Form 8-K.SS.2021

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM 8-K

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

One of the chief purposes for which congress enacted the Securities Exchange Act of
1934, (the “Exchange Act”), was to ensure that issuers that invite the public to invest in their
securities provide the public with sufficient information to make informed and knowledgeable
investment decisions. Congress recognized that one of the principal barriers to a fair and honest
market was the secrecy surrounding the financial condition of issuers. The provisions that
Congress included in the Exchange Act to ensure that investors received sufficient issueroriented information consisted of Sections 12(a), 12(b), and 13(a). Section 12(a) requires
securities traded on a national securities exchange to be registered. Section 12(b) authorizes the
Commission, as the administering agency, to require disclosure of specific kinds of information
concerning the issuer, as it deems necessary and appropriate for the protection of investors. The
Commission can require information about the organization, its financial structure, the nature of
its business and any outstanding securities. Under Section 13(a), the Commission is authorized
to specify periodic reporting requirements for issuers with securities registered pursuant to
Section 12, thus ensuring that the information issuers provide pursuant to Sections 12 and 13
together were regarded by Congress as the minimum necessary for the adequate protection of
investors.
2.

Purpose and Use of the Information Collection

The information required to be filed with the Commission permits verification of
compliance with securities law requirements and assures the public availability and
dissemination of such information. The information filed with the Commission under cover of
Form 8-K can be used by security holders, investors, broker-dealers, investment banking firms,
professional securities analysts and others in evaluating securities and making investment
decisions with respect to foreign private issuers.
3.

Consideration Given to Information Technology

The Commission now requires most foreign issuers and foreign governments to file their
securities documents, including registration statements, reports and other documents
electronically using its Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
Also, information technology advancements and the modernization of the EDGAR system,
should serve to reduce initial and ongoing EDGAR cost for foreign issuers.
4.

Duplication of Information

There is no other public source for the information required on Form 8-K.

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5.

Reducing the Burden on Small Entities

Small business entities issuers are required to provide adequate information to permit
investors to make informed investment decisions. Requiring foreign issuers and foreign
governments to file using the EDGAR system should reduce the costs of filing for foreign
issuers, as well as lessen the economic impact on small entities.
6.

Consequences of Not Conducting Collection

Form 8-K set forth the disclosure requirements for current reports filed by companies to
help investors make informed investment decisions. Less frequent collection would deprive
investors of access to information that is important to their voting and investment decisions.
7.

Special Circumstances

There are no special circumstances.
8.

Consultations Outside the Agency

No comments were received on this request during the 60-day comment period prior to
OMB’s review of this submission.
9.

Payment or Gift to Respondents

No payment or gift has been provided to any respondents.
10.

Confidentiality

Form 8-K is a public document.
11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be required
under the following collection of information in connection with this rulemaking amendment:
The information collection collect basic Personally Identifiable Information (PII) that may
include a name and job title. However, the agency has determined that the information
collections do not constitute a system of record for purposes of the Privacy Act. Information is
not retrieved by a personal identifier. In accordance with Section 208 of the E-Government Act
of 2002, the agency has conducted a Privacy Impact Assessment (PIA) of the EDGAR system, in
connection with these collections of information. The EDGAR PIA, published on
February 5, 2020, is provided as a supplemental document and is also available at
https://www.sec.gov/privacy.

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12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title
Form 8-K

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0060

118,387

818,158

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form 8-K takes
approximately 9.2145 hours per response to comply with the collection of information
requirements and is filed by approximately 118,387 respondents. We derived our burden hour
estimates by estimating the average number of hours it would take an issuer to compile the
necessary information and data, prepare and review disclosure, file documents and retain
records. In connection with rule amendments to the form, we occasionally receive PRA
estimates from public commenters about incremental burdens that are used in our burden
estimates. We believe that the actual burdens will likely vary among individual issuers based on
the nature of their operations. We further estimate that 75% of the collection of information
burden is carried by the issuer internally and that 25% of the burden of preparation is carried by
outside professionals retained by the company. Based on our estimates, we calculated the total
reporting burden to be 818,158 hours ((0.75% x 9.2145) x 118,387 responses). For
administrative convenience, the total related to the paperwork burden hours has been rounded to
the nearest whole number. The estimated burden hours are made solely for the purpose of the
Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden
Estimated Cost Burden
Information
Collection
Title
Form 8-K

OMB Control
Number

Number of
Responses

Cost
Burden

3235-0060

118,387

$108,674,430

We estimate that 25% of the 9.2145 hours per response (2.30363 hours) is prepared by
outside counsel. We estimate it will cost $398.4837 per hour ($398.4837629 per hour x 2.30363
hours per response x 118,387 responses) for a total annual cost of $108,674,430. We estimate an
hourly cost of $398.4837629 for outside legal and accounting services used in connection with
public company reporting. This estimate is based on our consultations with registrants and
professional firms who regularly assist registrants in preparing and filing disclosure documents
with the Commission. Our estimates reflect average burdens, and therefore, some companies
may experience costs in excess of our estimates and some companies may experience costs that
are lower than our estimates. For administrative convenience, the presentation of the total cost
burden has been rounded to the nearest dollar. The cost estimate is made solely for the purpose
of the Paperwork Reduction Act.

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14.

Costs to Federal Government

The annual cost of reviewing and processing disclosure documents, including registration
statements, post-effective amendments, proxy statements, annual reports and other filings of
operating companies amounted to approximately $103,479,690 in fiscal year 2019, based on the
Commission’s computation of the value of staff time devoted to this activity and related
overhead.
15.

Reason for Change in Burden

There is no change in burden.
16.

Information Collection Planned for Statistical Purposes

The information collection is not planned for statistical purposes
17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of the form.
Including the expiration date on the electronic version of the form will result in increased costs,
because the need to make changes to the form may not follow the application’s scheduled
version release dates. The OMB control number will be displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions

There are no exceptions to certification for Paperwork Reduction Act submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods