Intel, Coca-Cola, Estée Lauder Each Filed 6 Officer-Departure 8-Ks in 2024

The problem: Every quarter, a financial reporter writes the "CEO X departs amid struggles" story off a single 8-K filing, frames it as a distress signal, and moves on. That framing falls apart at scale. When you pull every Item 5.02 (Departure of Directors or Principal Officers) 8-K across the 32 most-watched US large-caps for an entire calendar year, the picture isn't executives are fleeing. It's that three companies tied at 6 filings each, half the cohort filed two or fewer, two of the largest US banks filed zero, and the SEC's hard-distress item codes — auditor changes, restatements, bankruptcies — barely register at all in foundational large-caps. This is what the 2024 Item 5.02 leaderboard actually looks like.

This post is a documentary audit of SEC 8-K Item 5.02 filings for calendar year 2024 across 32 large-cap US public companies (Dow 30 plus 10 named distressed-but-listed names). Every count links back to the SEC EDGAR filing index. The leaderboard is real, the methodology trap is disclosed up front, and the framing journalists usually slap on top is almost always wrong.

What is SEC 8-K Item 5.02? A required disclosure under SEC Form 8-K, filed within four business days, covering the Departure of Directors or Principal Officers, Election of Directors, Appointment of Principal Officers, or Compensatory Arrangements of Certain Officers. Every CEO transition, board chair retirement, CFO hire, or director resignation at a US public company appears here. Item 5.02 captures both forced exits and routine retirements — the item code itself does not distinguish.

Why it matters: Item 5.02 is the only legally-mandated, real-time public record of officer and director changes at US public companies, indexed by the SEC's EDGAR system. Aggregating Item 5.02 filings by year and company is the cleanest available read on which boards have been most active.

Use it when: You're building a leaderboard of executive-turnover volume, tracking governance volatility at a specific ticker, surfacing PR-coordinated CEO transitions (Item 5.02 paired with Item 7.01 Reg FD), or comparing the frequency of governance disclosure across a peer cohort.

Key findings

• Intel Corp, Coca-Cola Co, and Estée Lauder Companies each filed 6 Item 5.02 8-Ks in 2024 — tied for most in the cohort. Their 18 combined filings represent 26.5% of the 68-event total.
• Boeing filed 4 Item 5.02 notices including the March 25 Dave Calhoun CEO transition and a complete board reshuffle. 3 of 4 carried Item 7.01 (Reg FD) — the highest PR-coordination ratio in the cohort.
• Intel's December 3-5 doubleheader marked CEO Pat Gelsinger's forced departure and the successor announcement, both paired with Item 7.01 + 9.01 — the year's most-covered Intel governance event.
• Goldman Sachs and JPMorgan Chase each filed 0 Item 5.02 notices — the only two firms in the cohort with secRisk.score = 0 and watchStatus = monitor.
• The hard-distress item codes are essentially absent: 0 auditor changes (Item 4.01), 0 restatements (Item 4.02), 0 bankruptcies (Item 1.03), 1 asset impairment (Walt Disney, Item 2.06), 0 late-filing notifications.
• The actor's URGENT watchStatus flagged 30 of 32 companies including Apple, Walmart, P&G, IBM — because the score is volume-driven, not severity-driven. This is the methodology trap, disclosed in detail below.
• Total: 68 Item 5.02 filings across 32 companies. Average 2.1 per company. Median 2.

In this article: Top of the leaderboard · Story A: Intel December cluster · Story B: Boeing reshuffle · Story C: Estée Lauder cluster · Story D: Hard distress absent · Story E: Goldman & JPM clean · Story F: Methodology trap · Methodology · What the data does NOT support · Press lift-out

The 2024 Executive Departure leaderboard — 32 companies

This is the full ranked cohort: Dow 30 plus 10 named distressed-but-listed companies, sorted by Item 5.02 (officer-departure) volume descending. Companies tied on volume are sub-sorted by SEC-risk score. The "watch status" and "material events total" columns are the actor's own outputs, not separate annotations.

Combined total: 68 Item 5.02 filings across 32 companies. Average: 2.1 per company. Median: 2. Underlying source: SEC EDGAR 8-K filings for calendar year 2024, queried via the sec-edgar-filing-analyzer Apify actor in mode: distress-monitor on 9 May 2026.

