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

Forms and Documents

Document	Type	Status	Availability
PVAB Supporting Statement Rule 14a-2(b).Final.pdf	Supporting Statement A	Uploaded 2020-12-03	Repair queued
February 5, 2020 EDAGR PIA.pdf	Supplementary Document	Uploaded 2020-11-27	Repair queued

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: 202011-3235-032
Status: Received in OIRA	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	Date Submitted to OIRA: 12/03/2020

	Requested	Previously Approved
Expiration Date	36 Months From Approved	05/31/2022
Responses	6,369	5,586
Time Burden (Hours)	803,956	551,101
Cost Burden (Dollars)	107,194,012	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	Final or interim final rulemaking	85 FR 55082	09/03/2020

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Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? Yes

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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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ICR Summary of Burden

	Total Request	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	6,369	5,586	0	783	0	0
Annual Time Burden (Hours)	803,956	551,101	0	252,855	0	0
Annual Cost Burden (Dollars)	107,194,012	73,480,012	0	33,714,000	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: In the Adopting Release, the Commission revised its estimates for the total annual compliance burden resulting from the amendments, which were initially included in the Proposing Release. The change in the estimates for the final rules was primarily due to: (i) the Commission’s decision to modify its original proposal by shifting to a less prescriptive, more principles-based approach with respect to new Rule 14a-2(b)(9); and (ii) the Commission’s consideration of commenters’ views that the Commission’s original burden estimates were too low. Instead of the prescriptive review and response process for proxy voting advice that was proposed, under the final rules proxy voting advice businesses must meet certain principles-based conditions in Rule 14a-2(b)(9)(ii) in order to utilize certain exemptions from the information and filing requirements of the proxy rules. These conditions include the adoption and public disclosure by proxy voting businesses of written policies and procedures reasonably designed to ensure that: (i) the proxy voting advice is made available to registrants at or prior to the time when such advice is disseminated to the proxy voting advice business’s clients; and (ii) that the proxy voting advice business provides clients with a mechanism by which they can reasonably be expected to become aware of a registrant’s written statement about the proxy voting advice in a timely manner. It appears that the more prescriptive nature of the proposed amendments was a large driver of the hourly and cost burdens discussed by commenters. We believe the flexibility afforded by the principles-based approach reflected in the final amendments should therefore result in lower costs from what commenters had estimated based on the proposed amendments. Furthermore, we believe that some proxy voting advice businesses may already have systems in place sufficient to comply with significant features of the final rules, which would be expected to limit their overall burden. Nonetheless, in consideration of some commenters’ views that the Commission’s original calculations had greatly underestimated the impact on paperwork burden, the Commission adjusted its estimates upward with respect to certain aspects of the new rules. The Commission also included in its revised estimates the additional hourly and cost burdens associated with certain other aspects of the final rules that were not originally reflected in the proposed amendments, such as that related to a proxy voting advice business’s securing an acknowledgment or other assurance from registrants that their receipt of the proxy advice is subject to use restrictions. For purposes of its Paperwork Reduction Act analysis, the Commission estimates that the final amendments to Regulation 14A would result in a net increase of 252,855 burden hours and net increase of $33,714,000 in cost burden. See Supporting Statement Question 15 for more details.

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Annual Cost to Federal Government: $103,479,690

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.     Yes

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? No

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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: 12/03/2020

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