# 8-K item 5.02

> The 8-K item for directors and senior officers leaving or joining, and for changes to executive pay.

Updated Oct 17, 2026.

Item 5.02 of Form 8-K covers changes at the top of a company: "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers".

## What triggers it

- A director resigns, retires, is removed or declines to stand again. If a director leaves over a disagreement with the company, the 8-K must describe it, and the director can respond in writing.
- The chief executive, president, chief financial officer, principal accounting officer or chief operating officer leaves or is appointed, or another named executive officer leaves. An appointment comes with the person's background, their pay arrangements, and any transactions between them and the company.
- The board appoints a new director between shareholder meetings.
- A named executive officer's pay arrangements are adopted or materially changed.

## What to read

The wording of a departure is chosen carefully. A departure "effective immediately", an interim replacement, or a departure close to a reporting deadline can all be worth a second look, though none of them proves anything on its own. Exhibits often include the employment or separation agreement.

## On Listed

Filing lists show 5.02 in plain words, and members can set alerts for 8-Ks with this item.

## Related terms

- [8-K](/glossary/8-k.md)
- [DEF 14A](/glossary/def-14a.md)
- [Insider](/glossary/insider.md)

## Guides that use it

- [Reading an 8-K](/guides/reading-an-8-k.md)

All terms: [/glossary.md](/glossary.md)