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
05/31/2022
36 Months From Approved
05/31/2022
5,586
0
5,586
551,101
0
551,101
73,480,012
0
73,480,012
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.
The proposed amendments in
Release No. 34-87458 would update the criteria, including the
ownership requirements that a shareholder must satisfy to be
eligible to require a company to include a proposal in its proxy
statement. The Commission anticipates that, if adopted, the
amendments would reduce the aggregate burdens and costs of affected
parties complying with the relevant shareholder proposal
requirements of Regulation 14A. In particular, the proposed
amendments to Rule 14a-8(b) would: • Update the current requirement
that a shareholder-proponent hold at least $2,000 or 1 percent of a
company’s securities for at least one year to be eligible to submit
a proposal. In addition to eliminating the 1 percent threshold, the
proposal would amend the rule with the following three alternative
thresholds, any one of which a shareholder could satisfy to be
eligible to submit a proposal: o continuous ownership of at least
$2,000 of the company’s securities for at least three years; o
continuous ownership of at least $15,000 of the company’s
securities for at least two years; or o continuous ownership of at
least $25,000 of the company’s securities for at least one year. •
Require that a shareholder-proponent who elects to use a
representative for the purpose of submitting a shareholder proposal
provide documentation to make clear that the representative is
authorized to act on the shareholder-proponent’s behalf and to
provide a meaningful degree of assurance as to the
shareholder-proponent’s identity, role and interest in a proposal
that is submitted for inclusion in a company’s proxy statement; and
• Require that each shareholder-proponent state that he or she is
able to meet with the company, either in person or via
teleconference, no less than 10 calendar days, nor more than 30
calendar days, after submission of the shareholder proposal, and
provide contact information as well as business days and specific
times that the shareholder-proponent is available to discuss the
proposal with the company. The proposed amendment to Rule 14a-8(c)
would: • Apply the one-proposal rule to “each person” rather than
“each shareholder” who submits a proposal, such that a
shareholder-proponent would not be permitted to submit one proposal
in his or her own name and simultaneously serve as a representative
to submit a different proposal on another shareholder’s behalf for
consideration at the same meeting. Likewise, a representative would
not be permitted to submit more than one proposal to be considered
at the same meeting, even if the representative were to submit each
proposal on behalf of different shareholders. The proposed
amendments to Rule 14a-8(i)(12) would: • Modernize the current
resubmission thresholds of 3 percent, 6 percent and 10 percent for
matters voted on once, twice or three or more times in the last
five years, respectively, with thresholds of 5 percent, 15 percent
and 25 percent, respectively; and • Add a new provision that would
allow for exclusion of a proposal that has been previously voted on
three or more times in the last five years, notwithstanding having
received at least 25 percent of the votes cast on its most recent
submission, if the proposal (i) received less than 50 percent of
the votes cast and (ii) experienced a decline in shareholder
support of 10 percent or more compared to the immediately preceding
vote. For purposes of its Paper Reduction Act analysis, the
Commission estimates that the proposed amendments to Regulation 14A
would result in a net deduction of 28,027 burden hours and a net
reduction $3,737,200 in outside professional costs.
$103,479,690
No
No
No
No
No
No
No
Matt McNair 202
551-3500
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:
(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;
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.
Rule14a-8 Supporting Statement.final.pdf
Regulation 14A (Commission Rules 14a-1 through 14a-21 and Schedule 14A)