Animal and Plant Health Inspection Service
International Trade Administration
National Oceanic and Atmospheric Administration
Federal Energy Regulatory Commission
Centers for Disease Control and Prevention
Food and Drug Administration
Health Resources and Services Administration
National Institutes of Health
Coast Guard
Drug Enforcement Administration
Mine Safety and Health Administration
Occupational Safety and Health Administration
Wage and Hour Division
Federal Aviation Administration
National Highway Traffic Safety Administration
Pipeline and Hazardous Materials Safety Administration
Consult the Reader Aids section at the end of this issue for phone numbers, online resources, finding aids, and notice of recently enacted public laws.
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Drug Enforcement Administration, Department of Justice.
Final rule.
With the issuance of this final rule, the Drug Enforcement Administration places the substance diphenidine (1-(1,2-diphenylethyl)piperidine), including its salts, isomers, and salts of isomers whenever the existence of such salts, isomers, and salts of isomers is possible, in schedule I of the Controlled Substances Act. This action is being taken, in part, to enable the United States to meet its obligations under the 1971 Convention on Psychotropic Substances. This action imposes the regulatory controls and administrative, civil, and criminal sanctions applicable to schedule I controlled substances on persons who handle (manufacture, distribute, reverse distribute, import, export, engage in research, conduct instructional activities or chemical analysis with, or possess) or propose to handle diphenidine.
Dr. Terrence L. Boos, Drug and Chemical Evaluation Section, Diversion Control Division, Drug Enforcement Administration; Telephone: (571) 362-3249.
In this final rule, the Drug Enforcement Administration (DEA) permanently schedules diphenidine (1-(1,2-diphenylethyl)piperidine) in schedule I of the Controlled Substances Act (CSA), including its salts, isomers, and salts of isomers whenever the existence of such salts, isomers, and salts of isomers is possible within the specific chemical designation.
The United States is a party to the 1971 United Nations Convention on Psychotropic Substances (1971 Convention), Feb. 21, 1971, 32 U.S.T. 543, 1019 U.N.T.S. 175, as amended. Procedures respecting changes in drug schedules under the 1971 Convention are governed domestically by 21 U.S.C. 811(d)(2)-(4). When the United States receives notification of a scheduling decision pursuant to Article 2 of the 1971 Convention indicating that a drug or other substance has been added to a schedule specified in the notification, the Secretary of Health and Human Services (Secretary),
Pursuant to 21 U.S.C. 811(a)(1) and (2), the Attorney General (as delegated to the Administrator of DEA pursuant to 28 CFR 0.100) may, by rule, and upon the recommendation of the Secretary, add to such a schedule or transfer between such schedules any drug or other substance, if he finds that such drug or other substance has a potential for abuse, and makes with respect to such drug or other substance the findings prescribed by 21 U.S.C. 812(b) for the schedule in which such drug or other substance is to be placed.
Diphenidine (1-(1,2-diphenylethyl)piperidine) is a dissociative hallucinogen of the 1,2-diarylethylamine class that has been identified in the United States' illicit drug market. It was first synthesized in 1924 but not encountered for recreational use until 2014. Diphenidine has no approved medical use in the United States.
On June 10, 2021, the Secretary-General of the United Nations advised the Secretary of State of the United States that the Commission on Narcotic Drugs (CND), during its 64th Session in April 2021, voted to place diphenidine in Schedule II of the 1971 Convention (CND Decision 64/5). As a signatory to the 1971 Convention, the United States is required, by scheduling under the CSA, to place appropriate controls on diphenidine to meet the minimum requirements of the treaty.
Because the procedures in 21 U.S.C. 811(d)(3) and (4) for consultation and issuance of a temporary order for diphenidine, discussed in the above legal authority section, were not followed, DEA is utilizing the procedures for permanent scheduling set forth in 21 U.S.C. 811(a) and (b) to control diphenidine. Such scheduling would satisfy the United States' international obligations.
On November 26, 2022, in accordance with 21 U.S.C. 811(b), and in response to DEA's January 24, 2022, request, the Department of Health and Human Services (HHS) provided to DEA a scientific and medical evaluation and scheduling recommendation for diphenidine. DEA reviewed the scientific and medical evaluation and scheduling recommendation for schedule I placement provided by HHS, and all other relevant data, pursuant to 21 U.S.C. 811(b) and (c), and conducted its own analysis under the eight factors stipulated in 21 U.S.C. 811(c). DEA found, under 21 U.S.C. 812(b)(1), that this substance warrants control in schedule I. Both DEA's and HHS' Eight-Factor analyses are available in their entirety under the tab Supporting Documents of the public docket for this action at
On May 26, 2026, DEA published a notice of proposed rulemaking (NPRM) to permanently control diphenidine in schedule I.
DEA received two comments from individuals in response to the NPRM for the placement of diphenidine into schedule I of the CSA. One commenter supported the placement of diphenidine in schedule I of the CSA, whereas the second commenter was against the placement of diphenidine in schedule I of the CSA.
After consideration of the public comments, the scientific and medical evaluation and accompanying scheduling recommendations from HHS, and its own eight-factor evaluation, DEA finds that these facts and all relevant data constitute substantial evidence of potential for abuse of diphenidine. As such, DEA is permanently scheduling diphenidine as a controlled substance under schedule I of the CSA. The permanent scheduling of diphenidine fulfills the United States' obligations as a party to the 1971 Convention.
The CSA establishes five schedules of controlled substances known as schedules I, II, III, IV, and V. The CSA also outlines the findings required to place a drug or other substance in any particular schedule, per 21 U.S.C. 812(b). After consideration of the analysis and recommendation of the then-Assistant Secretary for Health of HHS and review of all other available data, the Administrator of DEA, pursuant to 21 U.S.C. 812(b)(1), finds that:
(1) Diphenidine's pharmacological profile, including its high binding affinity and function as an antagonist at the
(2) Diphenidine is not legally marketed in the United States. As noted in the HHS's review, diphenidine is not FDA-approved for any indication. There are no known medically approved uses worldwide at this time. There is no evidence that diphenidine has a currently accepted medical use in treatment in the United States.
(3) Because diphenidine has no approved medical use and has not been thoroughly investigated as a new drug, its safety for use under medical supervision is not determined. Thus, there is a lack of accepted safety for use of this substance under medical supervision.
Based on these findings, the Administrator of DEA concludes that diphenidine, as well as its salts, isomers, and salts of isomers whenever the existence of such salts, isomers, and salts of isomers is possible, warrants control in schedule I of the CSA.
Diphenidine is subject to the CSA's schedule I regulatory controls and administrative, civil, and criminal sanctions applicable to the manufacture, distribution, reverse distribution, import, export, engagement in research, conduct instructional activities or chemical analysis with, and possession of, schedule I controlled substances, including the following:
Any person who currently handles diphenidine and is not registered with DEA must submit an application for registration and may not continue to handle diphenidine, unless DEA has approved that application for registration pursuant to 21 U.S.C. 822, 823, 957, 958, and in accordance with 21 CFR parts 1301 and 1312.
Notwithstanding the foregoing, pursuant to 21 U.S.C. 822(h), if, on October 21, 2026, a person is conducting research on diphenidine and is already registered to conduct research with another controlled substance in schedule I, the person may continue to conduct research on diphenidine if they submit a completed application for registration or modification of existing registration, as applicable, to conduct research with diphenidine not later than 90 calendar days after the date of effectuation of the final rule. The person may continue to conduct such research until the person withdraws the application or the Administrator serves on the person an order to show cause proposing denial of the application pursuant to 21 U.S.C. 824(c) and in accordance with 21 CFR 1301.37. If the Administrator serves an order to show cause proposing denial of the application or modification, the person may not continue to conduct research with diphenidine and may not receive or otherwise obtain additional diphenidine. If an order to show cause is served and the person requests a hearing in accordance with 21 CFR 1301.37(d), the hearing shall be held in accordance with 21 CFR 1301.41-1301.46 on an expedited basis and not later than 45 calendar days after the request is made, except that the hearing may be held at a later time if so requested by the person. If the person sends a copy of the application to a manufacturer or distributor of diphenidine, receipt of the copy by the manufacturer or distributor constitutes sufficient evidence that the person is authorized to receive diphenidine pursuant to 21 U.S.C. 822(h)(4). Continuation of research under 21 U.S.C. 822(h) does not authorize any other handling (
Retail sales of schedule I controlled substances to the general public are not allowed under the CSA. Possession of any quantity in a manner not authorized by the CSA is unlawful and those in possession of any quantity may be subject to prosecution pursuant to the CSA.
Any person who registers with DEA must take an initial inventory of all stocks of controlled substances (including diphenidine) on hand on the date the registrant first engages in the handling of controlled substances, pursuant to 21 U.S.C. 827 and 958, and in accordance with 21 CFR 1304.03, 1304.04, and 1304.11(a) and (b).
After the initial inventory, every DEA registrant must take an inventory of all controlled substances (including diphenidine) on hand every two years, pursuant to 21 U.S.C. 827 and 958(e), and in accordance with 21 CFR 1304.03, 1304.04, and 1304.11.
In accordance with 21 U.S.C. 811(a), this final scheduling action is subject to formal rulemaking procedures performed “on the record after opportunity for a hearing,” which are conducted pursuant to the provisions of 5 U.S.C. 556 and 557. The CSA sets forth the procedures and criteria for scheduling a drug or other substance. Such actions are exempt from review by the Office of Management and Budget (OMB) pursuant to section 3(d)(1) of Executive Order (E.O.) 12866 and the principles reaffirmed in E.O. 13563. DEA scheduling actions promulgated by formal rulemaking are not regulatory actions under E.O. 14192, Unleashing Prosperity Through Deregulation, and are not subject to E.O. 14294, Overcriminalization of Federal Regulations.
This regulation meets the applicable standards set forth in sections 3(a) and
This rulemaking does not have federalism implications warranting the application of E.O. 13132. The rule does not have substantial direct effects on the states, on the relationship between the National Government and the States, or on the distribution of power and responsibilities among the various levels of government.
This rule does not have Tribal implications warranting the application of E.O. 13175. It does not have substantial direct effects on one or more Indian tribes, on the relationship between the Federal Government and Indian tribes, or on the distribution of power and responsibilities between the Federal Government and Indian tribes.
The Administrator of DEA, in accordance with the Regulatory Flexibility Act, 5 U.S.C. 601 through 612, has reviewed this final rule, and by approving it, certifies that it will not have a significant economic impact on a substantial number of small entities.
DEA is placing the substance diphenidine (chemical name: 1-(1,2-diphenylethyl)piperidine), including its salts, isomers, and salts of isomers, in schedule I of the CSA to enable the United States to meet its obligations under the 1971 Convention. This action imposes the regulatory controls and administrative, civil, and criminal sanctions applicable to schedule I controlled substances on persons who handle (manufacture, distribute, reverse distribute, import, export, engage in research, conduct instructional activities or chemical analysis with, or possess) or propose to handle diphenidine.
Based on the review of HHS's scientific and medical evaluation and all other relevant data, DEA determined that diphenidine has high potential for abuse, has no currently accepted medical use in treatment in the United States, and lacks accepted safety for use under medical supervision. There appear to be no legitimate sources for diphenidine as a marketed drug in the United States, but DEA notes that this substance is available for purchase from legitimate suppliers for scientific research. There is no evidence of significant diversion of diphenidine from legitimate suppliers. Therefore, this final rule will not have a significant economic impact on a substantial number of small entities.
This rule would require compliance with the following existing OMB collections: 1117-0003, 1117-0004, 1117-0006, 1117-0008, 1117-0009, 1117-0010, 1117-0012, 1117-0014, 1117-0021, and 1117-0056. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number.
In accordance with the Unfunded Mandates Reform Act (UMRA) of 1995, 2 U.S.C. 1532, DEA has determined that this action would not result in any Federal mandate that may result “in the expenditure by State, local, and Tribal governments, in the aggregate, or by the private sector, of $100,000,000 or more (adjusted annually for inflation) in any 1 year . . . .” Therefore, neither a Small Government Agency Plan nor any other action is required under UMRA of 1995.
The Office of Information and Regulatory Affairs has determined that this rule is not a major rule as defined by the Congressional Review Act (CRA), 5 U.S.C. 804. However, pursuant to the CRA, DEA is submitting a copy of this rule to both Houses of Congress and to the Comptroller General.
Administrative practice and procedure, Drug traffic control, Reporting and recordkeeping requirements.
For the reasons set out above, DEA amends 21 CFR part 1308 as follows:
21 U.S.C. 811, 812, 871(b), 956(b), unless otherwise noted.
(d) * * *
This document of the Drug Enforcement Administration was signed on September 11, 2026, by DEA Administrator Terrance C. Cole. That document with the original signature and date is maintained by DEA. For administrative purposes only, and in compliance with requirements of the Office of the Federal Register, the undersigned DEA Federal Register Liaison Officer has been authorized to sign and submit the document in electronic format for publication, as an official document of DEA. This administrative process in no way alters the legal effect of this document upon publication in the
Department of State.
Final rule.
The Department of State revises its regulations governing the availability to the public of information that is under the control of the
The rule is in effect on October 21, 2026.
Susan Weetman, FOIA Public Liaison, Information Access Programs Directorate, U.S. Department of State,
This final rule implements the Freedom of Information Act (FOIA) Improvement Act of 2016, Public Law 114-185, and updates the Department's FOIA regulations at 22 CFR part 171. The following is a summary of the substantive changes.
The final rule, in § 171.4(a)(1), encourages the public to search the agency's FOIA Library to determine whether the records they seek are already publicly available prior to submitting a request. Due to the Department's release-to-one, release-to-all policy, in many cases this provision would enable the public to locate records immediately and without the need to file a FOIA request.
The final rule, in § 171.4(a)(2) and § 171.15(a)(2) and (3), directs the public to the agency's FOIA web page for the list of components accepting FOIA requests, administrative appeals, and the corresponding contact information. This will enable the Department to more easily keep component contact information up to date.
The final rule, in § 171.4(a)(2), provides updated procedures for submitting FOIA requests to the Department. Specifically, the Department will only accept electronic FOIA and Privacy Act request submissions for the Information Access Programs Directorate and the Directorate for Passport Services via
The final rule, in § 171.4(b), simplifies and consolidates the procedures for reasonably describing records sought; for example, what information should be provided when requesting visa records. This update aims to increase efficiency in processing requests by reducing the need to manually enter data into the Department's case management system and reduce the need to request information that is often missing from submissions.
The final rule, in § 171.11(a), removes redundant information regarding IAP's role in making initial determinations.
Subpart C contains the rule's Privacy Act provisions. The final rule, in § 171.22(c) and (e), clarifies the methods used to verify identity for first-party information or a third party's information requests. The rule consolidates these requirements in this section that were previously repeated or spread across several subsections. The final change aims to make it easier for requesters to understand what information is required to verify their identity and how this information can be submitted. This update will minimize the number of requests that do not include proper verification of identity and increase the number of properly verified first and third-party requests the Department receives and reduce the administrative burden on the agency of following up with requesters that have not properly verified their identity.
In § 171.26(a), the final rule updates the list of SORNS and exemptions.
Finally, the final rule makes numerous minor changes throughout, to update references to the Office of Information Programs and Services to Information Access Programs Directorate.
This rulemaking is exempt from notice and comment procedures under the provisions of 5 U.S.C. 553(b), since it is related to Department organization, procedure, and practice.
The Department of State, in accordance with the Regulatory Flexibility Act, 5 U.S.C. 605(b), has reviewed this regulation and, by approving it, certifies that this rule will not have a significant economic impact on a substantial number of small entities.
This rule will not result in the expenditure by State, local, and tribal governments, in the aggregate, or by the private sector, of $100 million or more in any year, and it will not significantly or uniquely affect small governments. Therefore, no actions were deemed necessary under the provisions of the Unfunded Mandates Reform Act of 1995.
The Department has reviewed this regulation in light of Executive Order 12988 to eliminate ambiguity, minimize litigation, establish clear legal standards, and reduce burden.
This regulation will not have substantial direct effects on the States, on the relationship between the national government and the States, or on the distribution of power and responsibilities among the various levels of government. Therefore, in accordance with Executive Order 13132, it is determined that this rule does not have sufficient federalism implications to require consultations or warrant the preparation of a federalism summary impact statement. The regulations implementing Executive Order 12372 regarding intergovernmental consultation on Federal programs and activities do not apply to this regulation.
The Department has determined that this rulemaking will not have tribal implications, will not impose substantial direct compliance costs on Indian tribal governments, and will not pre-empt tribal law. Accordingly, the requirements of Executive Order 13175 do not apply to this rulemaking.