The shape of the leaderboard is more interesting than the top of it. Three companies tied at 6, then a sharp step down to four at 4, then the long flat tail of 1- and 2-filing companies that make up half the cohort, then a hard floor of 0 at the bottom. The companies the financial press most associates with 2024 governance turbulence (Intel, Boeing, Estée Lauder) sit where you'd expect — but so do Coca-Cola, McDonald's, and Verizon, which are not typically read as governance-shakeup stories. The volume signal and the severity signal are not the same thing. The next six sub-stories untangle that.

Story A — The Intel December cluster: Pat Gelsinger's forced exit

Intel filed 6 Item 5.02 notices in 2024, the equal-most of any cohort company. The cluster shape:

The December 3-5 doubleheader is the year's most-covered Intel governance event. Gelsinger's retirement announcement was widely described in the financial press as a forced exit by the board following an extended period of poor stock performance and missed semiconductor-fab targets. The combined 5.02 + 7.01 + 9.01 item-code triplet — Item 5.02 for the officer departure, Item 7.01 for the Regulation FD public-disclosure pairing, Item 9.01 for the press-release exhibit — is the SEC's signature for PR-coordinated material announcement. Plain Item 5.02 filings without 7.01 pairing are typically routine board rotations. Intel filed the 7.01 triplet twice in 48 hours; that's the cluster's whole story.

This row also shows up in the SEC insider sales 2024 leaderboard as the methodology sibling to this audit — both are SEC EDGAR named-entity audits run via ApifyForge actors against the same EDGAR endpoints.

Story B — Boeing's March-November 2024 board reshuffle

Boeing filed 4 Item 5.02 notices in 2024:

3 of 4 Boeing filings carry Item 7.01 (Regulation FD public disclosure) — the highest PR-coordination ratio in the cohort. The March 25 announcement followed extended public scrutiny of the 737 MAX safety record and the January 2024 Alaska Airlines door-plug incident. Boeing's filings cluster at the top of the cohort by SEC-risk score (51) and represent the most journalist-recognisable governance shakeup of the year.

The Boeing row is the strongest case in the cohort for treating the Item 5.02 count as a substantive signal: every one of those four filings ties to a publicly-named, separately-newsworthy event. That is not true for every row in the leaderboard — see the Coca-Cola contrast in Story F.

Story C — The Estée Lauder Q3-Q4 cluster

Estée Lauder filed 6 Item 5.02 notices in 2024, with 4 concentrated in July-November:

The cluster aligns with Estée Lauder's publicly-disclosed China-market restructuring announced in autumn 2024. None of the six filings individually carries Item 7.01 (Reg FD), suggesting fewer were classified by the company as material-public-disclosure events than Boeing's. But the temporal density (6 filings in 5 months) is the highest in the cohort — more than one filing per month sustained across the back half of the year. Where Boeing's signal is each event is independently newsworthy, Estée Lauder's signal is the rate of board change is anomalous against its own historical baseline. Both are real signals; they answer different questions.

Story D — The hard-distress signals are absent from large-caps

The original brief for this audit was a multi-flag distress signal sweep — auditor changes, restatements, bankruptcies, impairments, officer departures all rolled into a composite. Across the 32-company cohort, here's what 2024 actually produced:

The hard distress signals the SEC's 8-K item-code framework was specifically designed to surface — auditor changes, restatements, bankruptcies, late filings — are essentially structurally absent from the Dow 30 + named-distressed-but-listed cohort. This is the signal-by-its-absence finding: foundational US large-caps do not produce these events at meaningful frequency in a typical year. The signals exist in mid-cap and small-cap populations, where this audit's cohort would need to extend to surface them.

The Walt Disney asset-impairment (Item 2.06) is the lone exception — a single material write-down disclosed in the 2024 filing window. The signal-to-noise picture: across 32 large-caps, the 8-K's material-event apparatus generated 1 hard-distress event and 68 governance-volume events. The audit's pivot away from a distress framing toward an executive turnover framing is forced by the data, not a stylistic choice.

Story E — Goldman Sachs and JPMorgan Chase: the clean exceptions

Both Goldman Sachs and JPMorgan Chase registered:

• 0 Item 5.02 filings in 2024
• 0 material events across the 8-K item-code framework
• secRisk score of 0
• watchStatus = monitor (the cohort's lowest band)

The two largest US investment banks delivered a complete year without an SEC-flagged officer departure or material event in the audit's coverage window. This is the cleanest single-firm pattern in the cohort and stands as the natural benchmark for no SEC-flagged events against which the year's high-volume names compare.

The right way to read this is not as a quality verdict — board governance at large investment banks is heavily insulated from the kind of single-event disclosure that Item 5.02 captures, and zero filings doesn't mean zero board changes (many routine retirements at financial firms get bundled into proxy disclosures rather than 8-K Item 5.02 standalone filings). The right way to read it is as a calibration anchor: when 30 of 32 companies trip an URGENT label and these two don't, the URGENT label cannot be a distress signal — it has to be a volume signal. Which brings us to the methodology trap.

Story F — The "audit looks like distress" methodology trap

The actor's secRisk.score flags 30 of 32 companies as URGENT or attention-required — including Apple, Walmart, Procter & Gamble, IBM, Salesforce, Hershey, Amgen. Reader, those companies are not in financial distress. They're large, profitable, structurally healthy public companies that filed one or two Item 5.02 notices each in 2024 because they have active boards that occasionally rotate.

The score is dominated by Item 5.02 (officer-departure) and Item 5.07 (shareholder-vote) volume. Healthy companies with active boards trigger URGENT under this model. Forced exits and routine retirements get the same item code; the actor's score weights both equally.

Two consequences for any journalist or analyst quoting this dataset:

1. The volume signal and the severity signal are different signals. Coca-Cola's 6 Item 5.02 filings are routine board cadence spread across multiple directors over twelve months — qualitatively different from Intel's 6, where the December doubleheader is one publicly-named forced CEO exit + successor announcement. The leaderboard count alone does not distinguish.
2. Item 5.02 + Item 7.01 + Item 9.01 together is the cleaner material-event signal. Pure 5.02 filings without Reg FD (Item 7.01) pairing are typically routine board rotations the company is not flagging as material public disclosures. The PR-coordination ratio (7.01 paired / total 5.02) is the better proxy for severe governance event: Boeing 75%, Intel 50%, Estée Lauder 0%, the long tail mostly 0%.

Coverage that uses this dataset should distinguish governance-volatility (what the data measures cleanly) from financial-distress (what it does not measure for this cohort). The headline finding Intel/Coca-Cola/Estée Lauder each filed 6 Item 5.02 8-Ks is true and citable. The framing they are all in distress is false and would not survive a fact-check.

Methodology

• Tool: ApifyForge's sec-edgar-filing-analyzer Apify actor in mode: "distress-monitor". The mode auto-enables 8-K item-code materiality classification (level low/medium/high/critical, plus per-event category and reason), batch insights, cohort insights, and event-chain detection (e.g., temporally clustered officer departures triggering a governance-shakeup event-chain bonus to the per-company score). The item-code materiality classification is the actor's distinguishing capability — no other Apify actor produces this output.
• Underlying data source: SEC EDGAR — public, free, authoritative. The actor wraps the EDGAR submission and full-text-search endpoints; no scraping of paid databases.
• Cohort: Dow 30 ticker pack (30 companies) + 10 explicit names (Walgreens, Kohl's, Macy's, VF Corporation, Estée Lauder, Lumen, B. Riley, Spirit AeroSystems, 3M, Hershey). 32 distinct companies returned successful records; 8 names did not resolve to canonical SEC EDGAR entities (delisted tickers + name-disambiguation issues — see caveats).
• Date range: 2024-01-01 to 2024-12-31 (calendar year), based on the 8-K filing date.
• Filing scope: all 8-K filings + supplementary types per distress-monitor mode preset.
• Item codes parsed: 5.02 (officer departure), 5.07 (shareholder vote), 7.01 (Regulation FD public disclosure), 9.01 (financial statements / exhibits — typically the press-release exhibit attachment), 4.01 (auditor change), 4.02 (restatement), 1.03 (bankruptcy), 2.06 (asset impairment), plus NT 10-K/NT 10-Q late-filing notifications.
• SEC-risk score: the actor's per-company composite of category-weighted material-event counts plus event-chain detection. Score range 0-100; band thresholds: monitor (<10), attention-required (10-20), elevated (20-40), high (40-60), critical (60+).
• Reproduction: every count is re-fetchable via the actor with the same dow30 ticker pack + named-distressed list + date range. Anyone with an Apify account can re-run the audit.

