Regulation 14A (Commission Rules 14a-1 through 14a-21 and Schedule 14A)

Forms and Documents

Document	Type	Status	Availability
Short Statement for Schedule 14A.docx	Supplementary Document	Uploaded 2019-02-22	Available
PRA adopting Supporting Statement Hedging. 02-22-2019- Final.pdf	Supporting Statement A	Uploaded 2019-02-22	Available
January 2016 EDGAR PIA.pdf	Supplementary Document	Uploaded 2019-02-22	Available

IC Document Collections

IC ID	Collection	Type	Status	Form
34178	Regulation 14A (Commission Rules 14a-1 through 14a-21 and Schedule 14A)		Modified

ICR Details

OMB Control No: 3235-0059	ICR Reference No: 201902-3235-032
Status: Active	Previous ICR Reference No: 201808-3235-015
Agency/Subagency: SEC	Agency Tracking No: CF 270-056
Title: Regulation 14A (Commission Rules 14a-1 through 14a-21 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: 05/23/2019
	Date Received in OIRA: 02/25/2019
Terms of Clearance:

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	05/31/2022	36 Months From Approved	10/31/2021
Responses	5,586	0	5,586
Time Burden (Hours)	551,101	0	546,333
Cost Burden (Dollars)	73,480,012	0	72,844,312

---

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.

---

Authorizing Statute(s): US Code: 15 USC 78n, 78w(a), 78mm(a) Name of Law: Securities Exchange Act of 1934
   PL: Pub.L. 111 - 203 955 Name of Law: Dodd-Frank Wall Street Reform and Consumer Protection Act
  

Citations for New Statutory Requirements: None

---

Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AL49	Final or interim final rulemaking	84 FR 2402	02/06/2019

---

Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? No

---

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

IC Title	Form No.	Form Name
Regulation 14A (Commission Rules 14a-1 through 14a-21 and Schedule 14A)

---

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	5,586	5,586	0	0	0	0
Annual Time Burden (Hours)	551,101	546,333	0	4,768	0	0
Annual Cost Burden (Dollars)	73,480,012	72,844,312	0	635,700	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: As explained in further detail in Items 12 and 13 above, the rules adopted in Release No. 33-10593 are mandated by Section 955 of the Dodd-Frank Act. The changes in burden of Schedule 14A relate to enhanced disclosure requirements in Regulation S-K to provide transparency to shareholders, if action is to be taken with respect to the election of directors, about whether employees or directors are permitted to engage in transactions that mitigate or avoid the incentive alignment associated with equity ownership. The change in burden of Schedule 14A corresponds to these amended disclosure requirements. For purposes of the PRA, we estimate that the amendments to Schedule 14A will result in a net increase of 4,768 burden hours and a net increase in the cost burden of $635,700 for the services of outside professionals.

---

Annual Cost to Federal Government: $100,000

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

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     No

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     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

---

Common Form ICR:  No

---

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: 02/25/2019

---