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

Forms and Documents

Document Name	Status
PVAB Supporting Statement Rule 14a-2(b)(FINAL)(1).pdf Supporting Statement A	2020-01-09
January 2016 EDGAR PIA.pdf Supplementary Document	2020-01-06

IC Document Collections

IC ID	Document Title	Status
34178	Regulation 14A (Commission Rules 14a-1 through 14a-21 and Schedule 14A)	Modified

ICR Details

OMB Control No: 3235-0059	ICR Reference No: 202001-3235-001
Status: Historical Inactive	Previous ICR Reference No: 201902-3235-032
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: Comment filed on proposed rule and continue	Conclusion Date: 03/17/2020
	Date Received in OIRA: 01/09/2020
Terms of Clearance: OMB files this comment in accordance with 5 CFR 1320.11( c ). This OMB action is not an approval to conduct or sponsor an information collection under the Paperwork Reduction Act of 1995. This action has no effect on any current approvals. If OMB has assigned this ICR a new OMB Control Number, the OMB Control Number will not appear in the active inventory. For future submissions of this information collection, reference the OMB Control Number provided. Pursuant to 5 CFR 1320.11(c), OMB files this comment on this information collection request (ICR). The agency shall examine public comment in response to the NPRM and will describe in the supporting statement of its next collection any public comments received regarding the collection as well as why (or why it did not) incorporate the commenter’s recommendation. The next submission to OMB must include the draft final rule.

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

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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 78c(b), 78n, 78p, 78w(a), 78mm Name of Law: Securities Exchange Act of 1934
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AM50	Proposed rulemaking	84 FR 66518	12/04/2019

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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-21 and Schedule 14A)

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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: The proposed amendments in Release No. 34-87457 would establish new disclosure and procedural requirements for persons that provide proxy voting advice. The amendments are intended to help ensure that proxy voting advice used by investors and others who vote on investors’ behalf is complete, accurate, and transparent. If adopted, the proposed changes would amend Exchange Act Rule 14a-2(b), which provides certain exemptions from the proxy rules’ filing and information requirements. In addition, the proposed changes would amend the definition of “solicitation” in Exchange Act Rule 14a-1(l) to clarify that the definition includes proxy voting advice, with certain exceptions. Finally, the proposed amendments provide additional illustrative examples to Exchange Act Rule 14a-9, the proxy rules’ antifraud provision. The Commission anticipates that the proposed amendments will, in the aggregate, increase the burdens and costs of affected parties, primarily as a result of amendments to Rule 14a-2(b). Under the proposed amendments, proxy voting advice businesses relying on these exemptions would be subject to the following conditions: • They must include specified conflicts of interest disclosure in their proxy voting advice; • Registrants and certain other soliciting persons must be given a specified opportunity to review proxy voting advice and engage with the proxy voting advice business before the advice is issued (with the length of the review period dependent on the number of days between the date the definitive proxy statement is filed and the date of the related shareholder meeting); and • Registrants and certain other soliciting persons may request that proxy voting advice businesses include in their voting advice a hyperlink or analogous electronic medium directing the recipient of the advice to a written statement that sets forth the registrant’s or soliciting person’s views on the proxy voting advice. For purposes of its Paper Reduction Act analysis, the Commission estimates that the proposed amendments to Regulation 14A would result in a net increase of 16,343 burden hours.

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Annual Cost to Federal Government: $102,000,000

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]? No

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: 01/09/2020

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