OMB understands that SEC is in the process of revising its methodologies to estimate annualized costs to the Federal government for all its relevant collections of information. OMB anticipates that future extensions of this OMB control number will reflect the revised methodologies. Supporting statement updated during OMB review.
Inventory as of this Action
Requested
Previously Approved
12/31/2028
36 Months From Approved
12/31/2025
21
0
30
378
0
540
0
0
0
Section 14(f) of the Securities Exchange Act of 1934 (the âExchange Actâ) relates to the replacement of a majority of the directors of an issuer in connection with an acquisition subject to Sections 13(d) or 14(d) of such Act. Section 14(f) requires the issuer to provide all holders of record of securities of the issuer who would be entitled to vote at a meeting for election of directors and the Commission, in accordance with the rules and regulations prescribed by the Commission, information concerning the replacement of directors that is substantially equivalent to that information which would be required by Section 14(a) or Section 14(c) if such persons were nominees for election as directors at a meeting of security holders. In order to facilitate compliance with Section 14(f), the Commission adopted Rule 14f-1 (17 CFR 240.14f-1), pursuant to Sections 13(d) and 13(e) as well as Sections 14(d) and 14(f). The rule requires that, not less than 10 days prior to the time the persons elected or designated as directors of the issuer take office, or such shorter period as the Commission may authorize, the issuer shall file with the Commission and transmit to all holders of record of securities of the issuer, information required by certain items of the Commissionâs proxy rules. The rule is needed by the Commission to fulfill its statutory responsibility to prescribe the necessary rules and regulations for the protection of investors by requiring an issuer to apprise its security holders of record and the Commission of a prospective change in the majority of the board of directors of the company where such change is to be effected other than at a meeting of security holders and of information about the issuerâs prospective new directors.
The information filed with the Commission assures the public availability and dissemination of such information. Private contractors reproduce much of the filed information and provide it to private parties. Many other persons obtain information directly from the Commissionâs Electronic Data Gathering, Analysis, and Retrieval (âEDGARâ) system, through which filings under the rule are made. This information is needed by security holders, investors, brokers, dealers, investment banking firms, professional securities analysts, and others in evaluating securities and making investment and voting decisions. If the information were not collected, the information the Commission deems necessary for the protection of investors regarding a prospective change in directors would not be available to the investing public prior to the time the change was actually effected.
US Code:
15 USC 78m(d)
Name of Law: Securities Exchange Act of 1934
US Code:
15 USC 78m(e)
Name of Law: Securities Exchange Act of 1934
US Code:
15 USC 78n(d)
Name of Law: Securities Exchange Act of 1934
US Code:
15 USC 78n(f)
Name of Law: Securities Exchange Act of 1934
The Securities and Exchange Commission (âCommissionâ) is submitting this Supporting Statement to request approval from the Office of Management and Budget (âOMBâ) (1) for the extension of the existing collection of information (OMB Control No. 3235-0108) and (2) to designate OMB Control No. 3235-0108 as a âcommon formâ for purposes of Paperwork Reduction Act (âPRAâ) submissions because the Board of Governors of the Federal Reserve System uses this information collection (under OMB Control No. 7100-0091).
Agency/Sub Agency
RCF ID
RCF Title
RCF Status
IC Title
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.
20250905_3235-0108_2025-17031_90 FR 43001_30-Day Submission Notice.pdf.pdf
Rule 14f-1 - Change in Majority of Directors