Question: May a Commission filing contain graphics (such as .gif or .jpeg image files) that include information that is not text-searchable?

Answer: Rule 304(e) of Regulation S-T specifies that “filers may not present in a graphic or image file information such as text or tables that users must be able to search and/or download into spreadsheet form (e.g., financial statements); filers must present such material as text in an ASCII document or as text or an HTML table in an HTML document.” In our view, “information such as text or tables that users must be able to search and/or download” consists of all information that the filer is required to include in the particular filing, such as disclosures in response to applicable form and Regulation S-K items and any additional information required to be included under Securities Act Rule 408 or Exchange Act Rule 12b-20.

We recognize that registrants may present information in Commission filings in formats such as bar graphs or other graphics that are not text-searchable but that they believe may be more useful to readers than tables or paragraphs that present the same information in searchable form. We welcome the use of graphic and image files to make information more accessible for users, provided that the filing complies with applicable EDGAR size and formatting requirements and the filer’s use of graphics does not interfere with a user’s ability to search required information. Therefore, with regard to required disclosures, a filer may present required information using graphics that are not text-searchable and still comply with Rule 304(e) if the filer also presents the same information as searchable text or in a searchable table within the filing. The searchable information could be included, for example, together with the related graphic in the filing or in an appendix to the filing. Any additional information that the filer chooses to include in the filing and that is not required to be disclosed may be presented graphically without a separate text-searchable presentation. This interpretation also applies to material electronically furnished or submitted to the Commission through EDGAR. [January 23, 2015]