Regulation 14A (Commission
Rules 14a-1 through 14a-21 and Schedule 14A)
Revision of a currently approved collection
No
Regular
04/28/2021
Requested
Previously Approved
36 Months From Approved
05/31/2022
6,369
6,369
777,590
803,956
103,678,712
107,194,012
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 amendments in Release No.
34-89964: (1) amend the criteria that a shareholder must satisfy to
be eligible to have a proposal included in a company’s proxy
statement; (2) modify the rule limiting the number of proposals
that may be submitted for a particular company’s shareholders’
meeting (the “one-proposal rule”) to establish that a single person
may not submit multiple proposals at the same shareholders’
meeting, whether the person submits a proposal as a shareholder or
as a representative of a shareholder; and (3) revise the levels of
shareholder support a proposal must receive to be eligible for
resubmission at the same company’s future shareholders’ meeting.
The Commission anticipates that the amendments will reduce the
aggregate burdens and costs of affected parties complying with the
relevant shareholder proposal requirements of Regulation 14A. In
particular, the amendments to Rule 14a-8(b) will: • amend Rule
14a-8(b) by: o replacing the current ownership threshold, which
requires holding at least $2,000 or 1% of a company’s securities
for at least one year, with three alternative thresholds that will
require a shareholder to demonstrate continuous ownership of at
least: $2,000 of the company’s securities for at least three
years; $15,000 of the company’s securities for at least two
years; or $25,000 of the company’s securities for at least one
year. o prohibiting the aggregation of holdings for purposes of
satisfying the amended ownership thresholds; o requiring that a
shareholder 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’s behalf and to provide a meaningful degree of
assurance as to the shareholder’s identity, role and interest in a
proposal that is submitted for inclusion in a company’s proxy
statement; and o requiring that each shareholder 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 specific business days and
times that the shareholder is available to discuss the proposal
with the company. • amend Rule 14a-8(c) by: o applying the
one-proposal rule to “each person” rather than “each shareholder”
who submits a proposal, such that a shareholder-proponent will 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 will 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. • amend Rule 14a-8(i)(12) by: o revising
the levels of shareholder support a proposal must receive to be
eligible for resubmission at the same company’s future shareholder
meetings from 3%, 6% and 10% for matters previously voted on once,
twice or three or more times in the last five years, respectively,
with thresholds of 5%, 15% and 25%, respectively. For example, a
proposal would need to achieve support by at least 5% of the voting
shareholders in its first submission in order to be eligible for
resubmission in the following three years. Proposals submitted two
and three times in the prior five years would need to achieve 15%
and 25% support, respectively, in order to be eligible for
resubmission in the following three years. For purposes of its
Paper Reduction Act analysis, the Commission estimates that the
amendments to Regulation 14A will result in a net decrease of
26,365.7 burden hours and a net decrease of $3,515,300 in cost
burden.
$103,479,690
No
Yes
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.
14a-8 Supporting Statement.Final.04-27-2021.pdf
Regulation 14A (Commission Rules 14a-1 through 14a-21 and Schedule 14A)