Justification for Change in Burden for Schedule 14A

Justification for Change in Burden for Schedule 14A

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.