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Federal Register / Vol. 86, No. 228 / Wednesday, December 1, 2021 / Rules and Regulations candidates names on ballots can affect voting outcomes.408
One commenter raised a concern that the presentation and formatting requirements we are adopting do not adequately address the risk that a shareholder who returns a paper universal proxy card may inadvertently vote for more nominees than are up for election, resulting in all of that shareholders votes being wholly invalidated.409 We disagree with this assessment and think that we are adequately addressing this risk in the final amendments by requiring prominent disclosure in the proxy card regarding the effect and treatment of the proxy in such cases.
Some commenters argued for more standardization of the universal proxy, including some that wanted a requirement for identical proxy cards.410 We acknowledge that further standardization may come with some added incremental benefits in terms of reducing potential confusion and potential gamesmanship. However, we think the requirements we are adopting strike a good balance by promoting clarity and fairness of the presentation while preserving some flexibility in design choices for registrants and dissidents, who may have particular views on what they think is an effective presentation of their proxy cards and therefore may experience some costs from an overly prescriptive approach.
In the Proposing Release we also considered alternatives that would provide for more flexibility in presentation and formatting of the universal proxy card.411 We have received little support by commenters for such approaches and our original assessments of these alternatives stand.
c. Voting Standards Disclosure and Voting Options The final amendments require certain disclosures with respect to voting options and voting standards in proxy statements, which would also apply to funds. We expect that the costs to registrants of such additional disclosures will be minimal. In particular, as discussed below, even though we expect registrants may need to update certain standardized portions of their proxy statements and proxy
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408 See,
e.g., Joanne Miller & Jon Krosnick, The Impact of Candidate Name Order on Election Outcomes, 62 Pub. Opinion Q. 291 1998; David Brockington, A Low Information Theory of Ballot Position Effect, 25 Pol. Behav. 1 2003; Jonathan G.S. Koppell & Jennifer A. Steen, The Effects of Ballot Placement on Election Outcomes, 66 J. Pol.
267 2004.
409 See letter from BR.
410 See supra Section II.G.2.
411 See Section IV.D.5.b of the Proposing Release.

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cards, many of those disclosures, once revised, are not likely to require significant revision from year to year, and for the purpose of the Paperwork Reduction Act of 1995 PRA, we estimate the average burden per affected registrant to be 10 minutes.412 To the extent that such disclosures reduce shareholder uncertainty or confusion as to the effect of their votes, the efficiency of the voting process may be improved.
However, we do not anticipate significant changes in voting outcomes or corporate decisions as a result of these disclosures.
V. Paperwork Reduction Act A. Summary of the Collection of Information Certain provisions of our rules, schedules, and forms affected by the amendments contain collection of information requirements within the meaning of the PRA.413 The Commission published a notice requesting comment on changes to these collection of information requirements in the Proposing Release and submitted these requirements to the Office of Management and Budget OMB for review in accordance with the PRA.414
While several commenters provided comments on the potential costs of the Proposed Rules, no commenters specifically addressed our PRA
analysis.415
The hours and costs associated with preparing, filing, and distributing the schedules and forms constitute reporting and cost burdens imposed by each collection of information. An agency may not conduct or sponsor, and a person is not required to comply with, a collection of information unless it displays a currently valid OMB control number. Compliance with the information collections is mandatory.
Responses to the information collections are not confidential and there is no mandatory retention period for the information disclosed. The titles for the affected collections of information are:
1 Regulation 14A Commission Rules 14a1 through 14a21 and Schedule 14A OMB Control No. 3235
0059; and 2 17 CFR 270.20a1 Rule 20a1
under the Investment Company Act of 1940, Solicitations of Proxies, Consents, and Authorizations OMB
Control No. 32350158.
The Commission adopted Regulation 14A pursuant to the Exchange Act and Rule 20a1 pursuant to the Investment 412 See
infra Section V.C.
U.S.C. 3501 et seq.
414 44 U.S.C. 3507d; 5 CFR 1320.11.
415 See supra Section II.
413 44

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Company Act. These rules set forth the disclosure and other requirements for proxy statements filed by soliciting parties to help investors make informed investment and voting decisions.
A description of the final amendments, including the need for the information and its use, as well as a description of the likely respondents, can be found in Section II above, and a discussion of the expected economic effects of the final amendments can be found in Section IV above.
B. Effect of the Final Amendments on Existing Collections of Information For operating companies, the amendments revise the consent required of a bona fide nominee, eliminate the short slate rule, and establish new procedures for the solicitation of proxies, the preparation and use of proxy cards, and the dissemination of information about all director nominees in contested elections.416 The amendments will affect the collection of information requirements of soliciting parties by requiring the use of a universal proxy card in all non-exempt solicitations in connection with contested elections. They will also establish requirements for universal proxy cards, including specified formatting and presentation mandates.
The amendments require all parties to refer shareholders to the other partys proxy statement for information about the other partys nominees and explain that shareholders can access the other partys proxy statement on the Commissions website. In addition, the amendments require dissidents in election contests to provide a notice of intent to solicit and a list of their nominees to the registrant and they eliminate the ability of dissidents to round out their slate with registrant nominees through use of the short slate rule. The amendments further establish filing deadlines for a dissidents definitive proxy statement and require dissidents to solicit at least 67% of the voting power of shares entitled to vote on the election of directors. These requirements for contested elections do not meaningfully impact the reporting and cost burden associated with the collection of information.417
416 These
amendments do not apply to funds.
current proxy rules do not prescribe a minimum solicitation requirement for either registrants or dissidents; however, customary practice has been for soliciting parties to solicit more than 67% of the voting power of shares entitled to vote on the election of directors because either, in the case of a registrant, it wishes to meet notice, informational and quorum requirements for the annual meeting, or, in the case of a dissident, such solicitation is necessary in order to 417 Our
Continued
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