Regulation 14A (Commission Rules 14a-1 through 14a-21 and Schedule 14A)

Forms and Documents

Document Name	Status
MDA Proposal - Supporting Statement.Final.pdf Supporting Statement A	2021-11-12
February 5, 2020 EDAGR PIA.pdf Supplementary Document	2021-09-13

IC Document Collections

IC ID	Document Title	Status
34178	Regulation 14A (Commission Rules 14a-1 through 14a-21 and Schedule 14A)	Modified

ICR Details

OMB Control No: 3235-0059	ICR Reference No: 202109-3235-006
Status: Received in OIRA	Previous ICR Reference No: 202104-3235-017
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	Date Submitted to OIRA: 11/15/2021

	Requested	Previously Approved
Expiration Date	36 Months From Approved	07/31/2024
Responses	6,369	6,369
Time Burden (Hours)	774,246	777,590
Cost Burden (Dollars)	103,233,112	103,678,712

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

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Authorizing Statute(s): US Code: 15 USC 77g, 77j, 77s(a), 77z-3 Name of Law: Securities Act of 1933
   US Code: 15 USC 78c(b), 78l, 78m, 78n, 78w(a) Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 78mm Name of Law: Securities Exchange Act of 1934
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AM48	Proposed rulemaking	85 FR 12068	02/28/2020

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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 14A (Commission Rules 14a-1 through 14a-21 and Schedule 14A)

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ICR Summary of Burden

	Total Request	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	6,369	6,369	0	0	0	0
Annual Time Burden (Hours)	774,246	777,590	0	-3,344	0	0
Annual Cost Burden (Dollars)	103,233,112	103,678,712	0	-445,600	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: Yes

Burden Reduction Due to: Changing Regulations

Short Statement: The proposals are intended to modernize, simplify and enhance certain financial disclosure requirements. The proposals are also intended to eliminate duplicative disclosures and modernize and enhance MD&A disclosure for the benefit of investors, while simplifying compliance efforts for registrants. We anticipate that the proposals would, in the aggregate, reduce the burdens and costs to registrants associated with compliance with the federal securities disclosure regime. These estimated burden and cost reductions are expected to result primarily from proposals to (i) eliminate disclosure of five years of selected financial data; (ii) eliminate disclosure of two years of supplementary quarterly financial data; and (iii) revise the interim MD&A requirement to allow for more flexibility. For purposes of the PRA, we estimate that the proposals to Schedule 14A will result in a net decrease of 3,344 burden hours and a net decrease in the cost burden of $445,600 for the services of outside professionals.

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Annual Cost to Federal Government: $103,479,690

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

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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: 11/15/2021

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