What the data does NOT support

This is the section journalists should read before quoting any number from this post in a news lead. The audit measures one thing — Item 5.02 filing volume across a specific large-cap cohort — and it is honest only when those scope limits are stated.

• Item 5.02 is a volume signal, not a severity signal. A company filing 6 Item 5.02 notices may be reporting 6 forced-exit events or 6 routine retirements. The item code itself does not distinguish. Coverage should pair every count with named-event detail (Intel December = Gelsinger forced exit; Boeing March 25 = Calhoun transition). Where the post can name the specific event, it does. Where the data does not name it (Coca-Cola's 6, Verizon's 4), the count is volume only.
• The URGENT watch status is volume-driven, not severity-driven. The actor's model gives heavy weight to Item 5.02 + 5.07 events. Healthy companies with active boards trigger URGENT under this model. Apple, Walmart, P&G, IBM, Salesforce flagged URGENT despite being structurally healthy. Use the watch status as a directional indicator of governance volume, not a binary distress verdict.
• The Item 5.02 + 7.01 + 9.01 triplet is the cleaner severity proxy. Filings paired with Item 7.01 (Reg FD public disclosure) are typically PR-coordinated material announcements — CEO transitions, board chair changes. Pure 5.02 filings without 7.01 pairing are typically routine board rotations. Coverage that wants to focus on high-impact governance events should prefer the 5.02 + 7.01 + 9.01 combination as a cleaner cohort.
• The cohort is biased toward foundational large-caps. Dow 30 + named-distressed-but-listed names skews the audit toward profitable, well-capitalised companies that simply do not produce auditor changes, restatements, or bankruptcies in a typical year. The 0 hard-distress signals finding is true for this cohort, not for US public companies generally. To capture distress signals that exist in the market, the audit would need to extend to Russell 2000 / NASDAQ small-cap cohorts.
• Coca-Cola's 6 filings reflect routine board rotation. Investigation of the per-event detail shows Coca-Cola's six Item 5.02 filings are spread across multiple directors rather than concentrated in a single forced-exit cluster — its volume-tied score is driven by routine governance churn, not a Calhoun-style or Gelsinger-style event. Coverage should distinguish Intel/Boeing/Estée Lauder (where individual events are independently newsworthy) from Coca-Cola/Cisco/McDonald's (where 3+ filings reflect routine board cadence).
• Eight names from the explicit distressed-but-listed list did not resolve. Walgreens (WBA), Kohl's, Macy's, VF Corp, B. Riley, Spirit AeroSystems either failed canonical SEC EDGAR resolution or were silently dropped during the probe. A future audit including small-cap distress should use CIK numbers explicitly. EXPR (Express Inc, bankrupt 2024) resolved to American Express; BIG (Big Lots, bankrupt 2024) resolved to Big Digital Energy Inc — the audit avoided these by using full company names rather than raw bankrupt-company tickers.

Press lift-out for journalists

A copy-paste-ready version of the headline finding:

"A 2026 ApifyForge audit of SEC 8-K filings by 32 large-cap US public companies (Dow 30 + named-distressed) for calendar year 2024 found 68 Item 5.02 'Departure of Directors or Principal Officers' filings — an average of 2.1 per company. Three companies tied at the top with 6 filings each: Intel Corp (whose December 3-5 cluster marked CEO Pat Gelsinger's forced departure), Coca-Cola Co, and Estée Lauder Companies (whose Q3-Q4 cluster aligned with announced China-market restructuring). Boeing filed 4 Item 5.02 notices, three of which carried the Item 7.01 Regulation FD public-disclosure pairing — the highest PR-coordination ratio in the cohort. The audit found zero Item 4.01 (auditor change), zero Item 4.02 (restatement), zero Item 1.03 (bankruptcy), and one Item 2.06 (asset impairment, Walt Disney) — confirming that the SEC's hard-distress item codes are structurally absent from foundational US large-caps in the audit window."

