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 commenterâs 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 companyâs 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 companyâs securities for at least three years;
o continuous ownership of at least $15,000 of the companyâs securities for at least two years; or
o continuous ownership of at least $25,000 of the companyâs 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-proponentâs behalf and to provide a meaningful degree of assurance as to the shareholder-proponentâs identity, role and interest in a proposal that is submitted for inclusion in a companyâs 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 âeach personâ rather than âeach shareholderâ 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 shareholderâs 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)