View Information Collection Request (ICR) Package
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Please note that the OMB number and expiration date may not have been determined when this Information Collection Request and associated Information Collection forms were submitted to OMB. The approved OMB number and expiration date may be found by clicking on the Notice of Action link below.
View ICR - OIRA Conclusion
OMB Control No:
3235-0108
ICR Reference No:
202506-3235-006
Status:
Active
Previous ICR Reference No:
202208-3235-020
Agency/Subagency:
SEC
Agency Tracking No:
CF
Title:
Rule 14f-1 - Change in Majority of Directors
Type of Information Collection:
Revision of a currently approved collection
Common Form ICR:
Yes
Type of Review Request:
Regular
OIRA Conclusion Action:
Approved with change
Conclusion Date:
12/09/2025
Retrieve Notice of Action (NOA)
Date Received in OIRA:
09/05/2025
Terms of Clearance:
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
Expiration Date
12/31/2028
36 Months From Approved
12/31/2025
Responses
21
0
30
Time Burden (Hours)
378
0
540
Cost Burden (Dollars)
0
0
0
Abstract:
Section 14(f) of the Securities Exchange Act of 1934 (the “Exchange Act”) 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 Commission’s 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 issuer’s 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 Commission’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) 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.
Authorizing Statute(s):
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
Citations for New Statutory Requirements:
None
Associated Rulemaking Information
RIN:
Stage of Rulemaking:
Federal Register Citation:
Date:
Not associated with rulemaking
Federal Register Notices & Comments
60-day Notice:
Federal Register Citation:
Citation Date:
90 FR 29596
07/03/2025
30-day Notice:
Federal Register Citation:
Citation Date:
90 FR 43001
09/05/2025
Did the Agency receive public comments on this ICR?
No
Number of Information Collection (IC) in this ICR:
1
IC Title
Form No.
Form Name
Rule 14f-1 - Change in Majority of Directors
ICR Summary of Burden
Total Approved
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
21
30
0
0
-9
0
Annual Time Burden (Hours)
378
540
0
0
-162
0
Annual Cost Burden (Dollars)
0
0
0
0
0
0
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:
No
Burden Reduction Due to:
Short Statement:
The decrease of 162 reporting burden hours is due to a decrease in the number of filings under Rule 14f-1 with the Commission.
Annual Cost to Federal Government:
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
Agency Contact:
Valian Afshar 202 551-3440 afsharv@sec.gov
Common Form ICR:
Yes
Description/Changes for Common Form Usage:
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. 3235-0108) and (2) to designate OMB Control No. 3235-0108 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).
Approved RCFs using this ICR
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:
(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:
09/05/2025
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