Emergency Memorandum for Regulation 14C and Schedule 14C

M E M O R A N D U M

To

:

From :

Dominic Mancini
Deputy Director Office of Information and Regulatory Affairs
Office of Management and Budget
signed by DAVID BOTTOM
DAVID BOTTOM Digitally
Date: 2022.07.19 15:18:04 -04'00'

David L. Bottom
Office of Information Technology
Securities and Exchange Commission

Re
:
Emergency Consideration for OMB 3235-0057
________________________________________________________________________
The Division of Corporation Finance is requesting emergency consideration for OMB 3235-0057
in connection with Adopting Release 33-10825. On August 8, 2019, the Commission proposed
amendments to modernize Items 101, 103, and 105 of Regulation S-K in Proposing Release 3310668. Regulation S-K sets forth standard disclosure requirements applicable to the content of
the non-financial statement portions of filings under the Securities Act of 1933 and the Securities
Exchange Act of 1934. Item 101 of Regulation S-K requires a description of a company’s
business including its operating subsidiaries and organizational structure. Item 103 of Regulation
S-K requires a company to disclose material pending legal proceedings, other than ordinary
routine litigation incidental to the business, or any known contemplated proceedings by
governmental authorities to which the company, any subsidiary or properties are subject. Item
105 requires a company to provide a concise description of the most significant factors that make
an investment in the company and its securities speculative or risky.
Schedule 14A sets forth the information required to be included in a proxy statement as well as
requirements relating to the form of proxy. Schedule 14A requires, among other things,
disclosures under Items 101 and 103 of Regulation S-K. Schedule 14C requires companies that
proposes to request shareholder action, but that are not soliciting proxies from shareholders, to
provide, among other things, the same information required by Items 101 and 103 of Regulation
S-K. In Proposing Release 33-10668, the Commission discussed the information collection
burden of the amendments to Items 101 and 103 for Schedule 14A but inadvertently omitted a
corresponding discussion for Schedule 14C. The Commission included Schedule 14C in
Adopting Release 33-10825. In doing so, the Commission determined that re-proposing the
amendments was unnecessary before adoption, in view of the scope of the request for comment
in Proposing Release 33-10668 and the identical nature and scope of the information collection
burden to Schedule 14C.
Thank you for considering this request.