Mar-13			$	358,750			$	—			$	454			$	359,204
Mark D. Timmerman			Dec-13			$	180,000			$	—			$	5,692			$	185,692
Executive Vice President, Secretary, General Counsel of the Company and the Bank			Mar-13			$	267,500			$	51,793			$	2,440			$	321,733
Martha M. Hayes			Dec-13			$	313,500			$	—			$	5,080			$	318,580
Executive Vice President—Chief Risk Officer of the Bank			Mar-13			$	400,500			$	—			$	3,743			$	404,243
Scott M. McBrair			Dec-13			$	303,500			$	—			$	5,360			$	308,860
Executive Vice President—Retail Banking of the Bank			Mar-13			$	358,750			$	—			$	3,231			$	361,981

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Table of Contents

(1)	On December 18, 2013, the Board approved a change in the Company’s fiscal year end from March 31 to December 31. Compensation and benefit totals herein reflect nine months ended December 31, 2013 and twelve months ended March 31, 2013.

(2)

Reflects the dollar amounts recognized for financial statement reporting purposes in accordance with FASB ASC Topic 718, of restricted stock awarded under our 2004 Equity Incentive Plan and thus may include amounts from awards granted in and prior to 2007. The assumptions used in the calculation of these amounts are included in the notes to the audited consolidated financial statements included elsewhere in this transition report. Market value of shares vesting during the fiscal year ended March 31, 2013 was $6,715 for Mr. Timmerman.

(3)

The amounts listed as “All Other Compensation” in the “Summary Compensation Table” above include Company contributions to the AnchorBank 401(k) Plan, dividends paid on restricted stock, directors fees received from the Company and/or the Bank, Company contributions to non-qualified deferred compensation plans, life insurance premiums paid by the Company and the imputed personal use of Company-owned vehicles, if applicable, which are listed in the table below:

		Year				Company Matching Contribution to 401(k) Plan				Life Insurance Premiums				Imputed Personal Use of Company- Owned Vehicles				Total
Chris M. Bauer			Dec-13			$	3,128			$	674			$	9,740			$	13,542
			Mar-13			$	4,522			$	861			$	12,001			$	17,384
Thomas G. Dolan			Dec-13			$	—			$	509			$	—			$	509
			Mar-13			$	—			$	454			$	—			$	587
Mark D. Timmerman			Dec-13			$	5,356			$	336			$	—			$	5,692
			Mar-13			$	1,844			$	596			$	—			$	2,440
Martha M. Hayes			Dec-13			$	4,622			$	458			$	—			$	5,080
			Mar-13			$	3,028			$	715			$	—			$	3,743
Scott M. McBrair			Dec-13			$	4,959			$	401			$	—			$	5,360
			Mar-13			$	2,691			$	540			$	—			$	3,231

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