The Department has considered this rule in light of these Executive Orders and affirms that this regulation is consistent with the guidance therein. The benefits of this rulemaking for the public include, but are not limited to, providing an up-to-date procedure for requesting information from the Department that is consistent with the FOIA Improvement Act of 2016. The Department is aware of no more than a minimal cost to the public from this rulemaking. The Office of Information and Regulatory Affairs has not designated this rule as “significant” within the meaning of E.O. 12866.
Since this rule was not deemed “significant” under Executive Order 12866, it is not subject to the provisions of Executive Order 14192.
This rule does not impose or revise any reporting or recordkeeping requirements subject to the Paperwork Reduction Act, 44 U.S.C. Chapter 35.
Administrative practice and procedure, Freedom of information, Privacy.
Accordingly, for the reasons set forth in the preamble, the State Department amends 22 CFR part 171 as follows:
22 U.S.C. 2651a; 5 U.S.C. 552, 552a; E.O. 12600 (52 FR 23781); Pub. L. 114-185; Pub. L. 95-521, 92 Stat. 1824 (codified as amended at 5 U.S.C. Ch. 131); 5 CFR part 2634.
(b) * * *
Most of the records maintained by the Department pertain to the formulation and execution of U.S. foreign policy. The Department also maintains certain records that pertain to individuals, such as applications for U.S. passports issued from March 1925 to present, applications for U.S. visas, records on consular assistance given abroad by U.S. Foreign Service posts to U.S. citizens and lawful permanent residents, and records on Department employees. Further information on the types of records maintained by the Department may be obtained by reviewing the Department's records disposition schedules, which are available on the Department's FOIA website at
(a)
(2) Requests for records made in accordance with this part must be made in writing via the Department's FOIA website (
(3) Requesters must provide contact information, such as their phone number, email address, and/or mailing address, to assist the Department in communicating with them and providing released records.
(4) Requests for records of the OIG must be made in writing via the National FOIA Portal (
(5) The requester should provide the specific citation to the authority under which he or she is requesting information (
(b)
(c)
(1) The Freedom of Information Act applies to requests for records concerning the general activities of government and of the Department in particular (see subpart B of this part).
(2) The Privacy Act applies to requests from U.S. citizens or lawful permanent residents for records about them that are maintained by the Department in a system of records retrievable by the individual's name or personal identifier (see subpart C of this part).
(3) Requests made by individuals for records about themselves under the Privacy Act of 1974, 5 U.S.C. 552a, are processed in accordance with the Department's Privacy Act regulations in subpart C, as well as under this subpart. Information in such records will be withheld only if it is exempt from access under both laws; if the information is exempt under only one of the laws, it will be released. Responsive records that are not maintained in a Privacy Act system of records are processed only under the FOIA.
(4) A requester who requests records about himself or herself must comply with the verification of identity requirements as set forth in § 171.22 of Subpart C (the Privacy Act Provisions) of this part in order for the request to be processed.
The Department ordinarily transfers records designated as historically significant to the National Archives when they are 25 years old. Accordingly, requests for some
The revisions read as follows:
(b)
(d) * * *
(3) * * * The release determination for the record that is the subject of such coordination will be conveyed to the requester by the component that originally received the request.
The revision reads as follows:
(d) * * *
(2) A request for expedited processing may be made at the time of the initial request for records or at any later time. When making a request for expedited processing of an administrative appeal, the request must be submitted to A/SKS/IAP, or OIG in the case of appeals of OIG decisions (see § 171.15). A Department component that receives a misdirected request for expedited processing must forward it promptly to the correct component responsible for receiving requests for its determination.
The revision reads as follows:
(e) * * * Adverse determinations, or denials of requests, include but are not limited to decisions that: the requested record is exempt from disclosure, in whole or in part; the request does not reasonably describe the records sought; the information requested is not a record subject to the FOIA; the requested record does not exist, cannot be located, or has been destroyed; or the requested record is not readily reproducible in the form or format sought by the requester. * * *
(a) * * *
(2) To appeal any adverse determinations made by a component other than OIG, requesters must submit an administrative appeal to the A/SKS/IAP FOIA Appeals Office by email to
(3) To appeal any adverse determinations made by OIG, requesters must submit an administrative appeal to OIG via email to
(4) To appeal any adverse determinations made by the FSGB, requesters must submit an administrative appeal to A/SKS/IAP using the methods listed above in paragraph (2). A/SKS/IAP will assign a tracking number to the appeal and forward it to the FSGB, which is an independent body, for adjudication.
(b) * * *
(1) The A/SKS/IAP/LA Director or designee will act on behalf of the Assistant Secretary for Administration on all appeals of A/SKS/IAP FOIA determinations under this section. Likewise, the General Counsel of OIG or his/her designee will act on behalf of the Inspector General on all appeals of OIG FOIA determinations under this section.
(a)
(b)
(c)
(d)
(e)
(1)
(i) The identity of the individual who is the subject of the records, by stating the name, current address, date and place of birth;
(ii) The requester's own identity, as required in paragraph (c) of this section;
(iii) That the requester is the parent of that individual, which the requester may prove by providing a copy of the individual's birth certificate showing parentage, or by providing a court order establishing guardianship; and
(iv) That the requester is acting on behalf of that individual in making the request. A parent's right to access their minor child's record is not absolute.
(2)
(i) The identity of the individual who is the subject of the records, by stating the name, current address, date and place of birth;
(ii) The requester's own identity, as required in paragraph (c) of this section;
(iii) That the requester is the guardian of that individual, which the requester may prove by providing a copy of a court order establishing guardianship; and
(iv) That the requester is acting on behalf of that individual in making the request.
(f)
(g)
(h)
(b) Requests to amend records must be in writing and submitted to A/SKS/IAP by email to
(b) To appeal any decisions made by a component other than OIG, requesters must submit an administrative appeal to the A/SKS/IAP FOIA Appeals Office by email to
(c) For decisions made by OIG, requesters should submit their appeal to the OIG. The contact information for OIG is available at
(d) Appellants should submit an administrative appeal of any denial, in whole or in part, of a request for access to FSGB records under the PA to the A/SKS/IAP Appeals Office by email to
(e) A/SKS/IAP, OIG, or FSGB will decide appeals from denials of PA amendment requests within 30 working days from the date when the appeal is received, unless an extension of that period for good cause shown is needed.
(g) If the decision is that a record shall be amended in accordance with the appellant's request, A/SKS/IAP, OIG, or FSGB shall direct the office under its purview that is responsible for the record to amend the record, advise all previous recipients of the record of the amendment and its substance (if an accounting of previous disclosures has been made), and so advise the individual in writing.
(h) If the decision is that the amendment request is denied, in addition to the notification required by paragraph (f) of this section, A/SKS/IAP, OIG, or FSGB shall advise the appellant:
(a) * * *
(2) * * *
(iii) * * *
(b)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
The Assistant Secretary for Administration, Jose Cunningham, reviewed and approved this document and has authorized the undersigned to electronically sign and submit this document to the Office of the Federal Register for publication.
Coast Guard, Department of Homeland Security.
Temporary final rule.
The Coast Guard is establishing a temporary safety zone in Morris, IL, for the Corn Festival Fireworks on September 26, 2026, to provide for the safety of life on navigable waterways during this fireworks display. The safety zone is needed to protect personnel, vessels, and the marine environment from potential hazards during a fireworks event. Entry of vessels or persons into this zone is prohibited unless specifically authorized by the Captain of the Port Lake Michigan or their designated representative.
This rule is effective from 8:30 p.m. until 9:10 p.m. on September 26, 2026.
To view available documents go to
If you have questions about this notification of enforcement, call or email Lieutenant Michael Vega, Marine Safety Unit Chicago, U.S. Coast Guard; 630-986-2155,
An organization notified the Coast Guard that they will be conducting a Firework Show in Morris, Illinois, on September 26, 2026. The Captain of the Port Sector Lake Michigan (COTP) has determined that potential hazards associated with this event are a safety concern for participants and spectators involved in the show. Therefore, the COTP is issuing this rule under the authority in 46 U.S.C. 70034, which is needed to protect personnel, vessels, and the marine environment in the navigable waters within the safety zone.
Because of these potential hazards, the Coast Guard is issuing this rule without prior notice and comment. As is authorized by 5 U.S.C. 553(b)(B), the Coast Guard finds that good cause exists for not publishing a notice of proposed rulemaking (NPRM) with respect to this rule because it is impracticable. The Coast Guard recognized the need for a temporary final rule for this event on August 26, 2026, but we must establish this safety zone by September 26, 2026, to protect personnel, vessels, and the marine environment. Therefore, we do not have enough time to solicit and respond to comments.
For the same reasons, the Coast Guard finds that under 5 U.S.C. 553(d)(3), good cause exists for making this rule effective less than 30 days after publication in the
This rule establishes a safety zone in all waters of the Illinois River within a 560-foot radius from approximate launch position at 41°21.173′ N, 088°25.101′ W, beginning from 8:30 p.m. until 9:10 p.m. on September 26, 2026. Vessels and persons will not be allowed to enter the zone during this time, unless authorized by the Captain of the Port.
We developed this rule after considering numerous statutes and Executive orders related to rulemaking. Below we summarize our analyses based on a number of these statutes and Executive orders.
The regulatory flexibility analysis provisions of the Regulatory Flexibility Act of 1980, 5 U.S.C. 601-612, do not apply to rules that are not subject to notice and comment. Because the Coast Guard has, for good cause, waived the notice and comment requirement that would otherwise apply to this rulemaking, the Regulatory Flexibility Act's flexibility analysis provisions do not apply here.
Under section 213(a) of the Small Business Regulatory Enforcement Fairness Act of 1996 (Pub. L. 104-121), if this rule will affect your small business, organization, or governmental jurisdiction and you have questions, contact the person listed in the
Small businesses may send comments to the Small Business and Agriculture Regulatory Enforcement Ombudsman and the Regional Small Business Regulatory Fairness Boards by calling 1-888-REG-FAIR (1-888-734-3247). The Coast Guard will not retaliate against small entities that question or complain about this rule or any policy or action of the Coast Guard.
This rule will not call for a new collection of information under the Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520).
We have analyzed this rule under Executive Order 13132, Federalism, and have determined that it is consistent with the fundamental federalism principles and preemption requirements described in that Order.
Also, this rule does not have tribal implications under Executive Order 13175, Consultation and Coordination with Indian Tribal Governments, because it does not have a substantial direct effect on one or more Indian tribes, on the relationship between the Federal Government and Indian tribes, or on the distribution of power and responsibilities between the Federal Government and Indian tribes.
As required by The Unfunded Mandates Reform Act of 1995 (2 U.S.C. 1531-1538), the Coast Guard certifies that this rule will not result in an annual expenditure of $100,000,000 or more (adjusted for inflation) by a State, local, or tribal government, in the aggregate, or by the private sector.
We have analyzed this rule under Department of Homeland Security Directive 023-01, Rev. 1, associated implementing instructions, and Environmental Planning COMDTINST 5090.1 (series), which guide the Coast Guard in complying with the National Environmental Policy Act of 1969 (42 U.S.C. 4321
This rule is a safety zone. It is categorically excluded from further review under paragraph L60(a) of Appendix A, Table 1 of DHS Instruction Manual 023-01-001-01, Rev. 1. A Record of Environmental Consideration supporting this determination is available in the docket.
Harbors, Marine safety, Navigation (water), Reporting and recordkeeping requirements, Security measures, Waterways.
For the reasons discussed in the preamble, the Coast Guard amends 33 CFR part 165 as follows:
46 U.S.C. 70034, 70051, 70124; 33 CFR 1.05-1, 6.04-1, 6.04-6, and 160.5; DHS Delegation No. 00170.1, Revision No. 01.4.
(a)
(b)
(c)
(2) To seek permission to enter, contact the COTP or the COTP's representative on VHF-FM channel 16 or by telephone at (833) 900-2247. Those in the safety zone must comply with all lawful orders or directions given to them by the COTP or the COTP's designated representative.
(d)
Federal Aviation Administration (FAA), DOT.
Notice of proposed special conditions; correction.
The FAA published a document in the
This correction is effective on September 21, 2026.
Johannes vanHoudt, Product Policy Management, AIR-62B, Technical Policy Branch, Policy and Standards Division, Aircraft Certification Service, Federal Aviation Administration, 1100 Main St., Kansas City, MO 64105; telephone (816) 329-4144; email
On August 26, 2026, the FAA issued a notice of proposed special conditions for the Robinson Helicopter Company Model R66 helicopter, which published in the
The original notice of proposed special conditions used an incorrect notice number and contained minor typographical errors listed in the Correction section below.
In the
1. On page 55501, in the third column, in the document heading, correct “[Docket No. FAA-2026-1585; Notice No. XX-XX-XX-SC]” to read “[Docket No. FAA-2026-1585; Notice No. 27-26-02-SC]”.
2. On page 55502, in the first column, in the
3. On page 55502, in the second column, in the Background section, correct “fight control” to read “flight control”.
4. On page 55503, in the first column, in the Novel or Unusual Design Features section, correct “fully” to read “full”, and correct “tactical” to read “tactile”.
Federal Aviation Administration (FAA), DOT.
Notice of proposed rulemaking (NPRM).
The FAA proposes to adopt a new airworthiness directive (AD) for certain The Boeing Company Model 737-8, 737-9, and 737-8200 airplanes. This proposed AD was prompted by a report that bearings in the elevator buss assembly could have been installed incorrectly (including being installed without the application of sealant) during production. This proposed AD would require detailed inspections of the elevator buss assembly bearings and bearing housings for any crack and indication of sealant application, and applicable on-condition actions. The FAA is proposing this AD to address the unsafe condition on these products.
The FAA must receive comments on this proposed AD by November 5, 2026.
You may send comments, using the procedures found in 14 CFR 11.43 and 11.45, by any of the following methods:
•
•
•
•
• For Boeing material identified in this proposed AD, contact Boeing Commercial Airplanes, Attention: Contractual & Data Services (C&DS), 2600 Westminster Blvd., MC 110-SK57, Seal Beach, CA 90740-5600; telephone 562-797-1717; website
• You may view this material at the FAA, Airworthiness Products Section, Operational Safety Branch, 2200 South 216th St., Des Moines, WA. For information on the availability of this material at the FAA, call 206-231-3195. It is also available at
Raymond Vital, Aviation Safety Engineer, FAA, 2200 South 216th St., Des Moines, WA 98198; phone: 206-231-3521; email:
The FAA invites you to send any written relevant data, views, or arguments about this proposal. Send your comments using a method listed under the
Except for Confidential Business Information (CBI) as described in the following paragraph, and other information as described in 14 CFR 11.35, the FAA will post all comments received, without change, to
CBI is commercial or financial information that is both customarily and actually treated as private by its owner. Under the Freedom of Information Act (FOIA) (5 U.S.C. 552), CBI is exempt from public disclosure. If your comments responsive to this NPRM contain commercial or financial information that is customarily treated as private, that you actually treat as private, and that is relevant or responsive to this NPRM, it is important that you clearly designate the submitted comments as CBI. Please mark each page of your submission containing CBI as “PROPIN.” The FAA will treat such marked submissions as confidential under the FOIA, and they will not be placed in the public docket of this NPRM. Submissions containing CBI should be sent to Raymond Vital, Aviation Safety Engineer, FAA, 2200 South 216th St., Des Moines, WA 98198; phone: 206-231-3521; email:
The FAA has received a report indicating that bearings in the elevator buss assembly could have been installed incorrectly (including being installed without the application of sealant) during production. The elevator buss assembly is part of the elevator controls system and assists in the movement of the control columns. Improper installation of bearings could lead to cracking in the elevator buss assembly bearings and bearing housings, which could lead to premature failure of the elevator buss assembly crank arms. This condition, if not addressed, could impact elevator pitch control and affect continued safe flight and landing of the airplane.
The FAA is issuing this NPRM after determining that the unsafe condition described previously is likely to exist or develop on other products of the same type design.
The FAA reviewed Boeing Alert Requirements Bulletin 737-27A1331 RB, dated December 17, 2025. This material specifies procedures for a detailed inspection of the elevator buss assembly bearings and bearing housings for any crack and indication of sealant application, and applicable on-condition actions. On-condition actions include doing a push-out load test of the elevator buss assembly bearings having part numbers (P/N) BACB10HY08CNJP, BACB10HY10CNJP, and BACB10JG12AZJ03G; and, depending on findings, replacing the elevator buss assembly with a new or serviceable elevator buss assembly, replacing any affected bearing with a new bearing, and repairing the elevator buss assembly at an affected location and doing a push-out load test of the elevator buss assembly bearings at all unaffected bearing locations.
