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

Forms and Documents

Document Name	Status
Supporting Statement UP.Fianl.pdf Supporting Statement A	2022-04-21
February 5, 2020 EDGAR PIA.pdf Supplementary Document	2022-04-21

IC Document Collections

IC ID	Document Title	Status
34178	Regulation 14A (Commission Rules 14a-1 through 14a-21 and Schedule 14A)	Modified

ICR Details

OMB Control No: 3235-0059	ICR Reference No: 202204-3235-011
Status: Received in OIRA	Previous ICR Reference No: 202104-3235-017
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: 04/27/2022

	Requested	Previously Approved
Expiration Date	36 Months From Approved	07/31/2024
Responses	6,369	6,369
Time Burden (Hours)	778,802	777,590
Cost Burden (Dollars)	103,805,312	103,678,712

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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 78n, 78w(a) 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-AL84	Final or interim final rulemaking	86 FR 68330	12/01/2021

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Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? No

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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	6,369	0	0	0	0
Annual Time Burden (Hours)	778,802	777,590	0	1,212	0	0
Annual Cost Burden (Dollars)	103,805,312	103,678,712	0	126,600	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: The amendments in Release 34-93596 revise the consent required of a bona fide nominee, eliminate the short slate rule and establish new procedures for the solicitation of proxies, the preparation and use of proxy cards and the dissemination of information about all director nominees in contested elections to implement the use of a universal proxy card to allow shareholders to vote by proxy in a manner that more closely resembles how they can vote in person at a shareholder meeting. Additionally, the amendments specify certain required voting options and mandate disclosure about the effect of certain votes in an election to better enable soliciting parties to properly seek and authorize the appropriate voting option for shareholders. We anticipate that the amendments will result in a small increase in the required disclosure and the related burdens and costs for the registrants to prepare and review the collections of information. For purposes of the PRA, we estimate that the amendments to Regulation 14A will result in a net increase of 1,212 burden hours and a net increase in the cost burden of $126,600 for the services of outside professionals. The changes in burden reflect the Commission’s revision and update of burden estimates for all information collections under this OMB control number (whether or not associated with rulemaking changes), and the Commission requested public comment on all those information collection burden estimates for this OMB control number.

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Annual Cost to Federal Government: $119,447,840

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: 04/27/2022

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