SUPPORTING STATEMENT FOR “FORM 8-K”

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SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
REGULATION 14C AND SCHEDULE 14C
The Securities and Exchange Commission (“Commission”) is submitting this Supporting Statement
to request approval from the Office of Management and Budget (“OMB”) (1) for the extension of the
existing collection of information (OMB Control No. 3235-0057) and (2) to designate OMB Control
No. 3235-0057 as a “common form” for purposes of Paperwork Reduction Act (“PRA”) submissions
because the Board of Governors of the Federal Reserve System uses this information collection (under
OMB Control No. 7100-0091).
A.

JUSTIFICATION

1.

Circumstances Making the Collection of Information Necessary

Section 14(c) of the Securities Exchange Act of 1934 (“Exchange Act”) gives the
Securities and Exchange Commission (“Commission”) authority to prescribe rules and
regulations, as necessary or appropriate in the public interest or for the protection of investors,
with respect to information that an issuer must provide to its relevant security holders in
connection with any meeting of such security holders. Regulation 14C (17 CFR 240.14c-1
through 14c-7) and Schedule 14C (17 CFR 240.14c-101) set forth the requirements for the
dissemination, content, and filing of the information statement required under Section 14(c).
2.

Propose and Use of the Information Collection

The purpose of Regulation 14C and Schedule 14C are to ensure that issuers that do not
solicit proxies or consents provide all relevant security holders with material information as
prescribed under the proxy rules.
3.

Consideration Given to Information Technology

Schedule 14C information is filed electronically with the Commission using the
Commission’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
4.

Duplication of Information
We are not aware of any rules that conflict with or substantially duplicate Schedule 14C.

5.

Reducing the Burden on Small Entities

Regulation 14C applies to all issuers including any small entities that have a class of
securities registered under Section 12 of the Exchange Act and are subject to the proxy rules.
This helps to ensure that all security holders, regardless of an issuer’s size, have access to the
material information that would be required under the proxy rules.

6.

Consequences of Not Conducting Collection

The Exchange Act’s objective of ensuring disclosure of material information to investors
in connection with meetings of security holders could not be met with less frequent collection of
this information.
7.

Special Circumstances
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

No comments were received 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
Schedule 14C is a public document.

11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be required
under this collection of information. The information collection collects basic Personally
Identifiable Information (PII) that may include name and job title. However, the agency has
determined that the information collection does not constitute a system of records 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 this collection of information. The EDGAR
PIA, published on March 6, 2025, 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
Regulation
14C and
Schedule
14C

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0057

354

39,756

For purposes of the PRA, we estimate that Schedule 14A takes approximately 149.74
hours per response to comply with the collection of information requirements and is filed
approximately once per year by 354 issuers, for a total of 354 responses annually (calculated
based on the average number of filings annually from 2023 to 2025). We further estimate that
75% of the collection of information burden is carried internally by the issuer and that 25% of
the burden of preparation is carried externally by outside professionals retained by the issuer.
Based on our estimates, we calculated the total annual reporting burden to be 39,756 hours
((75% x 149.74) x 354 responses).
For administrative convenience, the presentation of the totals related to the paperwork
burden hours have been rounded to the nearest whole number. The estimated burden hours are
made solely for the purpose of the PRA. We derived our burden hour estimates by estimating the
average number of hours it would take a respondent to compile the necessary information and
data, prepare and review disclosure, file documents and retain records. In connection with rule
amendments to Regulation 14C and Schedule 14C, 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 respondents based on the size and
complexity of their organization and the nature of their operations.
12.

Estimate of Total Annualized Cost Burden
Estimated Cost Burden
Information
Collection
Title
Regulation
14C and
Schedule
14C

OMB Control
Number

Number of
Responses

Cost
Burden

3235-0057

354

$7,951,194

As noted above, we estimate that 25% of the 149.74 hours per response is carried
externally by outside professionals retained by the respondent. We estimate that those outside
professionals will cost the respondent $600 per hour for a total annual cost burden of $7,951,194
((25% x 149.74 hours per response) x $600 per hour x 354 responses).

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The estimated hourly cost of $600 per hour is based on our consultations regarding
professionals who regularly assist with preparing and filing disclosure documents with the
Commission. Our estimates reflect average burdens, and therefore, some respondents may
experience costs in excess of our estimates, and some companies may experience costs that are
lower than our estimates. For administrative convenience, the paperwork cost burden has been
rounded to the nearest dollar. The cost burden estimate is made solely for the purpose of the
PRA.
14.

Costs to Federal Government

The SEC is in the process of revising its methodologies to estimate annualized costs to
the Federal government for all its relevant collections of information. The SEC anticipates that
future extensions of this collection of information will reflect the revised methodologies.
15.

Reason for Change in Burden
Summary of the Change in Burden Hours and Cost Burden
Annual No. of Responses

IC Title

Regulation
14C and
Schedule
14C

Annual Time Burden (Hours)

Annual Burden Cost Burden ($)

Previously
Approved

Requested

Change
In No. of
Responses

Previously
Approved

Requested

Change In
Burden Hours

Previously
Approved

Request
Cost
burden

Decrease
In
Cost
Burden

569

354

(215)

63,901

39,756

(24,145)

$8,520,944

$7,951,194

($569,750)

The decrease in total annual burden hours of 24,145 hours is due to a decrease in the
estimated number of annual responses (from 569 to 354). The decrease in total annual cost
burden of $569,750 is due to the estimated decrease in the number of responses, as offset by an
increase in the Commission’s estimate of the cost of outside professionals (from $400 per hour to
$600 per hour).
16.

Information Collection Planned for Statistical Purposes
The information collection is not planned for statistical purposes.

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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.

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