This material is reasonably available because the interested parties have access to it through their normal course of business or by the means identified in the
This proposed AD would require accomplishing the actions specified in the material already described, except for any differences identified as exceptions in the regulatory text of this proposed AD. For information on the procedures and compliance times, see this material at
The FAA estimates that this AD, if adopted as proposed, would affect 95 airplanes of U.S. registry. The FAA estimates the following costs to comply with this proposed AD:
The FAA estimates the following costs to do any necessary replacements that would be required based on the results of the proposed inspection. The agency has no way of determining the number of aircraft that might need these replacements:
The FAA has included all known costs in its cost estimate. According to the manufacturer, however, some or all of the costs of this proposed AD may be covered under warranty, thereby reducing the cost impact on affected operators.
Title 49 of the United States Code specifies the FAA's authority to issue rules on aviation safety. Subtitle I, section 106, describes the authority of the FAA Administrator. Subtitle VII: Aviation Programs, describes in more detail the scope of the Agency's authority.
The FAA is issuing this rulemaking under the authority described in Subtitle VII, part A, subpart III, section 44701: General requirements. Under that section, Congress charges the FAA with promoting safe flight of civil aircraft in air commerce by prescribing regulations for practices, methods, and procedures the Administrator finds necessary for safety in air commerce. This regulation is within the scope of that authority because it addresses an unsafe condition that is likely to exist or develop on products identified in this rulemaking action.
The FAA determined that this proposed AD would not have federalism implications under Executive Order 13132. This proposed AD would not have a substantial direct effect on the States, on the relationship between the national government and the States, or on the distribution of power and responsibilities among the various levels of government.
For the reasons discussed above, I certify this proposed regulation:
(1) Is not a “significant regulatory action” under Executive Order 12866,
(2) Would not affect intrastate aviation in Alaska, and
(3) Would not have a significant economic impact, positive or negative, on a substantial number of small entities under the criteria of the Regulatory Flexibility Act.
Air transportation, Aircraft, Aviation safety, Incorporation by reference, Safety.
Accordingly, under the authority delegated to me by the Administrator, the FAA proposes to amend 14 CFR part 39 as follows:
49 U.S.C. 106(g), 40113, 44701.
The FAA must receive comments on this airworthiness directive (AD) by November 5, 2026.
None.
This AD applies to The Boeing Company Model 737-8, 737-9, and 737-8200 airplanes, certificated in any category, as identified in Boeing Alert Requirements Bulletin 737-27A1331 RB, dated December 17, 2025.
Air Transport Association (ATA) of America Code 27, Flight Controls.
This AD was prompted by a report that bearings in the elevator buss assembly could have been installed incorrectly (including being installed without the application of sealant) during production. The FAA is issuing this AD to address premature failure of the elevator buss assembly crank arms, cracking in the elevator buss assembly bearings, and bearing housings missing sealant. The unsafe condition, if not addressed, could impact elevator pitch control and affect continued safe flight and landing of the airplane.
Comply with this AD within the compliance times specified, unless already done.
Except as specified by paragraph (h) of this AD: At the applicable times specified in the “Compliance” paragraph of Boeing Alert Requirements Bulletin 737-27A1331 RB, dated December 17, 2025, do all applicable actions identified in, and in accordance with, the Accomplishment Instructions of Boeing Alert Requirements Bulletin 737-27A1331 RB, dated December 17, 2025.
Where the Compliance Time column of the table in the “Compliance” paragraph of Boeing Alert Requirements Bulletin 737-27A1331 RB, dated December 17, 2025, refers to the original issue date of Requirements Bulletin 737-27A1331 RB, this AD requires using the effective date of this AD.
(1) The Manager, AIR-520, Continued Operational Safety Branch, FAA, has the authority to approve AMOCs for this AD, if requested using the procedures found in 14 CFR 39.19. In accordance with 14 CFR 39.19, send your request to your principal inspector or responsible Flight Standards Office, as appropriate. If sending information directly to the manager of the Continued Operational Safety Branch, send it to the attention of the person identified in paragraph (j)(1) of this AD. Information may be emailed to:
(2) An AMOC that provides an acceptable level of safety may be used for any repair, modification, or alteration required by this AD if it is approved by The Boeing Company Organization Designation Authorization (ODA) that has been authorized by the Manager, AIR-520, Continued Operational Safety Branch, FAA, to make those findings. To be approved, the repair method, modification deviation, or alteration deviation must meet the certification basis of the airplane, and the approval must specifically refer to this AD.
(1) For more information about this AD, contact Raymond Vital, Aviation Safety Engineer, FAA, 2200 South 216th St., Des Moines, WA 98198; phone: 206-231-3521; email:
(2) Material identified in this AD that is not incorporated by reference is available at the address specified in paragraph (k)(3) of this AD.
(1) The Director of the Federal Register approved the incorporation by reference of the material listed in this paragraph under 5 U.S.C. 552(a) and 1 CFR part 51.
(2) You must use this material as applicable to do the actions required by this AD, unless the AD specifies otherwise.
(i) Boeing Alert Requirements Bulletin 737-27A1331 RB, dated December 17, 2025.
(ii) [Reserved]
(3) For Boeing material identified in this AD, contact Boeing Commercial Airplanes, Attention: Contractual & Data Services (C&DS), 2600 Westminster Blvd., MC 110-SK57, Seal Beach, CA 90740-5600; telephone 562-797-1717; website
(4) You may view this material at the FAA, Airworthiness Products Section, Operational Safety Branch, 2200 South 216th St., Des Moines, WA. For information on the availability of this material at the FAA, call 206-231-3195.
(5) You may view this material at the National Archives and Records Administration (NARA). For information on the availability of this material at NARA, visit
Commodity Futures Trading Commission.
Reopening of comment period.
On May 6, 2026, the Commodity Futures Trading Commission published in the
The comment period for the proposed rule published May 6, 2026, at 91 FR 24377, is reopened. Comments must be received on or before October 1, 2026.
You may submit comments identified as pertaining to “Privacy Act Exemption—CFTC-59” by any of the following methods:
•
1. Under Refine Documents Results—check the box to “Only show documents open for comment”;
2. Under Agency—select “See More” and check the box for “Commodity Futures Trading Commission,” then press the Apply button;
3. Identify this proposal in the list of CFTC documents open for comment, press the “Comment” button to open the submission form, and follow the instructions on the form.
Alternatively, if you are viewing this proposal on
•
•
Please submit your comments using only one of these methods. To avoid possible delays with mail or in-person deliveries, submissions through
All comments must be submitted in English or, if not, accompanied by an English translation. Do not include in your comment text or attachments any personal identifying information or business information that you do not want published online. Comments (regardless of submission method) will be published without review for, and without removal of, any personal identifying information or information your business may consider confidential.
If you wish to submit confidential information for the Commission's consideration, please contact the CFTC personnel listed in this Notice under
The CFTC reserves the right, but shall have no obligation, to review, pre-screen, filter, or redact all or any part of your comment submission. The CFTC also reserves the right, without further notification, to refuse to publish or to remove from public view all or any part of your submission to the extent it contains content inappropriate for publication in a comment file, such as—without limitation—obscene language, threats of violence, solicitations for commercial sales or illegal activity, or obvious spam. If a submission that is refused for or withdrawn from publication because of inappropriate content also contains comments on the merits of this proposal, such submission will be retained in the record for the matter and will be considered as required under the Administrative Procedure Act and other applicable laws, and may be accessible under the FOIA.
Kellie Cosgrove Riley, Chief Privacy Officer,
On May 6, 2026, the Commission published a notice of proposed rulemaking to amend its Privacy Act regulations to exempt the CFTC-59 Insider Risk Program Records System of Records (CFTC-59) from certain provisions of the Privacy Act. 5 U.S.C. 552a. Records in CFTC-59 are collected to detect, deter, and mitigate the unauthorized disclosure of information by an insider and to protect individuals, facilities, information, equipment, networks, and systems from insider risks. The Commission proposed to exempt this system of records from certain provisions of the system Privacy Act because the records are compiled to investigate actual or potential insider risks and must be protected from disclosure in order to maintain the integrity of the investigative process. Specifically, the Commission proposed to exempt CFTC-59, pursuant to subsection (k)(2) of the Privacy Act, and subject to the requirements and limitations set forth therein, from the following provisions of the Privacy Act: 5 U.S.C. 552a(c)(3); (d)(1), (2), (3), and (4); (e)(1); (e)(4)(G), (H), and (I); and (f). The comment period for the NPRM closed on June 5, 2026.
Subsequent to the closing of the comment period, the Commission discovered that a technical error resulted in the NPRM being unavailable, and potential commenters being unable to submit comments, at
The following appendix will not appear in the Code of Federal Regulations.
On this matter, Chairman Selig voted in the affirmative. No Commissioner voted in the negative.
Environmental Protection Agency (EPA).
Proposed rule; correction.
The Environmental Protection Agency is correcting a proposed rule that was published in the
September 21, 2026.
The EPA has established dockets for this action, identified by Docket ID Nos., included in table 1 in the
• Karen Cibulskis, U.S. EPA Region 5 (IL, IN, MI, MN, OH, WI), email address:
• Laura Price and Peyton Witham, U.S. EPA Region 7 (IA, KS, MO, NE), email address:
• Ashley Miller, Matt Spencer, and Jyl Lapachin, U.S. EPA Headquarters, email address:
In proposed rule FR Doc. 2026-16994 beginning on page 53834 in the issue of August 20, 2026, make the following correction, in the
Coast Guard, DHS.
Notice of proposed rulemaking.
In accordance with the Great Lakes Pilotage Act of 1960, the Coast Guard is proposing pilotage rates for the 2027 shipping season. We are conducting a full ratemaking for 2027. We are requesting comments on the Great Lakes pilotage ratemaking methodology, including one proposed update to that methodology. We also propose the pilotage rate for the Straits of Mackinac, newly designated for pilotage requirements by the National Defense Authorization Act for Fiscal Year 2026. The Coast Guard estimates that this proposed rule would increase operating costs by approximately 10 percent compared to the 2026 season.
Comments and related material must be received by the Coast Guard on or before October 21, 2026.
You may submit comments identified by docket number USCG-2026-0049 at
For information about this document call or email Mr. Brian Rogers, Commandant, Office of Waterways and Ocean Policy—Great Lakes Pilotage Division (CG-WWM-2), Coast Guard; telephone 571-608-8418, email
The legal basis for this proposed rule is 46 U.S.C. Chapter 93 which requires foreign merchant vessels and United States vessels operating “on register” (meaning United States vessels engaged in foreign trade) to use United States Registered Pilots (Pilots) or Canadian Registered Pilots while transiting the United States waters of the St. Lawrence Seaway and the Great Lakes system.
With this proposed rule, the Coast Guard initiates a full ratemaking for the 2027 shipping season. The Coast Guard seeks public comment on its proposed pilotage rates and, as part of this full ratemaking, on the ratemaking methodology and staffing model. The Coast Guard last conducted a full ratemaking in the February 17, 2026, final rule, “Great Lakes Pilotage Rates—2026 Annual Review and Revisions to Methodology” at 91 FR 7121 (2026 final rule). We are conducting another full ratemaking for 2027 to propose the pilotage rate for the Straits of Mackinac, newly designated for pilotage requirements by the National Defense Authorization Act for Fiscal Year 2026 (NDAA 2026).
The pilotage rates for the 2027 season range from a proposed $445 to $1,002 per Pilot hour, depending on which of the specific areas pilotage service is provided. See Table 1. The rates are paid by shippers to the pilotage associations representing each district.
As reflected in Table 1, there are three American pilotage districts on the Great Lakes, each represented by a pilotage association.
The three U.S. pilotage associations representing these districts are the sole U.S. providers of pilotage services on the Great Lakes, each operating as an independent business within its respective district. Each pilotage association is self-funded, using revenue from the shippers to cover operating expenses, maintain infrastructure, compensate Pilots and Apprentice Pilots, acquire and implement technological advances, train new personnel, and provide for continuing professional development. To promote the long-term stability of the pilotage rates and from year-to-year, the Coast Guard bases pilotage rates on a 10-year historical average of pilotage demand. This approach means annual revenues may be higher or lower than projected if pilotage demand fluctuates from the average. However, this 10-year average approach helps ensure that the associations can maintain infrastructure, provide adequate compensation and rest for pilots, and retain highly trained personnel. Using 3-year and 5-year averages caused the rate to fluctuate too significantly, creating challenges for planning for future expenses. For example, a significant decrease in
This proposed rule would affect 61 Pilots, 8 Apprentice Pilots, 3 pilotage associations, and the owners and operators of an average of 247 oceangoing vessels that transit the Great Lakes annually. This proposed rule is not economically significant under Executive Order 12866 and would not affect the Coast Guard's budget or increase Federal spending because foreign shippers, foreign cruise ships, and vessels requesting voluntary pilotage pay these rates directly to the respective pilotage association.
The estimated overall annual regulatory economic impact of this rate change would be a net increase of $3,977,204 in estimated payments made by the foreign shippers, foreign cruise ships, and vessels requesting voluntary pilotage service, an approximately 10-percent increase in operating costs in the 2027 shipping season. While this increase is significantly more than the current annual inflation rate, it is necessary to achieve the increased revenue needed to add four Pilots and one Apprentice Pilot. An increase in the number of Pilots will help achieve part of the Coast Guard's goal of promoting recruitment and retention of qualified Pilots. In addition, the increase reflects inflation, the growth of adjusted operating expenses, changes in vessel traffic, and the need to meet Pilot compensation and Apprentice Pilot wage benchmarks.
To implement the NDAA 2026 amendment to 46 U.S.C. 9302(a)(1)(A), the Coast Guard proposes adding the Straits of Mackinac to the annual pilotage rate schedule in 46 CFR 401.405 and to make a corresponding update to Step 6 of the methodology. As amended, the legislation now requires Pilots to direct the navigation of the vessel in the Straits, in addition to the other Presidentially designated waters.
46 U.S.C. 9302(a)(1)(A).
As noted previously, under 46 U.S.C. 9303(f), the Coast Guard prescribes by regulation rates and charges for pilotage services, giving consideration to the public interest and the costs of providing the services. We propose to retain the existing Area 6 rate for the Straits because the statutory designation does not materially change the pilotage services historically provided there or the costs of providing those services. Adding the Straits to the codified rate schedule clarifies the applicable rate to this waterway for the public.
Before the statutory amendment, pilots were required under 46 U.S.C. 9302(a)(1)(B) to be on board and available to direct navigation through the Straits at the discretion of and subject to the customary authority of the vessel master. In practice, however, pilots historically directed navigation through the Straits, subject to the customary authority of the vessel master, as would be required in designated waters under 46 U.S.C. 9302(a)(1)(A), given the relatively limited geographic extent of the Straits. This practice is similar to the Coast Guard's treatment of ports in undesignated waters, another type of relatively small area. In those port waters, pilots may direct vessel movements through short inlets or rivers necessary to enter a port, while the rate applicable to the broader undesignated area continues to apply. Similarly, although the Straits are now designated waters, the Coast Guard proposes to retain the existing Area 6 rate for the Straits because pilots historically directed navigation through this relatively limited area, including the turn and transit under a bridge, without a corresponding change in the rate applicable to the broader undesignated Area 6. Accordingly, no additional Pilots, Pilot change points, or Pilot boat services are needed. Because no additional expenses are associated with this designation, the pilotage association can continue to provide this service at the same cost as adjacent undesignated waters. Any historical bridge hours in the Straits of Mackinac have already been accounted for in Step 6 of the proposed 2027 ratemaking methodology. For these reasons, we have determined that the current ratemaking practices are reasonable, and changes to how we calculate the rates for transits through the Straits of Mackinac are not necessary.
At the Great Lakes Pilotage Advisory Committee (GLPAC) meeting on February 5, 2026, the Director presented this course of action for the Straits of Mackinac to the committee and pilotage associations. At the meeting, GLPAC did not provide specific feedback on the Director's assertion that costs would not increase for providing pilotage now that the Straits of Mackinac are designated waters. The Director welcomed ideas from the committee and feedback when we publish this proposed rule. A copy of the meeting transcript is available in the docket where indicated under the
For the associated calculations within this ratemaking methodology, the Straits of Mackinac metrics would continue to be attributed to Area 6, as shown in Table 2 of this preamble. A similar table with area numbers last appeared as table 2 in the Great Lakes Pilotage Rates—2023 Annual Review and Revisions to Methodology NPRM (2023 NPRM) that published August 30, 2022 (87 FR 52870, 52873). Table 2 of the 2023 NPRM illustrates that Area 6 includes Lakes Huron and Michigan, which naturally includes transits between these lakes through the Straits of Mackinac. Though statutorily designated, the Straits of Mackinac would continue to be associated with Area 6, and its rates would be equivalent to the undesignated rates for Area 6. The following table is the proposed area division of the waterways in the Great Lakes, which maintains the current area structure.
