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

Forms and Documents

Document Name	Status
Supporting Statement Release No 33-9330.pdf Supporting Statement A	2012-07-31

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: 201207-3235-027
Status: Historical Active	Previous ICR Reference No: 201102-3235-032
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: Approved without change	Conclusion Date: 09/28/2012
	Date Received in OIRA: 08/01/2012
Terms of Clearance:

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	09/30/2015	36 Months From Approved	03/31/2014
Responses	7,300	0	7,300
Time Burden (Hours)	714,586	0	703,636
Cost Burden (Dollars)	85,664,277	0	84,204,277

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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 solicitation of a proxy.

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Authorizing Statute(s): US Code: 15 USC 77c(b), 77f, 77g, 77j, 77s(a) Name of Law: Securities Act of 1933
   US Code: 15 USC 78m, 78n(a), 78n-1, 78w(a) Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 78mm Name of Law: Securities Exchange Act of 1934
  

Citations for New Statutory Requirements: PL: Pub.L. 111 - 203 952 Name of Law: Dodd-Frank Wall Street Reform and Consumer Protection Act

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AK95	Final or interim final rulemaking	77 FR 38422	06/27/2012

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Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? Yes

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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 Approved	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)	714,586	703,636	10,950	0	0	0
Annual Cost Burden (Dollars)	85,664,277	84,204,277	1,460,000	0	0	0

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

Burden Increase Due to:

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

Burden Reduction Due to:

Short Statement: The final rule amendments in Release No. 33-9330 implement Section 952 of the Dodd-Frank Act Wall Street Reform and Consumer Protection Act of 2010. The rule amendments require registrants to provide additional disclosure in their proxy statements on Schedule 14A of whether the work of a compensation consultant that has played any role in determining or recommending the amount or form of executive and director compensation, with certain exceptions, has raised a conflict of interest, and, if so, the nature of the conflict and how the conflict is being addressed. We estimate that the rule amendments will approximately result in 10,950 new burden hours of in-house personnel time and an increase in burden costs of $1,460,000 for the services of outside professionals.

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Annual Cost to Federal Government: $150,000

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]? No

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

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: 08/01/2012

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