Source for citation: ApifyForge, "Intel, Coca-Cola, Estée Lauder Each Filed 6 Officer-Departure 8-Ks in 2024," 9 May 2026. Underlying data: SEC EDGAR 8-K full-text search and SEC EDGAR company filing index, queried via the sec-edgar-filing-analyzer actor on 9 May 2026.

Embeddable visuals

Three chart blocks, reproducible from the tables in this post.

Chart 1 — Top of the 2024 Item 5.02 leaderboard, ranked by filing count

Horizontal bar chart, sorted descending. Top three bars (Intel, Coca-Cola, Estée Lauder) cluster at 6 filings each. The next four (Boeing, McDonald's, Verizon, Lumen) cluster at 4. Then Cisco/3M/Disney/UnitedHealth at 3. The long tail of 1- and 2-filing companies fills out the middle. The bottom anchors are Goldman Sachs and JPMorgan Chase at 0. Y-axis: company name. X-axis: 2024 Item 5.02 filing count. Source line: "SEC EDGAR 8-K filings, calendar year 2024."

Chart 2 — The Intel December doubleheader: Gelsinger forced exit

Compact timeline visual. Six dots along a 2024 calendar axis, sized by the count of paired Item 7.01 + 9.01 codes (i.e., PR-coordinated material announcements). Five small dots scattered Jan-August representing routine 5.02 filings. Two large dots tightly paired at December 3 and December 5 — the Gelsinger CEO transition and successor announcement, both 5.02 + 7.01 + 9.01. Headline: "Intel filed 6 Item 5.02 8-Ks in 2024. Two of them, 48 hours apart, ended Pat Gelsinger's tenure as CEO." Source line: "SEC EDGAR Intel Corp 8-K filings, 2024."

Chart 3 — The hard-distress item codes are absent from large-caps

Two-bar horizontal comparison. Left bar (the volume signal): Item 5.02 — Officer departures, 68 filings. Right cluster (the distress signals, all near-zero): Item 4.01 auditor change — 0; Item 4.02 restatement — 0; Item 1.03 bankruptcy — 0; Item 2.06 impairment — 1 (Disney); NT 10-K/10-Q late filings — 0. Visual asymmetry — one tall bar on the left, a wall of zeros on the right — is the chart's whole point. Headline: "In 32 of America's largest public companies in 2024, the SEC's hard-distress item codes barely registered." Source line: "SEC EDGAR 8-K filings across Dow 30 + named-distressed cohort, 2024."

Frequently asked questions

What does SEC 8-K Item 5.02 cover?

Item 5.02 covers the Departure of Directors or Principal Officers, Election of Directors, Appointment of Principal Officers, or Compensatory Arrangements of Certain Officers. It is filed within four business days of the event under SEC Form 8-K rules. The item code captures both forced exits and routine retirements — it does not distinguish between them. Reading any single Item 5.02 filing as evidence of distress, without the named event detail, overstates what the disclosure proves.

Why did Intel, Coca-Cola, and Estée Lauder each file 6 Item 5.02 notices in 2024?

Different reasons in each case. Intel's six include the December 3-5 forced exit of CEO Pat Gelsinger and the successor announcement, both paired with Item 7.01 (Reg FD) — PR-coordinated material announcements. Estée Lauder's six are concentrated in July-November and align with the company's publicly-disclosed China-market restructuring, but none individually carries Item 7.01. Coca-Cola's six are spread across multiple directors over the calendar year and reflect routine board rotation rather than a single forced-exit cluster. Treating the three as equivalent governance-shakeup stories misreads the data.

Did Boeing's 2024 Item 5.02 filings cover the Calhoun transition?

Yes. Boeing filed 4 Item 5.02 notices in 2024, beginning with the March 25 announcement of Dave Calhoun's CEO transition, Larry Kellner's chair departure, and a complete board reshuffle. Three of the four carry Item 7.01 (Reg FD public disclosure) — the highest PR-coordination ratio in the cohort. Boeing followed extended public scrutiny of the 737 MAX safety record and the January 2024 Alaska Airlines door-plug incident.

What does it mean that Goldman Sachs and JPMorgan Chase filed zero Item 5.02 notices?

