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Executive and director changes: 8-K Item 5.02

What a company files when its CEO, CFO or a director arrives or leaves, part by part, with General Dynamics' 2026 CEO succession filing.

The short answer

Item 5.02 of Form 8-K is where a public company reports changes at the top: a director or senior officer leaving, a new chief executive or chief financial officer, a director joining the board, or a new pay arrangement for top executives. The 8-K is due within four business days of the event.

What each part covers

The Form 8-K instructions split Item 5.02 into parts. The ones that come up most:

Part	Event
5.02(a)	A director resigns or declines to stand for re-election because of a disagreement with the company, or is removed for cause. The director gets a copy of the disclosure and can reply in a letter filed with it.
5.02(b)	The chief executive, president, chief financial officer, principal accounting or operating officer, or a named executive officer retires, resigns or is terminated; or a director leaves for other reasons.
5.02(c)	A new principal executive, financial, accounting or operating officer, or president, is appointed: name, age, background and pay terms.
5.02(d)	A new director is elected outside the annual meeting, with committee seats and any arrangement behind the appointment.
5.02(e)	A material new or changed pay plan, contract or arrangement for the top officers, such as a severance or retention agreement.

Part (a) is the rare one. Most departures are filed under (b), which doesn't require a reason.

An example: General Dynamics

On Oct 7, 2026, General Dynamics filed an 8-K under Item 5.02 saying its board had elected Danny Deep as chief executive officer, effective Jan 1, 2027, and that Phebe N. Novakovic, chairman and chief executive, would become executive chairman. The filing gives his age and earlier roles at the company, most recently president since December 2025. It was filed the same day as the announcement, well inside the four-business-day window.

How to read one

Effective dates. Successions are often announced months ahead, as here. Two dates matter: when the board decided and when the change takes effect.
The reason, or its absence. Under 5.02(b) a company doesn't have to give one, and phrases like “to pursue other opportunities” are common. A 5.02(a) disagreement filing is different and includes the director's own account if they send one.
Pay terms. Offer letters, sign-on awards and severance often follow under 5.02(e), with the agreements attached as exhibits.
Item 7.01 or 8.01 alongside. The press release is usually attached to the same 8-K.

Common questions

What is Item 5.02 of Form 8-K?

The item for departures and appointments of directors and certain officers, and for material pay arrangements with top executives.

How quickly must a company report a CEO change?

Within four business days of the event, on Form 8-K under Item 5.02. Many companies file the same day they announce it.

Does a company have to say why an executive left?

Not under Item 5.02(b). Only a director's departure over a disagreement with the company, under 5.02(a), requires a description of the circumstances.

Which officers does Item 5.02 cover?

The principal executive, financial, accounting and operating officers, the president, the named executive officers in the proxy, and directors.

Where are executive pay agreements filed?

As exhibits to the 8-K under Item 5.02(e), and later summarized in the proxy statement.

Disclosures

Editor holdings: The editor holds no position in any company named on this page. As of Nov 11, 2026.
Compensation: Nobody paid for this page. No affiliate links on this page.
Sources: Each company's own SEC filings, linked next to each number.
Last updated: Nov 10, 2026

General education, the same for every reader. Not a recommendation to buy, sell or hold any security, and it doesn't consider your situation.

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