Regulation 14A (Commission Rules 14a-1 through 14a-17 and Schedule 14A)

Forms and Documents

Document Name	Status
OMB Supporting Statement Proxy Disc Enhancement (CF12-28-09).doc Supporting Statement A	2009-12-28

IC Document Collections

IC ID	Document Title	Status
34178	Regulation 14A (Commission Rules 14a-1 through 14a-17 and Schedule 14A)	Modified

ICR Details

OMB Control No: 3235-0059	ICR Reference No: 200912-3235-020
Status: Historical Inactive	Previous ICR Reference No: 200701-3235-040
Agency/Subagency: SEC	Agency Tracking No: CF-270-56
Title: Regulation 14A (Commission Rules 14a-1 through 14a-17 and Schedule 14A)
Type of Information Collection: Revision of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular
OIRA Conclusion Action: Preapproved	Conclusion Date: 01/28/2010
	Date Received in OIRA: 12/29/2009
Terms of Clearance: Pre-approval contingent upon no substantive changes to this collection after adoption of the final rule. Otherwise this collection should be re-submitted to OMB for review.

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	01/31/2013	36 Months From Approved	04/30/2010
Responses	7,300	0	7,300
Time Burden (Hours)	672,869	0	555,683
Cost Burden (Dollars)	79,334,787	0	63,709,987

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Abstract: Schedule 14A is filed by issuers of securities registered under Section 12 of the Securities Exchange Act of 1934 in connection with the solicitation of a proxy.

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Authorizing Statute(s): US Code: 15 USC 77c(b), 77e, 77f, 77s(a) Name of Law: Securities Act of 1933
   US Code: 15 USC 78l, 78m, 78n, 78o(d), 78w(a) Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 80a-8, 80a-20(a), 80a-24(a) Name of Law: Investment Company Act of 1940
   US Code: 15 USC 80a-29, 80a-38 Name of Law: Investment Company Act of 1940
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AK28	Proposed rulemaking	74 FR 35076	07/17/2009

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Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Regulation 14A (Commission Rules 14a-1 through 14a-17 and Schedule 14A)

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ICR Summary of Burden

	Total Request	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	7,300	7,300	0	0	0	0
Annual Time Burden (Hours)	672,869	555,683	0	117,186	0	0
Annual Cost Burden (Dollars)	79,334,787	63,709,987	0	15,624,800	0	0

Burden increases because of Program Change due to Agency Discretion: Yes

Burden Increase Due to: Changing Regulations

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: We anticipate that the proposed amendments would increase the burdens and costs for U.S. companies. The proposed amendments would increase existing burdens by requiring companies to make additional disclosures about their overall compensation policies and the policies impact on risk taking; stock and option awards of executives and directors; director and nominee qualifications and legal proceedings; company leadership structure; the board’s role in the risk management process; and potential conflicts of interest of compensation consultants that advise companies. In addition, the proposed amendments would transfer from Forms 10-Q and 10-K to Form 8-K the requirement to disclose the voting results from a meeting of shareholders, which we anticipate would reduce the disclosure burdens for Form 10-Q. With respect to reporting companies (other than registered management investment companies), the proposed revisions to Regulation S-K generally would be required in Schedules 14A and 14C, however, only the proposed revisions to Items 401 and 402 of Regulation S-K would be required in Forms 10, 10-K, S-1, S-4 and S-11. With respect to Regulation 14A we estimate an increase of 117,186 burden hours and an increase of $15,624,800 in cost burden.

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Annual Cost to Federal Government: $75,000

Does this IC contain surveys, censuses, or employ statistical methods? No

Is the Supporting Statement intended to be a Privacy Impact Assessment required by the E-Government Act of 2002? No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? Uncollected

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? Uncollected

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? Uncollected

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Common Form ICR:  No

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On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 12/29/2009

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