Je veux savoir à propos de…

68378

Federal Register / Vol. 86, No. 228 / Wednesday, December 1, 2021 / Rules and Regulations
regarding the effect of shareholder action to vote against, withhold or abstain and mandate that the appropriate voting option be listed on the proxy card. The changes in reporting requirements for soliciting parties are outlined in detail in Section I above.
Compliance with certain provisions of the amendments may require the use of professional skills, including legal skills.
These amendments are unlikely to impose significant recordkeeping requirements. We discuss the economic effects, including the estimated costs and burdens, of the final amendments on all registrants, including small entities, in Sections IV and V above.

lotter on DSK11XQN23PROD with RULES2

E. Agency Action To Minimize Effect on Small Entities The RFA directs us to consider alternatives that would accomplish our stated objectives, while minimizing any significant adverse impact on small entities. Accordingly, we considered the following alternatives:
Establishing different compliance or reporting requirements or timetables that take into account the resources available to small entities;
clarifying, consolidating, or simplifying compliance and reporting requirements under the rule for small entities;
using performance rather than design standards; and exempting small entities from all or part of the requirements.
The current proxy rules relating to election contests and the proxy rules generally do not impose different standards or requirements based on the size of the registrant or dissident. These rules contain both performance and design standards in order to achieve appropriate disclosure in the proxy voting process under the Exchange Act.431
The final amendments require very limited additional disclosure by either the registrant or the dissident, but do impose additional filing and solicitation requirements on dissidents and an obligation on both parties in an election contest to include the other sides nominees on their respective proxy cards and to notify the other party of the names of their respective director nominees.
The final amendments are intended to permit shareholders voting by proxy in an election contest to reflect their choices as they could if voting in person 431 For example, the proxy rules include filing deadlines and some required specific disclosure.
However, Schedule 14A generally permits parties to craft their disclosure as they deem appropriate.

VerDate Sep<11>2014

19:03 Nov 30, 2021

Jkt 256001

at a shareholder meeting. We believe the final amendments are equally appropriate for parties of all sizes engaged in an election contest because they facilitate the important objective of shareholder enfranchisement, which does not depend on the size of the soliciting party. For that reason, we are not adopting different compliance or reporting requirements or timetables for small entities, or an exception for small entities. Similarly, we believe that the final amendments do not need further clarification, consolidation, or simplification for small entities.
Finally, as with the current proxy rules, the final amendments include both performance and design standards.
In particular, the universal proxy card is subject to certain presentation and formatting requirements, but there is flexibility as to the exact design of the card within the guidelines established by the amendments.
VII. Statutory Authority We are adopting the rule amendments contained in this release under the authority set forth in Sections 14 and 23a of the Exchange Act.
List of Subjects in 17 CFR Part 240
Reporting and recordkeeping requirements, Securities.
In accordance with the foregoing, we are amending title 17, chapter II, of the Code of Federal Regulations as follows:

240.14a19 do not apply to the following:

240.14a3

Amended
3. Amend 240.14a3 as follows:
a. In paragraph a3i, remove the period at the end of the paragraph and add in its place ; or; and b. In paragraph a3ii, remove the semicolon and add a period in its place.
4. Amend 240.14a4 as follows:
a. Revise paragraph b2;
b. Remove the undesignated paragraph and instructions following paragraph b2;
c. Redesignate paragraph b3 as paragraph b5;
d. Add new paragraph b3, paragraph b4, and instruction 1 to paragraphs b2, 3, and 4;
e. Revise paragraphs c5 and d1;
f. In paragraph d2, remove the comma at the end of the paragraph and add a semicolon in its place;
g. In paragraph d3, add a semicolon before or at the end of the paragraph;
and h. Revise paragraph d4.
The revisions and additions read as follows:

240.14a4

Requirements as to proxy.

b
2 A form of proxy that provides for the election of directors shall set forth the names of persons nominated for PART 240GENERAL RULES AND
election as directors, including any REGULATIONS, SECURITIES
person whose nomination by a EXCHANGE ACT OF 1934
shareholder or shareholder group satisfies the requirements of an 1. The authority citation for part 240
applicable state or foreign law continues to read, in part, as follows:
provision, or a registrants governing documents as they relate to the Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z2, 77z3, 77eee, 77ggg, 77nnn, inclusion of shareholder director 77sss, 77ttt, 78c, 78c3, 78c5, 78d, 78e, 78f, nominees in the registrants proxy 78g, 78i, 78j, 78j1, 78k, 78k1, 78l, 78m, materials.
78n, 78n1, 78o, 78o4, 78o10, 78p, 78q, 3 Except as otherwise provided in 78q1, 78s, 78u5, 78w, 78x, 78dd, 78ll, 240.14a19, a form of proxy that 78mm, 80a20, 80a23, 80a29, 80a37, 80b 3, 80b4, 80b11, and 7201 et seq., and 8302; provides for the election of directors may provide a means for the security 7 U.S.C. 2c2E; 12 U.S.C. 5221e3; 18
U.S.C. 1350; Pub. L. 111203, 939A, 124 Stat. holder to grant authority to vote for the nominees set forth, as a group, provided 1376 2010; and Pub. L. 112106, sec. 503
and 602, 126 Stat. 326 2012, unless that there is a similar means for the otherwise noted.
security holder to withhold authority to vote for such group of nominees or,

when applicable state law gives legal 2. Amend 240.14a2 by revising effect to votes cast against a nominee, a paragraph b introductory text to read similar means for the security holder to as follows:
vote against such group of nominees 240.14a2 Solicitations to which and a means for security holders to 240.14a3 to 240.14a15 apply.
abstain from voting for such group of

nominees. Any such form of proxy which is executed by the security holder b Sections 240.14a3 through in such manner as not to withhold 240.14a6 other than 240.14a6g authority to vote for the election of any and p, 240.14a8, 240.14a10, nominee, or not to grant authority to 240.14a12 through 240.14a15, and
PO 00000

Frm 00050

Fmt 4701

Sfmt 4700

E:FRFM01DER2.SGM

01DER2