Purpose. The Board of Directors of Doofus Corporation, a Delaware corporation (the “Corporation”), has adopted this Regulation Fair Disclosure Corporate Communications Policy (this “Policy”) to ensure compliance with Regulation Fair Disclosure (“Regulation FD”) as promulgated by the U.S. Securities and Exchange Commission (“SEC”). This Policy applies to all directors, officers, employees, and agents of the Corporation (each, a “Connected Person” and collectively, “Connected Persons”) and governs interactions with investment advisers, investors, money managers, mutual funds, securities analysts, securities brokers, and shareholders (“Specified Persons”).
Regulation FD prohibits the selective disclosure of material nonpublic information to Specified Persons without simultaneous public disclosure. This Policy aims to promote fair disclosure practices and to prevent any advantage being conferred to select market participants.
Authorized Spokespersons. The following officers are designated as authorized spokespersons (each, an “Authorized Officer” and collectively, “Authorized Officers”) for the Corporation:
These Authorized Officers are the only individuals permitted to engage with Specified Persons regarding material matters about the Corporation. Any other Connected Person may communicate with Specified Persons only with prior authorization from an Authorized Officer, and such communication must be pre-approved and reviewed for compliance with this Policy. Unauthorized Connected Persons must refer all inquiries to an Authorized Officer.
Disclosure of Material Nonpublic Information. The Corporation shall not selectively disclose material, nonpublic information to Specified Persons. Any such information must be made publicly available at the same time, typically through SEC filings or widely disseminated press releases. In the event of an inadvertent disclosure of material nonpublic information, the Corporation shall promptly issue a public disclosure within 24 hours or prior to the opening of the applicable securities exchange on the next trading day.
Press Releases and Quarterly Earnings Releases. Material information will be disclosed through press releases and required SEC filings. The Corporation shall adhere to the following practices for quarterly earnings releases:
Corrections and Updates. If a public statement is determined to be materially incorrect, the Corporation shall promptly issue a correction through public disclosure. Additionally, if forward-looking guidance becomes outdated or inaccurate, the Authorized Officers shall evaluate whether an interim update should be released.
Communications with Analysts. The Corporation shall not provide selective guidance to analysts, nor confirm or deny earnings estimates. Authorized Officers may clarify matters of historical accuracy based on publicly available information but may not selectively disclose any material nonpublic information.
Regulation G Compliance (Non-GAAP Financial Measures). In disclosing non-GAAP financial measures, such as EBITDA, the Corporation shall comply with SEC Regulation G. All written disclosures must include the most comparable GAAP measures, along with a reconciliation between the non-GAAP and GAAP figures. The presentation must fairly represent both sets of figures and include an explanation of why the non-GAAP measure is relevant.
Oral disclosures of non-GAAP measures must either include the reconciliation or refer to a publicly available reconciliation posted on the Corporation's website.
Examples of Covered Communications. This Policy applies to various forms of communications, including but not limited to:
Material Nonpublic Information. Material information is any information that a reasonable investor would consider important when making an investment decision. Nonpublic information is that which has not been widely disseminated through public channels.
Examples of material nonpublic information include:
Public Disclosures. Public disclosures may be made by:
Records and Scripts of Communications. Authorized Officers must maintain records of all communications with Specified Persons, including conference calls, analyst meetings, and other interactions. Communications should be based on pre-approved scripts, and any forward-looking statements must include appropriate disclaimers.
Compliance and Questions. All Connected Persons should seek guidance from the Corporation’s Legal Counsel in cases of uncertainty about the materiality of information or compliance with this Policy. The Corporation’s Legal Counsel shall periodically review and update this Policy to ensure compliance with Regulation FD.
Exceptions. Exceptions to this Policy may apply to persons who are required by professional duty or contract to maintain confidentiality, such as attorneys, auditors, and investment bankers. Communications made in the course of registered public offerings, private placements, or acquisitions may also be exempt. Any potential exceptions should be discussed with Legal Counsel.
Adopted as of September 4, 2024