Second, we
The operational demands for these transits are already met within the existing resource allocation for Area 6. The proposed clarification to Step 6 would not result in an increase in staffing or transportation costs for District Three, nor a notable increase to other resources relative to the 2026 final rule.
On August 27, 2026, the President issued Executive Order,
According to § 404.104(a), in a full ratemaking year, the Director sets the individual target Pilot compensation benchmark and may make necessary and reasonable adjustments based on current information. This NPRM proposes the 2027 yearly base compensation for Pilots on the Great Lakes to be $496,674 per Pilot (a $15,032 increase, or 3.12 percent, over their 2026 compensation). Because the Coast Guard must review, and adjust rates each year, we analyze rate changes as single-year costs and do not annualize them over 10 years. Section VII. Regulatory Analyses of this preamble provides the regulatory impact analyses of this proposed rule.
For the 2027 ratemaking, the Coast Guard proposes setting the target Pilot compensation benchmark at the target Pilot compensation for the ratemaking year 2026, adjusted for inflation. This is the same method we used for setting the target Pilot compensation benchmark in the previous full ratemaking, in 2026.
Based on the information we have exchanged with the Pilots and industry over the past several ratemakings (2025-2026), the Director continues to believe that the level of target Pilot compensation provides an appropriate level of compensation for Pilots. According to § 404.104(a), the Director
Therefore, the Coast Guard does not propose alternative benchmarks for target Pilot compensation at this time and, instead, proposes simply adjusting the amount of target Pilot compensation for inflation as our target Pilot compensation benchmark for 2027, as shown in Step 4. This target Pilot compensation benchmark approach has advanced and would continue to advance the Coast Guard's goals through rate and compensation stability while also promoting recruitment and retention of qualified Pilots.
The ratemaking methodology, outlined in current 46 CFR 404.101 through 404.109, consists of 9 steps that are designed to account for the revenues needed and total traffic expected in each district. The first several steps of the methodology establish base pilotage rates. Additional steps to incorporate the weighting factors are necessary to establish the final pilotage rates. The result is an hourly rate, determined separately for each of the six areas administered by the Coast Guard.
In Step 1, “Recognize previous operating expenses,” (§ 404.101) the Director uses an independent third party to review each pilot association's audited operating expenses from each of the three pilot associations. Operating expenses include all allowable expenses, minus Pilot and Apprentice Pilot wages and benefits. This number forms the baseline amount that each association is budgeted. Because of the time delay between when the association submits raw numbers and the Coast Guard receives audited numbers, this number is 3 years behind the projected year of expenses. Therefore, in calculating the 2027 rates in this proposal, we begin with the audited expenses from the 2024 shipping season.
While each pilotage association operates in an entire district (including both designated and undesignated areas), the Coast Guard determines costs by area. We allocate certain operating expenses to designated areas and certain operating expenses to undesignated areas. In some cases, we can allocate the costs based on where they are actually accrued. For example, we can allocate the costs for insurance for Apprentice Pilots who operate in undesignated areas only. In other situations, such as general legal expenses, expenses are distributed between designated and undesignated waters on a pro rata basis, based upon the proportion of income forecasted from the respective portions of the district.
In Step 2, “Project operating expenses, adjusting for inflation or deflation,” (§ 404.102) the Director develops the 2027 projected operating expenses. To do this, we apply inflation adjustors for 3 years to the operating expense baseline received in Step 1. The inflation factors are from the BLS CPI for the Midwest Region, or, if not available, the FOMC median economic projections for PCE inflation. This step produces the total operating expenses for each area and district.
In Step 3, “Estimate number of registered pilots and apprentice pilots,” (§ 404.103) the Director calculates how many Pilots and Apprentice Pilots are needed for each district. To do this, the Director projects, based on the number of persons applying under 46 CFR part 401 to become United States Great Lakes Registered Pilots and on information provided by the district's pilotage association, the number of Pilots expected to be fully working and compensated. The director then employs the staffing model, described in § 401.220, paragraphs (a)(1) through (a)(3), to estimate how many Pilots would be needed to handle shipping during the opening and closing of the season. This number provides guidance to the Director in approving an appropriate number of Pilots.
In Step 4 of the ratemaking calculation, we determine the number of Pilots provided by the pilot associations (see § 404.103) and use that figure to determine how many Pilots need to be compensated via the pilotage fees collected. In Step 4, “Determine target Pilot compensation benchmark and apprentice pilot wage benchmark,” (§ 404.104(a)(1)), the Director determines base individual target Pilot compensation using a compensation benchmark, set after considering the most relevant currently available non-proprietary information. For supportable circumstances, the Director may make necessary and reasonable adjustments to the benchmark. For this proposed rule, the Director plans to adjust the previous year's individual target Pilot compensation using the same process as in an interim year (§ 404.104(b)).
In Step 5, “Project needed revenue,” (§ 404.105) the Director simply adds the totals produced by the preceding steps. The projected operating expense for each area and district (from Step 2) is added to the total Pilot compensation, including Apprentice Pilot wage benchmarks (from Step 4). The total figure, calculated separately for each area and district, is the “needed revenue.”
In Step 6, “Calculate initial base rates,” (§ 404.106) the Director calculates an hourly pilotage rate to cover the needed revenue, as calculated in Step 5. This step consists of first calculating the 10-year average hours of traffic for each area. Next, we divide the revenue needed in each area (calculated in Step 6) by the 10-year average of traffic hours to produce an initial base rate.
An additional element, the “weighting factor,” is required under § 401.400. Pursuant to that section, ships pay a multiple of the base rate, as calculated in Step 6, by a number ranging from 1.0 (for the smallest ships, or “Class I” vessels) to 1.45 (for the largest ships, or “Class IV” vessels). This significantly increases the revenue collected, and we need to account for the added revenue produced by the weighting factors to ensure that shippers are not overpaying for pilotage services. We do this in Step 7.
In Step 7, “Calculate average weighting factors by Area,” (§ 404.107), the Director calculates how much extra revenue, as a percentage of total revenue, has historically been produced by the weighting factors in each area. We do this by using a 10-year average of the applied weighting factors.
In Step 8, “Calculate revised base rates,” (§ 404.108) the Director modifies the base rates by accounting for the extra revenue generated by the weighting factors. We do this by dividing the initial pilotage rate for each area (from Step 6) by the corresponding average weighting factor (from Step 7), to produce a revised rate.
In Step 9, “Review and finalize rates,” (§ 404.109), often referred to informally as “Director's discretion,” the Director reviews the revised base rates (from Step 8) to ensure that they meet the goals set forth in 46 U.S.C. 9303(f) and 46 CFR 404.1(a), which include promoting efficient, safe, and reliable pilotage service on the Great Lakes; generating sufficient revenue for each pilotage association to reimburse necessary and reasonable operating expenses; compensating trained and rested Pilots fairly; and providing appropriate revenue for improvements.
The process to calculate proposed pilotage rates begins by calculating a baseline rate for each district, considering projected operating expenses and the number of Pilots. This base rate is then adjusted using specific weighting factors to determine the final hourly pilotage rate. Detailed calculations for each district, illustrating every step of this process, can be found in Section VI. Tables Showing Calculations by District within this preamble.
The first step in our ratemaking process, as outlined by § 404.101, is to establish a baseline budget for each of the three regional pilotage associations. An independent third-party accounting firm conducts a thorough review of each association's operating expenses to identify the foundational costs of providing pilotage services. This review includes all allowable expenses but specifically excludes Pilot and Apprentice Pilot wages and benefits, which are addressed in Step 4.
The complete reviewed financial reports, including detailed explanations of all adjustments, are publicly available in the official rulemaking docket, as referenced in Section IX. Public Participation and Request for Comments.
The recognized operating expenses for Districts One, Two, and Three are presented in tables 4, 15, and 26, respectively, in section VII. Tables Showing Calculations by District of this preamble.
In Step 2, as outlined in § 404.102, we project the operating expenses for 2027. This involves taking the 2024 operating expense baseline from Step 1 and adjusting it for 3 years of inflation.
For the 2025 inflation rate of 2.8 percent, we use the Consumer Price Index (CPI) for the Midwest Region, as published by the Bureau of Labor Statistics (BLS)
This process yields the total projected operating expenses for each district. Detailed calculations for Districts One, Two, and Three are available in this preamble in tables 5, 16, and 27, respectively.
In this step, outlined in § 404.103, the Director calculates how many Pilots and Apprentice Pilots are needed for each district.
To provide operational flexibility, the Coast Guard establishes minimum and maximum Pilot numbers for each district:
• The minimum number is based on the current staffing model, with rounding methodologies amended by Great Lakes Pilotage Rates—2021 Annual Review and Revisions to Methodology (86 FR 14184, 14190).
• The maximum number is the figure from the staffing model plus three, as recommended by the GLPAC in 2023 and as established by the Great Lakes Pilotage Rates—2025 Annual Review (89 FR 100810, 100815).
The minimum, maximum, and proposed number of Pilots for each District are as follows:
More details on projected staffing levels can be found for Districts One, Two, and Three in tables 6, 17, and 28, respectively.
The number of authorized Apprentice Pilots is based on direct input from the pilotage associations, who identify future staffing needs considering anticipated retirements and other factors.
In Step 4 of the ratemaking calculation, we determine the number of Pilots provided by the pilot associations (see § 404.103) and use that figure to determine how many Pilots need to be compensated via the pilotage fees collected.
This step establishes the target Pilot compensation for the number of Pilots required in each district, as determined in Step 3. We calculate an individual compensation benchmark and then use it to determine the total compensation for all Pilots and Apprentice Pilots in a district.
In accordance with § 404.104(a), the calculation for the 2027 individual target Pilot compensation benchmark starts with the 2026 benchmark of $481,642 and involves two key inflation adjustments:
1. Adjustment for 2026 Inflation: We adjust the 2026 benchmark to account for the difference between last year's projected inflation and the actual inflation numbers. The initial 2026 PCE inflation projection was 2.4 percent, but the Employment Cost Index (ECI) inflation for Q1 2026 was 3.4 percent. Applying this 1.0 percent difference to the 2026 benchmark results in an updated value of $486,458.
2. Adjustment for 2027 Projected Inflation: Next, we apply the projected inflation for 2027, which is 2.1 percent. This increases the individual target Pilot compensation to $496,674 per Pilot for 2027.
The individual target Pilot compensation of $496,674 is used to calculate the total target Pilot compensation for each of the three districts by multiplying it by the number of Pilots needed in each area and district, as shown for Districts One, Two, and Three in tables 7, 18, and 29, respectively.
From this individual target Pilot compensation, the wage benchmark for Apprentice Pilots is set at 36 percent of a Pilot's target compensation, amounting to $178,803 for 2027. The target Apprentice Pilot compensation of $178,803 is used to calculate the total target Apprentice Pilot compensation for each of the three districts by multiplying it by the number of Apprentice Pilots needed for each district, as shown for Districts One, Two, and Three in tables 7, 18, and 29, respectively. The Total Target Apprentice Pilot Compensation is apportioned to each area using the same percentage as the Step 1 operating expenses for each District. For Districts One and Two, the allocation is 60 percent for the designated area and 40 percent for the undesignated area. For District Three, the allocation is 22 percent for the designated area, 78 percent for the undesignated areas (53 percent for Area 6, and 25 percent for Area 8).
In this step, we determine the total revenue required to cover all projected operating expenses. For each area and pilotage district, we sum the projected operating expenses from Step 2, the total target Pilot compensation, and total target Apprentice Pilot wage from Step 4. The resulting figure is the “needed revenue” for that district. Specific calculations for each district are detailed for Districts One, Two, and Three in tables 8, 19, and 30, respectively.
Next, we establish an initial hourly rate to meet the needed revenue. First, we calculate the 10-year average of traffic using the total time on task or Pilot bridge hours for each district. As noted previously in this preamble, we propose to continue to include the Straits of Mackinac bridge hours in the undesignated average bridge hours in District Three. Then, we divide the needed revenue from Step 5 by the average bridge hours. This calculation provides an initial base rate for pilotage services. The bridge hour data and rate calculations for Districts One, Two, and Three are available in tables 9 and 10; 20 and 21; and 31 and 32, respectively.
In this step, we calculate the average weighting factor for each district's designated and undesignated area. Using the weighting factor reports from SeaPro, we calculate the average weighting factor for each area using the data from each vessel transit in Districts One, Two, and Three over a 10- year period (2016 through 2025), as shown in tables 11 and 12; 22 and 23; and 33 and 34, respectively.
In this step, the Director adjusts the initial base rates to account for the revenue generated by weighting factors. The Director divides the initial pilotage rate for each area from Step 6 by the corresponding average weighting factor from Step 7. This calculation produces a revised, unadjusted base rate, as shown in tables 13, 24, and 35 for Districts One, Two, and Three, respectively.
Finally, per § 404.109, the Director reviews the revised rates to ensure they align with the goals of the Great Lakes Pilotage Act. The Director considers whether the rates adequately support a sufficient number of Pilots to handle peak traffic periods and cover all reasonable costs. Based on these considerations, the Director makes no alterations to the rates in this step. We propose modifying § 401.405(a)(1) through (6) to reflect the final rates shown for Districts One, Two, and Three in tables 14, 25, and 36, respectively, of Section VII. Tables Showing Calculations by District portion of this preamble.
In the 2026 final rule, the Coast Guard published a figure of 6,232 hours as the total 2024 designated hours, and a figure of 8,075 as the total 2024 undesignated hours for District One. Since that publication, the Coast Guard received a revised figure of 6,271 designated hours and 8,099 undesignated hours through the 2024 Revenue Report for District One provided by CohnReznick.
In the 2026 final rule, the Coast Guard published a figure of 5,809 hours as the total 2024 undesignated hours and a figure of 8,308 as the total 2024 designated hours for District Two.
Bridge hours attributable to the designated Straits of Mackinac are included in the undesignated waters average bridge hours. In the 2026 final rule, the Coast Guard published a figure of 26,359 hours as the total 2024 undesignated hours and a figure of 3,437 as the total 2024 designated hours for District Three.
We developed this proposed rule after considering numerous statutes and Executive orders related to rulemaking. A summary of our analyses based on these statutes and Executive Orders follows.
Executive Orders 12866 (Regulatory Planning and Review) and 13563 (Improving Regulation and Regulatory Review) direct agencies to assess the costs and benefits of available regulatory alternatives and, if regulation is necessary, to select regulatory approaches that maximize net benefits. Executive Order 13563 emphasizes the importance of quantifying costs and benefits, of reducing costs, of harmonizing rules, and of promoting flexibility. Executive Order 14192 (Unleashing Prosperity Through Deregulation) directs agencies to significantly reduce the private expenditures required to comply with Federal regulations and provides that “any new incremental costs associated with new regulations shall, to the extent permitted by law, be offset by the elimination of existing costs associated with at least 10 prior regulations.”
The Office of Management and Budget (OMB) has not designated this proposed rule a “significant regulatory action,” under section 3(f) of Executive Order 12866. Accordingly, OMB has not reviewed it.
Two additional Executive orders promote the goals of Executive Order 13563: Executive Order 13609 (Promoting International Regulatory Cooperation) and Executive Order 13610 (Identifying and Reducing Regulatory Burdens). Executive Order 13609 targets international regulatory cooperation to reduce, eliminate, or prevent unnecessary differences in regulatory requirements. Executive Order 13610 aims to modernize the regulatory systems and to reduce unjustified regulatory burdens and costs on the public.
A regulatory analysis (RA) follows.
The purpose of this proposed rule is to conduct a full ratemaking to designate the Straits of Mackinac and issue new pilotage rates for the 2027 shipping season. For this proposed rule, the Coast Guard estimates an increase in costs of approximately $3.98 million to industry. This is an approximately 10-percent increase due to the change in revenue needed in 2027 compared to the revenue needed in 2026, as shown in table 37. The biggest driver of the overall increase is an increase of four Pilots and one Apprentice compared to the 2026 season, which drives a total of 53 percent of the increase. The rest of the overall rate increase is driven by changes to inflation and vessel traffic which are equally 23 percent of the overall increase.
