Tuesday, February 13, 2007

Never Mind

Time to give up. It’s clear we'll never see an 8-K telling us how much severance was paid to Glen Laschober, former COO of Omnicare, Inc. (OCR), who left the joint on January 12. To confirm this conclusion, I entered a mind-reading trance to discover what the folks at Omnicare were thinking, which turned out to be: “Hey, stupid, we didn’t put the severance numbers in an 8-K because the SEC says we don’t have to, stupid.”

One of the things the SEC did in the new compensation disclosure rules was to monkey around with the triggers for filing 8-Ks on compensation matters, resulting in more disclosure in some situations and less in others. Severance falls into the “less disclosure” category, since no 8-K is now needed to report payments made under the terms of a contract that’s already on file. (The numbers do have to show up at some point, though, like in the proxy.)

The SEC has not completely lost its mind. The idea is that if you care about silly things like severance payments, you can exhume the fired executive's contract from a prior filing and figure out how much he must be getting. In other words, the SEC decided we bloggers should work harder just so some lazy-ass corporate employee doesn’t have to log out of eBay long enough to file an 8-K.

Jeez, SEC, I thought we were friends. But I’ll get over it. I’m wondering, though, if you realized your new rules could leave us all in the dark, as in the Omnicare case. Sure, we can find Mr. Laschober’s contract (though we’re not going to try right now because we’re very very busy), but the company has fudged the nature of his departure. So even if we decide to get off our butts and locate the document, we can't calculate the payments because we can't tell which termination clause applies here.

Why don't I just find out by reading the booted executive’s mind, you ask? Did you know those little flags on golf courses are designed to deflect incoming telepathic mind waves? Oh, come on. You really thought they were just marking the holes?