Regulation 14C (Commission Rules 14c-1 through 14c-7 and Schedule 14C)

Forms and Documents

Document Name	Status
Supporting Statement PDE Final Release - Jan 28 2010.doc Supporting Statement A	2010-02-16

IC Document Collections

IC ID	Document Title	Status
34157	Regulation 14C (Commission Rules 14c-1 through 14c-7 and Schedule 14C)	Modified

ICR Details

OMB Control No: 3235-0057	ICR Reference No: 201002-3235-012
Status: Historical Active	Previous ICR Reference No: 200701-3235-041
Agency/Subagency: SEC	Agency Tracking No: CF 270-57
Title: Regulation 14C (Commission Rules 14c-1 through 14c-7 and Schedule 14C)
Type of Information Collection: Revision of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular
OIRA Conclusion Action: Approved without change	Conclusion Date: 02/22/2010
	Date Received in OIRA: 02/17/2010
Terms of Clearance:

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	02/28/2013	36 Months From Approved	02/28/2010
Responses	680	0	680
Time Burden (Hours)	62,897	0	52,337
Cost Burden (Dollars)	7,359,639	0	5,951,639

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Abstract: Schedule 14C is filed by issuers of securities that are registered under Section 12 of the Securities Exchange Act of 1934 in connection with a consent solicitation.

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Authorizing Statute(s): US Code: 15 USC 78l, 78m, 78n, 78o(d), 78w(a) Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 80a-8, 80a-20(a), 80a-24(a) Name of Law: Investment Company Act of 1940
   US Code: 15 USC 80a-29, 80a-38 Name of Law: Investment Company Act of 1940
   US Code: 15 USC 77c(b), 77e, 77f, 77s(a) Name of Law: Securities Act of 1933
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AK28	Final or interim final rulemaking	74 FR 68334	12/23/2009

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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 14C (Commission Rules 14c-1 through 14c-7 and Schedule 14C)

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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	680	680	0	0	0	0
Annual Time Burden (Hours)	62,897	52,337	0	10,560	0	0
Annual Cost Burden (Dollars)	7,359,639	5,951,639	0	1,408,000	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: We anticipate that the amendments will increase the burdens and costs for U.S. companies. The amendments will increase existing burdens by requiring companies to make additional disclosures about their compensation policies and its impact on risk taking; stock and option awards of executives and directors; director and nominee qualifications and legal proceedings; company leadership structure; the board’s role in the risk oversight process; and potential conflicts of interest of compensation consultants that advise companies. In addition, the amendments transfer from Forms 10-Q and 10-K to Form 8-K the requirement to disclose the voting results from a meeting of shareholders. We anticipate this change will reduce the disclosure burdens for Form 10-Q. With respect to reporting companies (other than registered management investment companies), all of the new disclosure will be required in Schedules 14A and 14C, however, not all of the disclosure requirements will be required in Forms 10, 10-K, S-1, S-4 and S-11. With respect to Schedule14C we estimate an increase of 10,560 burden hours and an increase of $1,408,000 in cost burden.

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Annual Cost to Federal Government: $75,000

Does this IC contain surveys, censuses, or employ statistical methods? No

Is the Supporting Statement intended to be a Privacy Impact Assessment required by the E-Government Act of 2002? No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? Uncollected

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? Uncollected

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? Uncollected

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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: 02/17/2010

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