Regulation 14A (Commission
Rules 14a-1 through 14a-21 and Schedule 14A)
Revision of a currently approved collection
No
Regular
12/03/2020
Requested
Previously Approved
36 Months From Approved
05/31/2022
6,369
5,586
803,956
551,101
107,194,012
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.
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.
$103,479,690
No
Yes
No
No
No
No
No
Dan Greenspan 202
551-3623
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.
PVAB Supporting Statement Rule 14a-2(b).Final.pdf
Regulation 14A (Commission Rules 14a-1 through 14a-21 and Schedule 14A)