The Coast Guard is required to review and adjust pilotage rates on the Great Lakes annually. See Section II. Basis and Purpose of this preamble for detailed discussions of the legal basis and purpose for this proposed rulemaking. Based on our annual review for this proposed rulemaking, we propose adjusting the pilotage rates for the 2027 shipping season to generate sufficient revenues for each district to reimburse its necessary and reasonable operating expenses and fairly compensate trained and rested Pilots. The result would be an increase in rates for all areas in Districts One, Two, and Three. These changes would also lead to a net increase in the cost of service to shippers. The change in per unit cost to each individual shipper would be dependent on their area of operation.
A detailed discussion of our economic impact analysis follows.
This proposed rule would affect Pilots and Apprentice Pilots, the three pilotage associations, and the owners and operators of 247 oceangoing vessels that transit the Great Lakes annually, on average, from 2023 through 2025. We estimate that there would be 61 Pilots and 8 Apprentice Pilots during the 2027 shipping season. The shippers that would be affected by these rate changes are those owners and operators of domestic vessels operating “on register”
The Coast Guard used billing information from the years 2023 through 2025 from SeaPro to estimate the average annual number of vessels that would be affected by the proposed rate adjustment. SeaPro tracks data related to managing and coordinating the dispatch of Pilots on the Great Lakes and billing in accordance with the services. As described in the ratemaking methodology, we use a 10-year average to estimate the traffic for the rate. We used 3 years of the most recent billing data to estimate the affected population. Using 3 years of billing data is a better representation of the vessel population that is currently using pilotage services and impacted by this proposed rule. We found that 392 unique vessels used pilotage services during the years 2023 through 2025. That is, these vessels had a U.S. registered Pilot dispatched to the vessel and billing information was recorded in SeaPro. Of these vessels, 376 were foreign-flagged vessels and 16 were U.S.-flagged vessels. Again, U.S.-flagged vessels not operating on register are not required to have a Pilot, per 46 U.S.C. 9302, but they can voluntarily choose to have one. Any such vessels that voluntarily choose to have a Pilot are accounted for in the methodology.
Numerous factors affect vessel traffic, which varies from year to year. Therefore, rather than using the total number of vessels over the time period, the Coast Guard took an average of the unique vessels using pilotage services from the years 2023 through 2025 as the best representation of vessels estimated to be affected by the rates in this proposed rule. From 2023 through 2025, an average of 247 vessels used pilotage services annually.
The proposed rate changes resulting from this adjustment to the rates result in a net increase in the cost of service to shippers. However, the change in per unit cost to each individual shipper would be dependent on their area of operation.
The Coast Guard estimates the effect of the proposed rate changes on shippers by comparing the total projected revenues needed to cover costs in 2026 with the total projected revenues needed to cover costs in 2027. We set pilotage rates, so pilotage associations receive enough revenue to cover their necessary and reasonable expenses. Shippers pay these rates when they engage a Pilot as required by 46 U.S.C. 9302. Therefore, the aggregate payments of shippers to pilotage associations are equal to the projected necessary revenues for pilotage associations. The revenues each year represent the total costs that shippers must pay for pilotage services. The change in revenue from the previous year is the additional cost to shippers discussed in this proposed rule.
The impacts of the rate changes on shippers are estimated from the district pilotage projected revenues (shown in tables 8, 19, and 30 of this preamble). The Coast Guard estimates that, for the 2027 shipping season, the projected revenue needed for all three districts is $44,428,413.
To estimate the change in cost to shippers from this proposed rule, the Coast Guard compared the 2027 total projected revenues to the 2026 projected revenues. Because we review and prescribe rates for Great Lakes pilotage annually, the effects are estimated as a single-year cost rather than annualized over a 10-year period. In the 2026 final rule, we estimated the total projected revenue needed for 2026 as $40,451,209.
The resulting difference between the projected revenue in 2026 and the projected revenue in 2027 is the annual change in payments from shippers to Pilots as a result of this proposed rule's rate changes. The effect of the rate changes on shippers would vary by area and district. The proposed rate changes lead to affected shippers operating in District One experiencing an increase in payments of $1,029,896 over 2026. District Two and District Three would experience an increase in payments of $652,734 and $2,294,574, respectively, when compared with 2026. The overall adjustment in payments would be an increase in payments by shippers of $3,977,204 across all three districts (a 10-percent increase when compared with 2026). Again, because the Coast Guard reviews and sets rates for Great Lakes pilotage annually, we estimate the impacts as single-year costs rather than annualizing them over a 10-year period.
Table 39 shows the difference in revenue by revenue-component from 2026 to 2027 and presents each revenue-component as a percentage of the total revenue needed. In both 2026 and 2027, the largest revenue-component was pilotage compensation (68 percent of total revenue needed in 2026 and 68 percent of total revenue needed in 2027), followed by operating expenses (29 percent of total revenue needed in 2026 and 29 percent of total revenue needed in 2027).
We estimate that there would be a total increase in revenue needed by the pilotage associations of $3,977,204. This represents an increase in revenue needed for total target Pilot compensation of $2,843,520, an increase in revenue needed for total target Apprentice Pilot wage benchmark of $216,687, and an increase in the revenue needed for adjusted operating expenses of $916,997.
The change in revenue needed for target Pilot compensation, $2,843,520, is due to three factors: (1) The changes to adjust 2026 pilotage compensation to account for the difference between actual ECI inflation
The target Pilot compensation would be $496,674 per Pilot in 2027, compared to $481,642 in 2026. The proposed changes to modify the 2026 target Pilot compensation to account for the difference between predicted and actual inflation would increase the target Pilot compensation value by 1 percent for 2027. As shown in table 40, this inflation adjustment would increase total Pilot compensation by $4,816 per Pilot, and the total revenue needed by $293,802 when accounting for all 61 Pilots.
Similarly, table 41 shows the impact of the difference between predicted and actual inflation on the target Apprentice Pilot compensation benchmark. The inflation adjustment increases the target Apprentice Pilot compensation benchmark by $1,734 per Apprentice Pilot, and the total revenue needed by $13,871 when accounting for all 8 Apprentice Pilots.
Another increase, $582,288, would be the result of increasing compensation for the 57 Pilots predicted for the 2026 season to account for future inflation of 2.1 percent in 2027. This would increase total compensation by $10,216 per Pilot when accounting for all 57 Pilots in the 2026 final rule, as shown in table 42.
Similarly, an increase of $25,746 would be the result of increasing compensation for the 7 Apprentice Pilots predicted for 2026 season to account for future inflation of 2.1 percent in 2027. This would increase total compensation by $3,678 per Apprentice Pilot when accounting for the 7 Apprentice Pilots in the 2026 final rule, as shown in table 43.
As noted earlier, the Coast Guard predicts that 61 Pilots would be needed for the 2027 season. This would be an increase of 4 Pilots compared to the 2026 season. The difference reflects an increase of 1 Pilot in District One and 3 Pilots in District Three.
Table 44 shows the increase of $1,967,430 in revenue needed solely for Pilot compensation. As noted previously, to avoid double counting, this value excludes the change in revenue resulting from the change to adjust 2026 pilotage compensation to account for the difference between actual and predicted inflation.
Similarly, the Coast Guard predicts that 8 Apprentice Pilots would be needed for the 2027 season. This would be an increase of 1 Apprentice Pilot from the 2026 season. The difference reflects an increase of 1 Apprentice Pilot for District Three.
Table 45 shows the increase of $177,069 in revenue needed solely for Apprentice Pilot compensation. As noted previously, to avoid double counting, this value excludes the change in revenue resulting from the change to adjust 2026 Apprentice Pilotage compensation to account for the difference between actual and predicted inflation.
Table 46 presents
This proposed rule allows the Coast Guard to meet the requirements in 46 U.S.C. 9303 to review the rates for pilotage services on the Great Lakes. The rate changes promote safe, efficient, and reliable pilotage service on the Great Lakes by ensuring that rates cover an association's operating expenses and by providing fair compensation, adequate training, and sufficient rest periods for Pilots. The rate changes also help recruit and retain Pilots, which ensures a sufficient number of Pilots to meet peak shipping demand, helping to reduce delays caused by Pilot shortages.
In addition, this proposed rule provides clarity on how the ratemaking applies to the Straits of Mackinac, as designated in the 2026 NDAA. Shippers would have a better understanding of what rates apply and what would be expected of a Pilot when transiting the Straits of Mackinac, which further facilitates commerce throughout the Great Lakes region.
Under the Regulatory Flexibility Act, 5 U.S.C. 601-612, we have considered whether this proposed rule would have a significant economic impact on a substantial number of small entities. The term “small entities” comprises small businesses, not-for-profit organizations that are independently owned and operated and are not dominant in their fields, and governmental jurisdictions with populations of less than 50,000 people.
For the proposed rule, the Coast Guard reviewed recent company size and ownership data for the vessels identified in SeaPro, and business revenue and size data provided by publicly available sources, such as Data Axle Reference Solutions and Manta.
In addition to the owners and operators discussed previously, the three pilotage associations that provide and manage pilotage services within the Great Lakes districts would be affected by this proposed rule. District One's SLSPA uses the North American Industry Classification System (NAICS) code “Inland Water Freight Transportation,” with a small-entity size standard of 1,050 employees. District Two's LPA uses the NAICS code, “Business Associations,” with a small-entity size standard of $15,500,000 in revenue. District Three's WGLPA did not have a registered NAICS code through Data Axle Reference Solutions Resources. All three associations are considered small entities by SBA size standards.
Table 47 shows the NAICS codes of the U.S. entities and the pilotage associations, and the respective small entity standard size established by the SBA.
Of the 15 U.S. entities, 5 exceed the SBA's small business standards for small entities. To estimate the potential impact on the 10 small entities, the Coast Guard increased their 2025 pilotage costs to account for the changes in pilotage rates for each district resulting from this proposed rule and the 2026 final rule. In past rules, we applied the average change in the rate (9.8 percent for this year), but for this proposed rule, we applied the change in the rate within each area to better capture the impacts where the rates may
We then estimated the change in cost to these entities resulting from this proposed rule by subtracting their estimated 2027 pilotage costs from their estimated 2026 pilotage costs and found the average impact to small firms would be approximately $28,194, with a range of $528 to $86,079. We then compared the estimated change in pilotage costs between 2026 and 2027 with each firm's annual revenue, where revenue is known. The estimated impact on revenues ranges from 0.2 percent to 1.14 percent. One entity would experience an impact greater than 1 percent.
Finally, the Coast Guard did not find any small not-for-profit organizations that are independently owned and operated and are not dominant in their fields that would be impacted by this proposed rule. We also did not find any small governmental jurisdictions with populations of fewer than 50,000 people that would be impacted by this proposed rule. Based on this analysis, we conclude this proposed rulemaking would not affect a substantial number of small entities, nor have a significant economic impact on any of the affected entities.
Therefore, the Coast Guard certifies under 5 U.S.C. 605(b) that this proposed rule would not have a significant economic impact on a substantial number of small entities. If you think that your business, organization, or governmental jurisdiction qualifies as a small entity and that this proposed rule would have a significant economic impact on it, please submit a comment to the docket at the address listed in the
Under section 213(a) of the Small Business Regulatory Enforcement Fairness Act of 1996, Public Law 104-121, we want to assist small entities in understanding this proposed rule so that they can better evaluate its effects on them and participate in the rulemaking. If the proposed rule would affect your small business, organization, or governmental jurisdiction and you have questions concerning its provisions or options for compliance, please call or email the person in the
Small businesses may send comments on the actions of Federal employees who enforce, or otherwise determine compliance with, Federal regulations to the Small Business and Agriculture Regulatory Enforcement Ombudsman and the Regional Small Business Regulatory Fairness Boards. The Ombudsman evaluates these actions annually and rates each agency's responsiveness to small business. If you wish to comment on actions by employees of the Coast Guard, call 1-888-REG-FAIR (1-888-734-3247).
This proposed rule would call for no new collection of information under the Paperwork Reduction Act of 1995, 44 U.S.C. 3501-3520, nor would it alter an existing collection of information.
A rule has implications for federalism under Executive Order 13132 (Federalism) if it has a substantial direct effect on States, on the relationship between the National Government and the States, or on the distribution of power and responsibilities among the various levels of government. We have analyzed this proposed rule under Executive Order 13132 and have determined that it is consistent with the fundamental federalism principles and preemption requirements described in Executive Order 13132. Our analysis follows.
Congress directed the Coast Guard to establish “rates and charges for pilotage services” (46 U.S.C. 9303(f)). This regulation is issued pursuant to that statute and is preemptive of State law as specified in 46 U.S.C. 9306. Under 46 U.S.C. 9306, a “State or political subdivision of a State may not regulate or impose any requirement on pilotage on the Great Lakes.” As a result, States or local governments are expressly prohibited from regulating within this category. Therefore, this proposed rule is consistent with the fundamental federalism principles and preemption requirements described in Executive Order 13132.
While it is well settled that States may not regulate in categories in which Congress intended the Coast Guard to be the sole source of a vessel's obligations, the Coast Guard recognizes the key role that State and local governments may have in making regulatory determinations. Additionally, for rules with federalism implications and preemptive effect, Executive Order 13132 specifically directs agencies to consult with State and local governments during the rulemaking process. If you believe this proposed rule would have implications for federalism under Executive Order 13132, please call or email the person listed in the
The Unfunded Mandates Reform Act of 1995, 2 U.S.C. 1531-1538, requires Federal agencies to assess the effects of their discretionary regulatory actions. In particular, the Act addresses actions that may result in the expenditure by a State, local, or tribal government, in the aggregate, or by the private sector of $100 million (adjusted for inflation) or more in any 1 year. Although this proposed rule would not result in such an expenditure, we do discuss the potential effects of this proposed rule elsewhere in this preamble.
This proposed rule would not cause a taking of private property or otherwise have taking implications under Executive Order 12630 (Governmental Actions and Interference with Constitutionally Protected Property Rights).
This proposed rule meets applicable standards in sections 3(a) and 3(b)(2) of Executive Order 12988, (Civil Justice Reform), to minimize litigation, eliminate ambiguity, and reduce burden.
We have analyzed this proposed rule under Executive Order 13045 (Protection of Children from Environmental Health Risks and Safety Risks). This proposed rule is not an economically significant rule and would not create an environmental risk to health or risk to safety that might disproportionately affect children.
This proposed rule does not have tribal implications under Executive Order 13175 (Consultation and Coordination with Indian Tribal Governments) because it would not have a substantial direct effect on one or more Indian tribes, on the relationship between the Federal Government and Indian tribes, or on the distribution of power and responsibilities between the Federal Government and Indian tribes.
We have analyzed this proposed rule under Executive Order 13211 (Actions Concerning Regulations That Significantly Affect Energy Supply, Distribution, or Use). We have determined that it is not a “significant energy action” under that order because it is not a “significant regulatory action” under Executive Order 12866 and is not likely to have a significant adverse effect on the supply, distribution, or use of energy.
The National Technology Transfer and Advancement Act, codified as a note to 15 U.S.C. 272, directs agencies to use voluntary consensus standards in their regulatory activities unless the agency provides Congress, through OMB, with an explanation of why using these standards would be inconsistent with applicable law or otherwise impractical. Voluntary consensus standards are technical standards (for example, specifications of materials, performance, design, or operation; test methods; sampling procedures; and related management systems practices) that are developed or adopted by voluntary consensus standards bodies.
This proposed rule does not use technical standards. Therefore, we did not consider the use of voluntary consensus standards.
We have analyzed this proposed rule under Department of Homeland Security (DHS) Management Directive 023-01, Rev. 1, associated implementing instructions, and Environmental Planning COMDTINST 5090.1 (series), which guide the Coast Guard in complying with the National Environmental Policy Act of 1969 (42 U.S.C. 4321-4370f), and have made a preliminary determination this action is not likely to have a significant effect on the human environment. A preliminary Record of Environmental Consideration supporting this determination is available in the docket. For instructions on locating the docket, see the
The Coast Guard views public participation as essential to effective rulemaking and will consider all comments and material received during the comment period. Your comment can help shape the outcome of this proposed rulemaking. If you submit a comment, please include the docket number for this proposed rulemaking, indicate the specific section of this document to which each comment applies, and provide a reason for each suggestion or recommendation.
Administrative practice and procedure, Great Lakes, Navigation (water), Penalties, Reporting and recordkeeping requirements, Seamen.
Great Lakes, Navigation (water), Seamen.
