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OMB Control No: 3235-0059	ICR Reference No: 202003-3235-021
Status: Historical Inactive	Previous ICR Reference No: 201902-3235-032
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
OIRA Conclusion Action: Comment filed on proposed rule and continue	Conclusion Date: 07/16/2020
Retrieve Notice of Action (NOA)	Date Received in OIRA: 04/03/2020
Terms of Clearance: OMB files this comment in accordance with 5 CFR 1320.11( c ). This OMB action is not an approval to conduct or sponsor an information collection under the Paperwork Reduction Act of 1995. This action has no effect on any current approvals. If OMB has assigned this ICR a new OMB Control Number, the OMB Control Number will not appear in the active inventory. For future submissions of this information collection, reference the OMB Control Number provided. Pursuant to 5 CFR 1320.11(c), OMB files this comment on this information collection request (ICR). The agency shall examine public comment in response to the NPRM and will describe in the supporting statement of its next collection any public comments received regarding the collection as well as why (or why it did not) incorporate the commenter’s recommendation. The next submission to OMB must include the draft final rule.

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	05/31/2022	36 Months From Approved	05/31/2022
Responses	5,586	0	5,586
Time Burden (Hours)	551,101	0	551,101
Cost Burden (Dollars)	73,480,012	0	73,480,012

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: Yes

Burden Reduction Due to: Changing Regulations

Short Statement: The proposed amendments in Release No. 34-87458 would update the criteria, including the ownership requirements that a shareholder must satisfy to be eligible to require a company to include a proposal in its proxy statement. The Commission anticipates that, if adopted, the amendments would reduce the aggregate burdens and costs of affected parties complying with the relevant shareholder proposal requirements of Regulation 14A. In particular, the proposed amendments to Rule 14a-8(b) would: • Update the current requirement that a shareholder-proponent hold at least $2,000 or 1 percent of a company’s securities for at least one year to be eligible to submit a proposal. In addition to eliminating the 1 percent threshold, the proposal would amend the rule with the following three alternative thresholds, any one of which a shareholder could satisfy to be eligible to submit a proposal: o continuous ownership of at least $2,000 of the company’s securities for at least three years; o continuous ownership of at least $15,000 of the company’s securities for at least two years; or o continuous ownership of at least $25,000 of the company’s securities for at least one year. • Require that a shareholder-proponent 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 shareholder-proponent’s behalf and to provide a meaningful degree of assurance as to the shareholder-proponent’s identity, role and interest in a proposal that is submitted for inclusion in a company’s proxy statement; and • Require that each shareholder-proponent 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 business days and specific times that the shareholder-proponent is available to discuss the proposal with the company. The proposed amendment to Rule 14a-8(c) would: • Apply the one-proposal rule to “each person” rather than “each shareholder” who submits a proposal, such that a shareholder-proponent would 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 shareholder’s behalf for consideration at the same meeting. Likewise, a representative would 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. The proposed amendments to Rule 14a-8(i)(12) would: • Modernize the current resubmission thresholds of 3 percent, 6 percent and 10 percent for matters voted on once, twice or three or more times in the last five years, respectively, with thresholds of 5 percent, 15 percent and 25 percent, respectively; and • Add a new provision that would allow for exclusion of a proposal that has been previously voted on three or more times in the last five years, notwithstanding having received at least 25 percent of the votes cast on its most recent submission, if the proposal (i) received less than 50 percent of the votes cast and (ii) experienced a decline in shareholder support of 10 percent or more compared to the immediately preceding vote. For purposes of its Paper Reduction Act analysis, the Commission estimates that the proposed amendments to Regulation 14A would result in a net deduction of 28,027 burden hours and a net reduction $3,737,200 in outside professional costs.

View ICR - OIRA Conclusion