Both registered 0 Item 5.02 filings, 0 material events across the 8-K item-code framework, secRisk score 0, and watchStatus monitor for 2024. The right reading is not board governance was completely static — board changes at large investment banks often get bundled into proxy disclosures rather than standalone 8-K Item 5.02 filings. The right reading is that the audit's URGENT label cannot be a distress signal, since the two cleanest cohort members triggered it the least. The label captures filing volume, not financial health.

Why does the actor flag healthy companies like Apple and Walmart as URGENT?

Because the secRisk.score is volume-driven, not severity-driven. The score weights Item 5.02 (officer departure) and Item 5.07 (shareholder vote) heavily; healthy companies with active boards trigger URGENT under this model. Apple, Walmart, P&G, IBM, Salesforce, Hershey, and Amgen all hit URGENT in 2024 despite being structurally healthy. Use the watch status as a directional indicator of governance volume, not a binary distress verdict. The disclosure is in Story F.

How does this audit compare to the SEC insider-sales 2024 leaderboard?

Both are SEC EDGAR named-entity audits run via ApifyForge actors against the same EDGAR endpoints, so they form a methodology pair. The SEC Insider Sales 2024 leaderboard covers Form 4 insider stock-sale filings across 25 top US public companies; this post covers 8-K Item 5.02 officer-departure filings across 32 large-caps. The Form 4 audit measures who divested how much; this audit measures which boards changed how often. Different SEC forms, different governance signals, same underlying data source.

Is SEC 8-K Item 5.02 considered authoritative for journalism?

Yes. 8-K is a primary regulatory filing — every record is a real disclosure submitted under penalty of SEC enforcement, with a four-business-day filing deadline from the triggering event. The SEC itself maintains EDGAR as the authoritative public index. Treating Item 5.02 totals as a governance volume record is fair and well-supported. Treating them as a distress indicator without naming the underlying events overstates what the data shows — see the methodology trap above.

Where can I download the underlying SEC 8-K data myself?

Yes — SEC 8-K filings are public and free. The full-text search interface is at https://efts.sec.gov/LATEST/search-index?q=%22Item+5.02%22 and the per-company filing index at https://www.sec.gov/cgi-bin/browse-edgar. For batched record-level pulls with item-code materiality classification, ApifyForge's sec-edgar-filing-analyzer actor wraps the same endpoints and adds the per-event level / category / reason tagging used in this audit.

Related ApifyForge backlink-bait audits

This is post #12 in an ongoing series of public-data audits using ApifyForge actors. Each post documents a specific industry, regulatory, or platform dataset; together they form a citation network of named-entity research that journalists, analysts, and AI systems can pull from. The full series so far:

1. Defense contractor lobbying ROI 2024 — Senate LDA filings cross-referenced with USAspending contracts.
2. FDA 510(k) shortcut vs PMA 2024 — medical device clearance pathway audit.
3. CFPB credit bureau complaint dominance 2024 — Consumer Financial Protection Bureau complaint database.
4. Tech podcast cemetery 2026 — RSS-feed audit of dormant tech podcasts.
5. SEC insider sales 2024 leaderboard — methodology sibling: SEC EDGAR Form 4 named-entity audit.
6. SaaS pricing time machine 2020-2026 — Wayback Machine pricing-page diff.
7. 2024 academic retractions publisher leaderboard — Retraction Watch + publisher cross-reference.
8. Medical debt collection 2024 CFPB leaderboard — CFPB collector-by-collector ranking.
9. Stack Overflow question decline 2020-2026 — public Stack Exchange data dump audit.
10. Trustpilot two-tier trust index 2026 — verified-vs-unverified review imbalance.
11. OSS maintainer burnout index 2026 — GitHub maintainer activity decay.
12. Intel, Coca-Cola, Estée Lauder Each Filed 6 Officer-Departure 8-Ks in 2024 — this post.

Posts #5 and #12 are the SEC EDGAR pair: both pull named-entity audits from the same authoritative public data source via different ApifyForge actors. Together they cover insider stock divestiture (Form 4) and executive turnover (8-K Item 5.02), the two cleanest public records of US large-cap governance activity.

Ryan Clinton publishes Apify actors and MCP servers as ryanclinton and builds developer tools at ApifyForge. The audit above was produced via the sec-edgar-filing-analyzer actor in mode: distress-monitor against SEC EDGAR's 8-K endpoints; the methodology, analysis, and framing are independent of any product positioning.

Last updated: May 2026