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 companyâs proxy statement; (2) modify the rule limiting the number of proposals that may be submitted for a particular companyâs shareholdersâ meeting (the âone-proposal ruleâ) to establish that a single person may not submit multiple proposals at the same shareholdersâ 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 companyâs future shareholdersâ 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 companyâs securities for at least one year, with three alternative thresholds that will require a shareholder to demonstrate continuous ownership of at least:
ï§ $2,000 of the companyâs securities for at least three years;
ï§ $15,000 of the companyâs securities for at least two years; or
ï§ $25,000 of the companyâs 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 shareholderâs behalf and to provide a meaningful degree of assurance as to the shareholderâs identity, role and interest in a proposal that is submitted for inclusion in a companyâs 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 âeach personâ rather than âeach shareholderâ 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 shareholderâs 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 companyâs 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)