For the reasons discussed in the preamble, the Coast Guard proposes to amend 46 CFR parts 401 and 404 as follows:
46 U.S.C. 2103, 2104(a), 6101, 7701, 8105, 9303, 9304; DHS Delegation No. 00170.1, Revision No. 01.4.
(a) * * *
(1) The St. Lawrence River is $1,002;
(2) Lake America is $678;
(3) Lake Erie is $585;
(4) The navigable waters from Southeast Shoal to Port Huron, MI are $692;
(5) Lakes Huron, Michigan, and Superior; and the Straits of Mackinac are $445; and
(6) The St. Marys River is $889.
46 U.S.C. 2103, 2104(a), 9303, 9304; DHS Delegation No. 00170.1, Revision No. 01.4.
National Highway Traffic Safety Administration (NHTSA), Department of Transportation (DOT).
Denial of petition for rulemaking.
This document denies the September 11, 2025, petition for rulemaking submitted by Eric Dauster (“petitioner”). The petitioner requested that the agency initiate rulemaking to establish new standards for a centralized National Map Database (NMD) containing static roadway information and requiring global mapping providers to conform to these standards. The petitioner stated that the NMD standards should apply to entities responsible for the installation and maintenance of road infrastructure, including local municipalities, state transportation agencies, and private contractors. NHTSA is denying the petition based on a lack of information necessary for the agency to take action under the National Traffic and Motor Vehicle Safety Act, as well as the agency's view concerning the efficient allocation of agency resources.
September 21, 2026.
National Highway Traffic Safety Administration, 1200 New Jersey Avenue SE, Washington, DC 20590.
For technical issues, please contact Mr. Michael Venegas, Office of Automation Safety; Telephone: 202-366-1810; Email:
The National Traffic and Motor Vehicle Safety Act (“Safety Act”) (49 U.S.C. 3010
Petitions for rulemaking are governed by 49 CFR part 552. Pursuant to section 552.6, the agency conducts a technical review of the petition, which may consist of an analysis of the material submitted, together with information already in possession of the agency. In deciding whether to grant or deny a petition, the agency considers this technical review as well as appropriate factors, which include, among others, allocation of agency resources and agency priorities.
The petitioner submitted a letter, dated September 11, 2025, that includes a rulemaking petition pursuant to 49 CFR part 552.
After a thorough review of the petition and accompanying materials provided by the petitioner, NHTSA has decided to deny the NMD rulemaking petition based on a lack of sufficient data necessary to proceed under the Motor Vehicle Safety Act, 49 U.S.C. 30111(a) and (b) the allocation of agency resources.
Although conformance of map standards may have safety benefits for the deployment and operation of ADS-equipped vehicles, the petitioner has not provided sufficient information to establish the extent to which the proposed NMD standards will address ADS relevant safety needs.
NHTSA reviewed all sources provided by the petitioner to determine whether and to what extent a safety need exists that could be resolved by introducing NMD standards. Without more detailed evidence, it is inconclusive whether map data inaccuracies are the root cause for the ADS performance errors described by each of the provided sources. Some sources do not directly reference map inaccuracies but instead point to localization, perception, or other software errors. For example, the petitioner references UC Irvine research from 2025 and summarily states the research “demonstrated that multicolored stickers placed on traffic signs can cause self-driving systems to misinterpret commands, resulting in hazardous braking or speeding.” In reviewing the research, UC Irvine points to possible limitations with regards to traffic sign recognition due to physical patches or posters applied to stop signs and speed limit signs, which NHTSA interprets as vision-based inaccuracies rather than map inaccuracy issues.
Other sources cited in the petition and incidents reviewed by the petitioner and included in the petition make claims that map data inaccuracies are the root cause of incidents with ADS-equipped vehicles. However, upon
The petitioner has not provided information on the practical means or solutions by which NHTSA may establish a standard.
Consistent with the Motor Vehicle Safety Act, the Federal Motor Vehicle Safety Standards apply to manufacturers of motor vehicles and motor vehicle equipment. The proposed rulemaking calls for a national map database of static road features which is to be maintained by entities responsible for installing and maintaining road infrastructure. Since these entities are not manufacturers of motor vehicle equipment, NHTSA would likely not have authority to regulate these entities under the Motor Vehicle Safety Act.
Furthermore, the petition provides enumerated rule requirements, including accuracy standards, update frequency and validation, data integrity and cybersecurity, and reconciliation and standardization for external mapping companies, which may present significant challenges to practicability. High-definition maps are not specifically called out in the petition but are implied as the solution based on the proposed standards for positional accuracy, resolution, and acceptable error margins. To generate this level of accuracy at the frequency (the petition states daily at minimum) and resolving map errors (petition states within 72 hours) is likely to be a significant burden to the responsible entities. In addition, the entities responsible for installing and maintaining road infrastructure may not have the existing expertise or resources to collect and maintain such detailed level of information. The petition also calls for a public error-reporting portal to catch possible map errors. This could result in questionable error reporting which would need to be verified first before taking action to correct. No practicable solutions are provided for responsible entities to verify such error reporting nor means to determine resolution criticality based on safety impact considering the multitude of different ADS implementations and areas of operation, influencing their sensitivities to such errors. Finally, a phased rollout approach is proposed to prioritize high-traffic and high-risk areas along with error update time windows based on what is deemed critical or non-critical. Given the variety of ADS applications and operating areas, it is not clear by what means or methods error criticality is to be determined nor prioritization of update rollout to avoid the potential for uneven advantages given to specific ADS manufacturers or operators.
The Department's Automated Vehicle (AV) Framework
Therefore, NHTSA is denying Eric Dauster's rulemaking petition.
49 U.S.C. 30113; delegation of authority at 49 CFR 1.95.
Issued on in Washington, DC, under authority delegated in 49 CFR 1.95 and 501.5.
The Department of Agriculture has submitted the following information collection requirement(s) to OMB for review and clearance under the Paperwork Reduction Act of 1995, Public Law 104-13. Comments are requested regarding; whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; the accuracy of the agency's estimate of burden including the validity of the methodology and assumptions used; ways to enhance the quality, utility and clarity of the information to be collected; ways to minimize the burden of the collection of information on those who are to respond, including through the use of appropriate automated, electronic, mechanical, or other technological collection techniques or other forms of information technology.
Comments regarding this information collection received by October 21, 2026 will be considered. Written comments and recommendations for the proposed information collection should be submitted within 30 days of the publication of this notice on the following website
An agency may not conduct or sponsor a collection of information unless the collection information displays a currently valid OMB control number and the agency informs potential persons who are to respond to the collection of information that such person are not required to respond to the collection of information unless it displays a currently valid OMB control number.
1. All iron and steel used in the project are produced in the United States.
2. All manufactured products used in the project are produced in the United States.
3. All construction materials are manufactured in the United States.
USDA agencies and staff offices may, in accordance with BABAA sections 70914(b) and (d), 70921(b), and 70935, and the Office of Management and Budget (OMB) Memorandum M 22-11, Initial Implementation Guidance on Application of Buy America Preference in Federal Financial Assistance Programs for Infrastructure, approve waivers to BABAA sourcing requirements submitted by recipients and subrecipients under a Federal financial assistance program the USDA agency or staff office has identified as an infrastructure project, regardless of whether infrastructure is the primary purpose of the award.
The General Services Administration (GSA), in accordance with BABAA, is working with Federal agencies and OMB to develop a web based BABAA electronic data submission system that USDA anticipates participating in when the system becomes available. GSA began work on this endeavor and a completion date has not been established.
The Department of Agriculture has submitted the following information collection requirement(s) to OMB for review and clearance under the Paperwork Reduction Act of 1995, Public Law 104-13. Comments are requested regarding; whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; the accuracy of the agency's estimate of burden including the validity of the methodology and assumptions used; ways to enhance the quality, utility and clarity of the information to be collected; and ways to minimize the burden of the collection of information on those who are to respond, including through the use of appropriate automated, electronic, mechanical, or other technological collection techniques or other forms of information technology.
Comments regarding this information collection received by October 21, 2026 will be considered. Written comments and recommendations for the proposed information collection should be submitted within 30 days of the publication of this notice on the
Animal and Plant Health Inspection Service, USDA.
Notice of availability.
We are advising the public that the Animal and Plant Health Inspection Service has received a petition from Bayer U.S.-Crop Science seeking a determination of nonregulated status for MON 89151 lepidopteran-protected cotton (
We will consider all comments that we receive on or before November 20, 2026.
You may submit comments by either of the following methods:
•
•
The petition, draft plant pest risk assessment, and any comments we receive on this docket may be viewed at
Mr. Alan Pearson, Biotechnology Regulatory Services, APHIS, USDA, 5601 Sunnyside Avenue, AP100-3-WS-1151, Beltsville, MD 20705; (301) 851-3944; email:
Under the authority of the plant pest provisions of the Plant Protection Act (7 U.S.C. 7701
Section 340.6(a) of the regulations provides that any person may submit a petition to the Animal and Plant Health Inspection Service (APHIS) seeking a determination that an article should not be regulated under 7 CFR part 340. Paragraphs (b) and (c) of § 340.6 describe the form that a petition for a determination of nonregulated status must take and the information that must be included in the petition.
APHIS has received a petition (APHIS Petition Number 25-323-01p) from Bayer U.S.-Crop Science seeking a determination of nonregulated status for MON 89151 lepidopteran-protected cotton (
As part of our decision-making process regarding the organism's regulatory status, APHIS prepared a draft plant pest risk assessment (PPRA) to assess the plant pest risk of the organism. APHIS' draft PPRA compared the pest risk posed by MON 89151 with that of the nonmodified variety from which it was derived. The draft PPRA concluded that MON 89151 is unlikely to pose an increased plant pest risk compared to the nonmodified cotton.
Paragraph (d) of § 340.6 provides that APHIS will publish a notice in the
After the comment period closes, APHIS will review and evaluate any information received during the comment period and any other relevant information. Based upon available information, APHIS will respond to the petitioner either approving or denying the petition. APHIS will post its regulatory determination on its website and publish a notice of availability in the
Animal and Plant Health Inspection Service, USDA.
Notice of availability.
We are advising the public that the Animal and Plant Health Inspection Service has received a petition from Bayer U.S.-Crop Science seeking a determination of nonregulated status for herbicide resistant MON 96012 cotton (
We will consider all comments that we receive on or before November 20, 2026.
You may submit comments by either of the following methods:
•
•
The petition, draft plant pest risk assessment, and any comments we receive on this docket may be viewed at
Mr. Alan Pearson, Biotechnology Regulatory Services, APHIS, USDA, 5601 Sunnyside Avenue, AP100-3-WS-1151, Beltsville, MD 20705; (301) 851-3944; email:
Under the authority of the plant pest provisions of the Plant Protection Act (7 U.S.C. 7701
Section 340.6(a) of the regulations provides that any person may submit a petition to the Animal and Plant Health Inspection Service (APHIS) seeking a determination that an article should not be regulated under 7 CFR part 340. Paragraphs (b) and (c) of § 340.6 describe the form that a petition for a determination of nonregulated status must take and the information that must be included in the petition.
APHIS has received a petition (APHIS Petition Number 25-318-01p) from Bayer U.S.-Crop Science seeking a determination of nonregulated status for herbicide resistant MON 96012 cotton (
As part of our decision-making process regarding the organism's regulatory status, APHIS prepared a draft plant pest risk assessment (PPRA) to assess the plant pest risk of the organism. APHIS' draft PPRA compared the pest risk posed by MON 96012 with that of the nonmodified variety from which it was derived. The draft PPRA concluded that MON 96012 is unlikely to pose an increased plant pest risk compared to the nonmodified cotton.
Paragraph (d) of § 340.6 provides that APHIS will publish a notice in the
After the comment period closes, APHIS will review and evaluate any information received during the comment period and any other relevant information. Based upon available information, APHIS will respond to the petitioner either approving or denying the petition. APHIS will post its regulatory determination on its website and publish a notice of availability in the
Civil Rights Cold Case Records Review Board.
Notice.
The Civil Rights Cold Case Records Review Board previously reviewed and made formal disclosure determinations on records related to civil rights cold case incidents 2023-002-001, 2023-002-008, 2023-002-009, 2024-003-003, and 2024-003-041 in which the Department of Justice (DOJ) and the Federal Bureau of Investigation (FBI) proposed postponements. The agencies later proposed 22 additional postponements. In September 2026, the Review Board approved 3 of these additional postponements. By issuing this notice, the Review Board complies with the Civil Rights Cold Case Records Collection Act of 2018 that requires the Review Board to publish in the
Stephannie Oriabure, Chief of Staff, Civil Rights Cold Case Records Review Board, 1800 F Street NW, Washington, DC 20405, (771) 221-0014,
Enforcement and Compliance, International Trade Administration, Department of Commerce.
The U.S. Department of Commerce (Commerce) preliminarily determines that tin mill products from the People's Republic of China (China) are being, or are likely to be, sold in the United States at less than fair value (LTFV). The period of investigation (POI) is October 1, 2025, through March 31, 2026. Interested parties are invited to comment on this preliminary determination.
Applicable September 21, 2026.
Blair Hood, AD/CVD Operations, Office I, Enforcement and Compliance, International Trade Administration, U.S. Department of Commerce, 1401 Constitution Avenue NW, Washington, DC 20230; telephone: (202) 482-8329.
This preliminary determination is made in accordance with section 733(b) of the Tariff Act of 1930, as amended (the Act). Commerce published the
The product covered by this investigation is tin mill products from China. For a complete description of the scope of this investigation,
In accordance with the preamble to Commerce's regulations,
Commerce is conducting this investigation in accordance with section 731 of the Act. Pursuant to sections 776(a) and (b) of the Act, Commerce preliminarily has relied upon facts otherwise available, with adverse inferences, for the China-wide entity, which includes the companies listed in Appendix III that did not rebut the presumption of state control due to their failure to: (1) respond to the quantity and value questionnaire; (2) submit a separate rate application; and/or (3) respond to the initial questionnaire by withdrawing from this investigation. For a full description of the methodology underlying Commerce's preliminary determination,
In accordance with section 733(e) of the Act and 19 CFR 351.206, Commerce preliminarily determines that critical circumstances exist with respect to imports of tin mill products from China for the China-wide entity. For a full description of the methodology and results of Commerce's critical circumstances analysis,
In the
The Act does not address the establishment of a separate rate for non-examined companies when Commerce limits its examination in an administrative review covering a non-market economy pursuant to section 777A(c)(2) of the Act. However, Commerce's regulation at 19 CFR 351.109(g) states that Commerce will determine the separate rate by following the process set forth in 19 CFR 351.109(f)(1)-(2), which generally parallels the process for determining the all-others rate in an investigation under section 735(c)(5) of the Act. Section 735(c)(5)(A) of the Act and 19 CFR 351.109(f) state that for non-examined companies, in general, we will determine an all-others rate by weight averaging the estimated weighted average dumping margins established for each of the individually examined companies, excluding zero and
Commerce preliminarily determines that the following estimated weighted-average dumping margins exist:
In accordance with section 733(d)(2) of the Act, Commerce will direct U.S. Customs and Border Protection (CBP) to suspend liquidation of subject merchandise as described in the scope of the investigation section entered, or withdrawn from warehouse, for consumption on or after the date of publication of this notice in the
Section 733(e)(2) of the Act provides that, given an affirmative determination of critical circumstances, any suspension of liquidation shall apply to unliquidated entries of merchandise entered, or withdrawn from warehouse, for consumption on or after the later of: (a) the date which is 90 days before the date on which the suspension of liquidation was first ordered; or (b) the date on which notice of initiation of the investigation was published. Commerce preliminarily finds that critical circumstances exist for imports of subject merchandise from the China-wide entity. In accordance with section 733(e)(2)(A) of the Act, the suspension of liquidation shall apply to all unliquidated entries of merchandise from the producer/exporter combinations identified in this paragraph that were entered, or withdrawn from warehouse, for consumption on or after the date which is 90 days before the publication of this notice.
To determine the cash deposit rate, Commerce normally adjusts the estimated weighted-average dumping margin by the amount of domestic subsidy pass-through and export subsidies determined in a companion countervailing duty (CVD) proceeding when CVD provisional measures are in effect. Accordingly, where Commerce has made a preliminary affirmative determination for domestic subsidy pass-through or export subsidies, Commerce has offset the calculated estimated weighted-average dumping margin by the appropriate rate(s). Any such adjusted rates may be found in the “Preliminary Determination” section's chart of estimated weighted-average dumping margins above.
Should provisional measures in the companion CVD investigation expire prior to the expiration of provisional measures in this LTFV investigation, Commerce will direct CBP to begin collecting cash deposits at a rate equal to the estimated weighted-average dumping margins calculated in this preliminary determination unadjusted for the passed-through domestic subsidies or for export subsidies at the time the CVD provisional measures expire.
