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.
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
The decrease of 162 reporting
burden hours is due to a decrease in the number of filings under
Rule 14f-1 with the Commission.
$131,724,880
No
Yes
No
No
No
No
No
Valian Afshar 202 551-3440
afsharv@sec.gov
Yes
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).
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:
(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;
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.
20250905_3235-0108_2025-17031_90 FR 43001_30-Day Submission Notice.pdf.pdf
Rule 14f-1 - Change in Majority of Directors