These suspension of liquidation instructions will remain in effect until further notice.
Normally, Commerce discloses to interested parties the calculations performed in connection with a preliminary determination within five days of its public announcement or, if there is no public announcement, within five days of the date of publication of this notice in accordance with 19 CFR 351.224(b). However, because Commerce preliminarily determined that all companies are part of the China-wide entity and assigned to the China-wide entity and AFA rate that is based solely on the margin alleged in the Petition, there are no calculations to disclose.
Case briefs or other written comments may be submitted to the Assistant Secretary for Enforcement and Compliance no later than 14 days after the date of publication of the preliminary determination, unless the Secretary alters the time limit. Rebuttal briefs, limited to issues raised in the case briefs, may be filed not later than five days after the date for filing case briefs.
As provided under 19 CFR 351.309(c)(2)(iii) and (d)(2)(iii), we request that interested parties provide at the beginning of their briefs a public executive summary for each issue raised in their briefs.
Pursuant to 19 CFR 351.310(c), interested parties who wish to request a hearing, limited to issues raised in the case and rebuttal briefs, must submit a written request to the Assistant Secretary for Enforcement and Compliance, U.S. Department of Commerce, within 30 days after the date of publication of this notice. Requests should contain: (1) the party's name, address, and telephone number; (2) the number of participants and whether any participant is a foreign national; and (3) a list of the issues to be discussed. If a request for a hearing is made, Commerce intends to hold the hearing at a time and date to be determined.
Section 735(a)(1) of the Act and 19 CFR 351.210(b)(1) provide that Commerce will issue the final determination within 75 days after the date of its preliminary determination. Accordingly, Commerce will make its final determination no later than 75 days after the signature date of this preliminary determination.
In accordance with section 733(f) of the Act, Commerce will notify the U.S. International Trade Commission (ITC) of its preliminary determination of sales at LTFV. If the final determination is affirmative, the ITC will determine before the later of 120 days after the date of this preliminary determination or 45
This determination is issued and published in accordance with sections 733(f) and 777(i)(1) of the Act and 19 CFR 351.205(c).
The products within the scope of the investigation are tin mill flat-rolled products that are coated or plated with tin, chromium, or chromium oxides. Flat-rolled steel products coated with tin are known as tinplate. Flat-rolled steel products coated with chromium or chromium oxides are known as tin-free steel or electrolytic chromium-coated steel. The scope includes all the noted tin mill products regardless of thickness, width, form (in coils or cut sheets), coating type (electrolytic or otherwise), edge (trimmed, untrimmed or further processed, such as scroll cut), coating thickness, surface finish, temper, coating metal (tin, chromium, chromium oxide), reduction (single- or double-reduced), and whether or not coated with a plastic material.
Excluded from the scope of the investigation is certain single-reduced electrolytically chromium-coated steel tape for use as an armoring and shielding layer for fiber optic and telecommunications cables (commonly known in the industry as “copolymer coated steel tape”). Such excluded certain single-reduced electrolytically chromium-coated steel tape is excluded only if it meets all seven (7) of the below requirements:
(1) Single-reduced electrolytically chromium-coated steel,
(2) Actual thickness of 0.160 mm or less (55-pound base box weight),
(3) Type MR steel,
(4) T2-T3 temper,
(5) With a tensile range of 45-57 KSI or 310.20-393.00 Mpa,
(6) 15% minimum elongation, and
(7) 0.06-012 g/m2 chromium coating.
The merchandise subject to the investigation is currently classified in the Harmonized Tariff Schedule of the United States (HTSUS), under HTSUS subheadings 7210.11.0000, 7210.12.0000, 7210.50.0020, 7210.50.0090, 7212.10.0000, 7212.50.0000, if of non-alloy steel and under HTSUS subheadings 7225.99.0090, and 7226.99.0180 if of alloy steel. Although the subheadings are provided for convenience and customs purposes, the written description of the scope of the investigation is dispositive.
Enforcement and Compliance, International Trade Administration, Department of Commerce.
The U.S. Department of Commerce (Commerce) preliminarily finds that Nacional de Cobre, S.A. de C.V. (Cobre) made sales of seamless refined copper pipe and tube (copper pipe and tube) from Mexico below normal value (NV) during the period of review (POR), November 1, 2024, through October 31, 2025. In addition, we are rescinding the review with respect to GD Affiliates S. De R. L. de C.V. (Golden Dragon) and IUSA, S.A. de C.V. (IUSA). Interested parties are invited to comment on these preliminary results of review.
Applicable September 21, 2026.
Hannah Lee, AD/CVD Operations, Office VIII, Enforcement and Compliance, International Trade Administration, U.S. Department of Commerce, 1401 Constitution Avenue NW, Washington, DC 20230; telephone: (202) 482-1216.
On January 27, 2026, based on timely requests for review, in accordance with 19 CFR 351.221(c)(1)(i), we initiated an administrative review of the antidumping duty order on copper pipe and tube from Mexico.
For a complete description of the events that followed the initiation of this review,
The merchandise covered by the
Pursuant to 19 CFR 351.213(d)(1), Commerce will rescind an administrative review, in whole or in part, if a party that requested a review withdraws its request within 90 days of the date of publication of the notice of initiation of the requested review in the
Commerce is conducting this investigation in accordance with section 731 of the Act. Pursuant to section 776(a) of the Act, Commerce has preliminarily relied upon facts otherwise available for Cobre, the mandatory respondent in this investigation, because the company failed to submit the necessary information to calculate an antidumping duty (AD) margin in this investigation. Further, Commerce preliminarily determines that Cobre failed to cooperate by not acting to the best of its ability to comply with Commerce's requests for information and Commerce is using an adverse inference in selecting from among the facts otherwise available (
Commerce preliminarily determines that the following estimated weighted-average dumping margin exists for the period, November 1, 2024, through October 31, 2025:
Normally, Commerce discloses to interested parties the calculations performed in connection with preliminary results within five days of any public announcement or, if there is no public announcement, within five days of the date of publication of the notice of preliminary results in the
Case briefs or other written comments may be submitted to the Assistant Secretary for Enforcement and Compliance. Pursuant to 19 CFR 351.309(c)(1)(ii), we have modified the deadline for interested parties to submit case briefs to Commerce to no later than 14 days after the date of the publication of this notice.
As provided under 19 CFR 351.309(c)(2)(iii) and (d)(2)(iii), we request that interested parties provide at the beginning of their briefs a public executive summary for each issue raised in their briefs.
Pursuant to 19 CFR 351.310(c), interested parties who wish to request a hearing must submit a written request to the Assistant Secretary for Enforcement and Compliance, filed electronically via ACCESS by 5:00 p.m. Eastern Time within 14 days after the date of publication of this notice. Requests should contain: (1) the party's name, address, and telephone number; (2) the number of participants and whether any participants are foreign nationals; and (3) a list of issues to be discussed. Oral presentations at the hearing will be limited to issues raised in the briefs. If a request for a hearing is made, Commerce will inform parties of the scheduled date for the hearing.
Pursuant to section 751(a)(2)(A) of the Act and 19 CFR 351.212(b)(1), Commerce will determine, and U.S. Customs and Border Protection (CBP) shall assess, antidumping duties on all appropriate entries of subject merchandise in accordance with the final results of this review.
In accordance with Commerce's “automatic assessment” practice, for entries of subject merchandise during the POR produced by Cobre for which it did not know that the merchandise was destined for the United States, we intend to instruct CBP to liquidate those entries at the all-others rate calculated in the less-than-fair-value (LTFV) investigation if there is no rate for the intermediate company involved in the transaction.
For the two companies discussed above for which the review is being rescinded, Commerce will instruct CBP to assess antidumping duties on all appropriate entries. Antidumping duties shall be assessed at rates equal to the cash deposit rate for estimated antidumping duties required at the time of entry, or withdrawal from warehouse, for consumption, in accordance with 19 CFR 351.212(c)(1)(i). Commerce intends to issue rescission instructions to CBP no earlier than 41 days after the date of publication of this notice in the
Commerce intends to issue assessment instructions to CBP regarding Cobre no earlier than 41 days after the date of publication of the final
The following deposit requirements will be effective for all shipments of the subject merchandise entered, or withdrawn from warehouse, for consumption on or after the publication date of the final results of this administrative review, as provided by section 751(a)(2)(C) of the Act: (1) the cash deposit rate for Cobre will be equal to weighted-average dumping margin established in the final results of this review; (2) for merchandise exported by a company not covered in this review but covered in a prior completed segment of the proceeding, the cash deposit rate will continue to be the company specific rate published in the completed segment for the most recent period; (3) if the exporter is not a firm covered in this review or another completed segment of this proceeding, but the producer is, then the cash deposit rate will be the company-specific rate established for the completed segment for the most recent period for the producer of the merchandise; and (4) the cash deposit rate for all other producers or exporters will continue to be 26.03 percent, the all-others rate established in the less-than-fair-value investigation.
This notice serves as a preliminary reminder to importers of their responsibility under 19 CFR 351.402(f) to file a certificate regarding the reimbursement of antidumping prior to liquidation of the relevant entries during this review period. Failure to comply with this requirement could result in Commerce's presumption that reimbursement of antidumping duties occurred and the subsequent assessment of double antidumping duties.
We are issuing and publishing these preliminary results in accordance with sections 751(a)(1) and 777(i)(1) of the Act, and 19 CFR 351.221(b)(4).
Enforcement and Compliance, International Trade Administration, Department of Commerce.
Applicable September 21, 2026.
Shane Subler at (202) 482-6241 (India); and Samuel Evans at (202) 482-2420 (Republic of Türkiye (Türkiye)), AD/CVD Operations, Enforcement and Compliance, International Trade Administration, U.S. Department of Commerce, 1401 Constitution Avenue NW, Washington, DC 20230.
On August 4, 2026, the U.S. Department of Commerce (Commerce) initiated countervailing duty (CVD) investigations of imports of welded stainless line and pressure pipe (welded pipe) from India and Türkiye.
Section 703(b)(1) of the Tariff Act of 1930, as amended (the Act), requires Commerce to issue the preliminary determination in a CVD investigation within 65 days after the date on which Commerce initiated the investigation. However, section 703(c)(1) of the Act permits Commerce to postpone the preliminary determination until no later than 130 days after the date on which Commerce initiated the investigation if: (A) the petitioner makes a timely request for a postponement; or (B) Commerce concludes that the parties concerned are cooperating, that the investigation is extraordinarily complicated, and that additional time is necessary to make a preliminary determination. Under 19 CFR 351.205(e), the petitioner must submit a request for postponement 25 days or more before the scheduled date of the preliminary determination and must state the reasons for the request. Commerce will grant the request unless it finds compelling reasons to deny the request.
On September 10, 2026, the petitioners
In accordance with 19 CFR 351.205(e), the petitioners have stated the reasons for requesting a postponement of the preliminary determinations, and Commerce finds no compelling reason to deny the request. Therefore, in accordance with section 703(c)(1)(A) of the Act, Commerce is postponing the deadline for the preliminary determinations to no later than 130 days after the date on which these investigations were initiated,
This notice is issued and published pursuant to section 703(c)(2) of the Act and 19 CFR 351.205(f)(1).
Enforcement and Compliance, International Trade Administration, Department of Commerce.
The U.S. Department of Commerce (Commerce) determines that heavy walled rectangular welded carbon steel pipes and tubes from the Republic of Korea (Korea) were not sold at less than normal value during the period of review (POR) September 1, 2023, through August 31, 2024.
Applicable September 21, 2026.
Kayden Jenson, AD/CVD Operations, Office II, Enforcement and Compliance, International Trade Administration, U.S. Department of Commerce, 1401 Constitution Avenue NW, Washington, DC 20230; telephone: (202) 482-0967.
On March 20, 2026, Commerce published the
For a complete description of the events that occurred since the
The merchandise subject to the
All issues raised in the case briefs filed by interested parties in this administrative review are addressed in the Issues and Decision Memorandum and are listed in an appendix to this notice. The Issues and Decision Memorandum is a public document and is on file electronically via Enforcement and Compliance's Antidumping and Countervailing Duty Centralized Electronic Service System, which is available to registered users at
Based on a review of the record and comments received from interested parties regarding the
The Act and Commerce's regulations do not address the establishment of a weighted-average dumping margin to be applied to companies not selected for individual examination when Commerce limits its examination in an administrative review pursuant to section 777A(c)(2) of the Act. Generally, Commerce looks to section 735(c)(5) of the Act, which provides instructions for calculating the all-others rate in a less-than-fair-value (LTFV) investigation, for guidance when calculating the weighted average dumping margin for companies which were not selected for individual examination in an administrative review.
Under section 735(c)(5)(A) of the Act, the all-others rate is normally “an amount equal to the weighted-average of the estimated weighted-average dumping margins established for exporters and producers individually investigated, excluding any zero and
In this review, we calculated a dumping margin of zero percent for both mandatory respondents. Following the guidance provided in the SAA
As a result of this review, we determine that the following estimated weighted-average dumping margins
Commerce intends to disclose the calculations performed in connection with these final results of review to interested parties within five days after public announcement of the final results or, if there is no public announcement, within five days of the date of publication of this notice in the
Pursuant to section 751(a)(2)(C) of the Act, and 19 CFR 351.212(b)(1), Commerce has determined, and U.S. Customs and Border Protection (CBP) shall assess, antidumping duties on all appropriate entries of subject merchandise in accordance with the final results of this review.
Pursuant to 19 CFR 351.212(b)(1), because HiSteel and DOSCO reported the entered value of their U.S. sales, we calculated importer-specific
For entries of subject merchandise during the POR produced by each individually examined respondent for which the producer did not know that the merchandise was destined for the United States, we will instruct CBP to liquidate unreviewed entries at the all-others rate established in the LTFV investigation (
Commerce intends to issue assessment instructions to CBP no earlier than 35 days after the date of publication of the final results of this review in the
Upon publication of this notice in the
This notice serves as a reminder to importers of their responsibility under 19 CFR 351.402(f)(2) to file a certificate regarding the reimbursement of antidumping duties prior to liquidation of the relevant entries during this review period. Failure to comply with this requirement could result in Commerce's presumption that reimbursement of antidumping duties occurred and the subsequent assessment of double antidumping duties.
This notice serves as the only reminder to parties subject to an APO of their responsibility concerning the disposition of proprietary information disclosed under APO in accordance with 19 CFR 351.305(a)(3), which continues to govern business proprietary information in this segment of the proceeding. Timely written notification of return/destruction of APO materials or conversion to judicial protective order is hereby requested. Failure to comply with the regulations and terms of an APO is a violation subject to sanction.
We are issuing and publishing these preliminary results in accordance with sections 751(a)(1) and 777(i) of the Act, and 19 CFR 351.221(b)(5).
Enforcement and Compliance, International Trade Administration, Department of Commerce.
The U.S. Department of Commerce (Commerce) determines that Shanghai Tainai Bearing Co., Ltd. (Tainai) did not qualify for a separate rate, and, therefore, is considered part of the People's Republic of China (China)-wide entity during the period of review (POR), June 1, 2024, through May 31, 2025.
Applicable September 21, 2026.
Jerry Xiao, AD/CVD Operations, Office II, Enforcement and Compliance, International Trade Administration, U.S. Department of Commerce, 1401 Constitution Avenue NW, Washington, DC 20230; telephone: (202) 482-2273.
On May 15, 2026, Commerce published in the
The merchandise subject to the
Consistent with the
Normally, Commerce discloses to interested parties the calculations performed in preliminary results within five days of any public announcement or, if there is no public announcement, within five days of the date of publication of the notice of preliminary results in the
Pursuant to section 751(a)(2)(C) of the Act and 19 CFR 351.212(b)(1), Commerce has determined, and U.S. Customs and Border Protection (CBP) shall assess, antidumping duties on all appropriate entries of subject merchandise covered by this review. Commerce intends to issue assessment instructions to CBP no earlier than 35 days after the date of publication of the final results of this review in the
We have not calculated any assessment rates in this administrative review. As Commerce continues to find that Tainai is ineligible for a separate rate and part of the China-wide entity, we will instruct CBP to assess any suspended entries of subject merchandise associated with Tainai at the China-wide rate (
The following cash deposit requirements will be effective upon publication of the final results of this administrative review for shipments of the subject merchandise from China entered, or withdrawn from warehouse, for consumption on or after the publication date, as provided by section 751(a)(2)(C) of the Act: (1) for previously investigated or reviewed China and non-China exporters that are not under review in this segment of the proceeding but have separate rates, the cash deposit rate will continue to be the exporter's existing cash deposit rate; (2) for all China exporters of subject merchandise that have not been found to be entitled to a separate rate, the cash deposit rate will be the existing rate for the China-wide entity of 92.84 percent; and (3) for all non-China exporters of subject merchandise which have not received their own rate, the cash deposit rate will be the rate applicable to the China exporter that supplied that non-China exporter. These deposit requirements, when imposed, shall remain in effect until further notice.
This notice serves as a final reminder to importers of their responsibility under 19 CFR 351.402(f)(2) to file a certificate regarding the reimbursement of antidumping duties prior to liquidation of the relevant entries during this review period. Failure to comply with this requirement could result in Commerce's presumption that reimbursement of antidumping duties has occurred and the subsequent assessment of double antidumping duties.
This notice also serves as a final reminder to parties subject to an APO of their responsibility concerning the return or destruction of proprietary information disclosed under APO in accordance with 19 CFR 351.305, which continues to govern business proprietary information in this segment of the proceeding. Timely written notification of the return or destruction of APO materials, or conversion to judicial protective order, is hereby requested. Failure to comply with the regulations and terms of an APO is a violation which is subject to sanction.
These final results are issued and published in accordance with sections 751(a)(1)(B) and 777(i)(1) of the Act, and 19 CFR 351.221(b)(5).
National Marine Fisheries Service (NMFS), National Oceanic and Atmospheric Administration (NOAA), Commerce.
Notice; public hearing webinar.
The Gulf Fishery Management Council (Gulf Council) in partnership with the South Atlantic Fishery Management Council (South Atlantic Council) will hold a public hearing via webinar to solicit public comments on Gulf
The public hearing webinar will take place Tuesday, October 20, 2026. The webinar will begin at 6 p.m. EDT and will conclude no later than 9 p.m. EDT. For specific dates and times, see
Please visit the Gulf Council website at
South Atlantic Fishery Management Council, 4055 Faber Place Drive, Suite 201, North Charleston, SC 29405.
Emily Muehlstein; Public Information Officer;
The agenda for the virtual public hearings is as follows: Council staff will begin with a brief presentation on the Amendment to modify the Gulf
Staff and a Council member from each region will be available to answer any questions, and the public will have the opportunity to provide testimony on the amendment and other related testimony.
Visit
Under Secretary of Defense for Personnel and Readiness (USD(P&R)), Department of Defense (DoD).
Notice of Federal Advisory Committee meeting.
The DoD (referred to herein as “Department of War”) is publishing this notice to announce that the following Federal Advisory Committee meeting of the President's Military Spouse Commission will take place.
Open to the public via livestream, Monday, September 21, 2026, from 1:00 p.m. to 3:00 p.m.
This meeting will be held at the White House and viewable by the public at
The President's Military Spouse Commission at
This meeting is being held under the provisions of the Federal Advisory Committee Act (FACA) of 1972 (5 U.S.C. Appendix, as amended), the Government in the Sunshine Act of 1976 (5 U.S.C. 552b, as amended), and 41 CFR 102-3.140 and 102-3.150.
Due to circumstances beyond the control of the Designated Federal Officer and the Department of War, the President's Military Spouse Commission was unable to provide public notification required by 41 CFR 102-3.150(a) concerning its September 21, 2026 meeting. Accordingly, the Advisory Committee Management Officer for the Department of War, pursuant to 41 CFR 102-3.150(b), waives the public notification requirement.
Federal Student Aid, Department of Education.
Notice.
The Department of Education (Department) announces the 2025-26 award year reporting deadline for institutions participating in the Prison Education Programs (PEP) authorized under Title IV of the Higher Education Act of 1965, as amended (HEA). PEPs expand access to programs of study, such as a certificate, degree, or another recognized postsecondary credential for confined or incarcerated individuals. These programs must meet eligibility requirements as outlined in 34 CFR 600 and 34 CFR 668.234. In PEPs must be provided by a Title IV, HEA eligible postsecondary institution that has been approved to operate in correctional facilities by the appropriate State authority of the Bureau of Prisons per 34 CFR 668.235, and ensure programs serve students' best interests, offer transferable credits, and satisfy licensure or certification requirements under 34 CFR 668.236.
These PEPs, administered by the Department, provide financial assistance to confined or incarcerated students to help them pay their educational costs. PEPs must submit reports to the Department in accordance with deadlines established and published by the Secretary in the
The Federal student aid programs (Title IV, HEA programs) covered by this deadline date notice are the Prison Education Programs accessing the Pell Grant program.
Sean Addie, U.S. Department of Education, Federal Student Aid. Address: 77 K St NE, Washington, DC 20202. Telephone: (202) 245-3734. Email:
If you are deaf, hard of hearing, or have a speech disability and wish to access telecommunications relay services, please dial 7-1-1.
Table A provides information and the deadline date for receipt of the Prison Education Program annual report.
For the 2025-26 Award Year, an institution must submit an annual report to Common Origination and Disbursement (COD) System, no later than December 31, 2026. In accordance with 34 CFR 668.239, this report must contain transfer and release dates of confined or incarcerated individuals who participated in an institution's PEP.
An institution's failure to submit a complete annual report may result in the initiation of an adverse action, such as a fine or other penalty for such failure, in accordance with subpart G of the General Provisions regulations in 34 CFR part 668.
The Department published a detailed discussion of the PEP application process in the Federal Student Aid Knowledge Center. The Department also maintains Q and A's and other resources that provide information about PEPs. PEPs will also be discussed in the 2026-27
(1) Student Assistance General Provisions, 34 CFR part 668.
(2) Prison Education Programs, 34 CFR part 668, subpart P.
(3) Federal Pell Grant Program, 34 CFR part 690.
You may also access Department documents published in the
Department of Education, Department of Labor.
Notice.
The Employment and Training Administration at the U.S. Department of Labor (DOL) is soliciting applications in support of the administration of the Fiscal Year (FY) 2026 Impact Aid Discretionary Construction Grant Program, Assistance Listing Number (ALN) 84.041C, on behalf of the U.S. Department of Education (ED).
Complete proposals must be submitted electronically through the
Jacqueline Bass, (202) 987-1743,
The Impact Aid Discretionary Construction Grant Program provides grants to eligible Impact Aid Local Educational Agencies (LEAs) to assist in addressing their school facility emergency and modernization needs. Eligible Impact Aid LEAs have a limited ability to raise local revenue for capital improvements because they have large areas of Federal land within their boundaries. As a result, these districts face difficulties in responding when their school facilities need emergency repairs. The FY 2026 competition includes one absolute priority, selection criteria, and requirements. The absolute priority is: Emergency Grant Repairs.
(a) Is eligible to receive formula construction funds for the fiscal year under section 7007(a) of the Act (20 U.S.C. 7707(a)) because it enrolls a high percentage (at least 50 percent) of federally connected children in average daily attendance who either reside on Indian lands or who have a parent on active duty in the U.S. uniformed services;
(b)
(1) Has no practical capacity to issue bonds (as defined in 34 CFR 222.176);
(2) Has minimal capacity to issue bonds (as defined in 34 CFR 222.176) and has used at least 75 percent of its bond limit; or
(3) Is eligible to receive funds for the fiscal year for heavily impacted districts under section 7003(b)(2) of the Act (20 U.S.C. 7703(b)(2)); and
(c) Has a school facility emergency that the Secretary of Education has determined, consistent with 34 CFR 222.172(a) and 222.173, poses a health or safety hazard to students and school personnel.
Marek Laco signs this notice in furtherance of DOL's role in providing support to ED.
Take notice that the following hydroelectric application has been filed with the Commission and is available for public inspection.
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b.
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The Commission strongly encourages electronic filing. Please file motions to intervene, protests, comments, recommendations, preliminary terms and conditions, and preliminary fishway prescriptions using the Commission's eFiling system at
The Commission's Rules of Practice and Procedure require all intervenors filing documents with the Commission to serve a copy of that document on each person on the official service list for the project. Further, if an intervenor files comments or documents with the Commission relating to the merits of an issue that may affect the responsibilities of a particular resource agency, they must also serve a copy of the document on that resource agency.
k. This application has been accepted for filing and is now ready for environmental analysis.
l. The existing project consists of two dams that form the project reservoir and two powerhouses. The project includes: (1) a 1,016-foot-long, 54-foot-high, concrete gravity dam (
NorthWestern operates a fish ladder to pass target species (
The project includes three licensed recreation facilities: (1) Island Park managed by NorthWestern which features a trail network with interpretive signage, picnic tables, benches, an accessible restroom, parking area, and a viewing platform;
NorthWestern is currently authorized to operate as a peaking facility and provides both baseload and flexible generation within the constraints of its existing license. NorthWestern Energy is authorized to operate the project to maintain the reservoir elevation within a four-foot operating band (
NorthWestern proposes to continue operating the project in peaking mode but maintain the reservoir elevation within a 2.5-foot operating band (
NorthWestern also proposes to fully enclose Island Park, Wild Goose Landing Park, South Shore Dispersed Recreation Area, Power Park, Cherry Creek Boat Launch, and the historic Prospect Creek Powerhouse within the project boundary and exclude certain federal and private lands that it says do not serve a project purpose which would reduce the size of the current project boundary by 465 acres.
m. A copy of the application can be viewed on the Commission's website at
Register online at
n. Anyone may submit comments, a protest, or a motion to intervene in accordance with the requirements of Rules of Practice and Procedure, 18 CFR 385.210, .211, and .214. In determining the appropriate action to take, the Commission will consider all protests or other comments filed, but only those who file a motion to intervene in accordance with the Commission's Rules may become a party to the proceeding. Any comments, protests, or motions to intervene must be received on or before the specified comment date for the particular application.
All filings must (1) bear in all capital letters the title “PROTEST”, “MOTION TO INTERVENE”, “COMMENTS,” “REPLY COMMENTS,” “RECOMMENDATIONS,” “PRELIMINARY TERMS AND CONDITIONS,” or “PRELIMINARY PRESCRIPTIONS”; (2) set forth in the heading the name of the applicant and the project number of the application to which the filing responds; (3) furnish the name of the person protesting or intervening; and (4) otherwise comply with the requirements of 18 CFR 385.2001 through 385.2005. All comments, recommendations, terms and conditions, or prescriptions must set forth their evidentiary basis and otherwise comply with the requirements of 18 CFR 4.34(b). Agencies may obtain copies of the application directly from the applicant. A copy of any protest or motion to intervene must be served upon each representative of the applicant specified in the particular application. A copy of all other filings in reference to this application must be accompanied by proof of service on all persons listed in the service list prepared by the Commission in this proceeding, in accordance with 18 CFR 4.34(b) and 385.2010.
For public inquiries and assistance with making filings such as interventions, comments, or requests for rehearing, contact the Office of Public Participation at (202) 502-6595 or
o. Final amendments to the application must be filed with the Commission on or before 5:00 p.m. Eastern Time October 16, 2026.
p. A license applicant must file no later than 60 days following the date of issuance of the notice of acceptance and ready for environmental analysis provided for in 5.22: (1) a copy of the water quality certification; (2) a copy of the request for certification, including proof of the date on which the certifying agency received the request; or (3) evidence of waiver of water quality certification.
Take notice that the Commission received the following Natural Gas Pipeline Rate and Refund Report filings:
Any person desiring to intervene, to protest, or to answer a complaint in any of the above proceedings must file in accordance with Rules 211, 214, or 206 of the Commission's Regulations (18 CFR 385.211, 385.214, or 385.206) on or before 5:00 p.m. Eastern time on the specified comment date. Protests may be considered, but intervention is necessary to become a party to the proceeding. The filings are accessible in the Commission's eLibrary system (
eFiling is encouraged. More detailed information relating to filing requirements, interventions, protests, service, and qualifying facilities filings can be found at:
For public inquiries and assistance with making filings such as interventions, comments, or requests for rehearing, contact the Office of Public Participation at (202) 502-6595 or
On August 18, 2026, the California State Water Resources Control Board (Water Board) submitted to the Federal Energy Regulatory Commission (Commission), notice that it received a complete application for a Clean Water Act section 401(a)(1) water quality certification as defined in 40 CFR 121.5, from the above captioned project on July 21, 2026. Pursuant to section 5.23(b) of the Commission's regulations,
If the Water Board fails or refuses to act on the water quality certification request on or before the above date, then the certifying authority is deemed waived pursuant to section 401(a)(1) of the Clean Water Act, 33 U.S.C. 1341(a)(1).
Take notice that the Commission received the following Electric Corporate filings:
Take notice that the Commission received the following Electric Rate filings:
Take notice that the Commission received the following Electric Securities filings:
The filings are accessible in the Commission's eLibrary system (
Any person desiring to intervene, to protest, or to answer a complaint in any of the above proceedings must file in accordance with Rules 211, 214, or 206 of the Commission's Regulations (18 CFR 385.211, 385.214, or 385.206) on or before 5:00 p.m. Eastern time on the specified comment date. Protests may be considered, but intervention is necessary to become a party to the proceeding.
eFiling is encouraged. More detailed information relating to filing requirements, interventions, protests, service, and qualifying facilities filings can be found at:
For public inquiries and assistance with making filings such as interventions, comments, or requests for rehearing, contact the Office of Public Participation at (202) 502-6595 or
On September 8, 2026, the Maine Department of Environmental Protection (Maine DEP) submitted to the Federal Energy Regulatory Commission (Commission) notice that it received a request for a Clean Water Act section 401(a)(1) water quality certification as defined in 40 CFR 121.5, from Brown Bear II Hydro, Inc., in conjunction with the above captioned project on August 27, 2026. Pursuant to the Commission's regulations,
If Maine DEP fails or refuses to act on the water quality certification request on or before the above date, then the certifying authority is deemed waived pursuant to section 401(a)(1) of the Clean Water Act, 33 U.S.C. 1341(a)(1).
Take notice that the following hydroelectric application has been filed with the Commission and is available for public inspection.
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b.
c.
d.
e.
f.
g.
h.
i.
j.
k.
The Commission strongly encourages electronic filing. Please file comments, motions to intervene, and protests using the Commission's eFiling system at
The Commission's Rules of Practice and Procedure require all intervenors filing documents with the Commission to serve a copy of that document on each person whose name appears on the official service list for the project. Further, if an intervenor files comments or documents with the Commission relating to the merits of an issue that may affect the responsibilities of a particular resource agency, they must also serve a copy of the document on that resource agency.
l.
m.
n. Individuals desiring to be included on the Commission's mailing list should so indicate by writing to the Secretary of the Commission.
o.
p.
q. For public inquiries and assistance with making filings such as interventions, comments, or requests for rehearing, contact the Office of Public Participation at (202) 502-6595 or
Environmental Protection Agency (EPA).
Notice of proposed settlement.
Under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the United States Environmental Protection Agency (EPA) is proposing to enter into a Administrative Settlement Agreement with three parties concerning the CTS of Asheville, Inc. Superfund Site located in Asheville, North Carolina. The settling parties are CTS Corporation, Mills Gap Road Associates and Northrop Grumman Systems Corporation. The proposed settlement addresses recovery of CERCLA costs incurred by EPA for a cleanup performed at the Site.
The Agency will consider public comments on the proposed settlement until October 21, 2026. The Agency will consider all comments received and may modify or withdraw its consent to the proposed settlement if comments received disclose facts or considerations which indicate that the proposed settlement is inappropriate, improper, or inadequate.
Copies of the proposed settlement are available from the Agency by contacting Mrs. Paula V. Painter, Program Analyst using the contact information provided in this notice. Comments may also be submitted by referencing the Site's name through one of the following methods:
Paula V. Painter at (404)-562-8887.
Office of Acquisition Policy, General Services Administration (GSA).
Notice; request for comments.
In accordance with the Paperwork Reduction Act of 1995, and the Office of Management and Budget (OMB) regulations, GSA invites the public to comment on: whether this collection of information is necessary; whether it will have practical utility; whether our estimate of the public burden of this collection of information is accurate, and based on valid assumptions and methodology; ways to enhance the quality, utility, and clarity of the information to be collected; and ways in which we can minimize the burden of the collection of information on those who are to respond, through the use of appropriate technological collection techniques or other forms of information technology.
GSA will consider all comments received by November 20, 2026.
Submit comments on this information collection to
Email Mr. Bryon Boyer at
3090-XXXX, GSA Voluntary FSS Domestic End Product Certification on GSA Federal Supply Schedule.
This justification supports a new information collection to comply with Executive Order (E.O.) 14392, Ensuring Truthful Advertising of Products Claiming to be Made in America and to revitalize American manufacturing and promote American workers (91 FR 13201, March 13, 2026). The E.O. requires agencies review the compliance of “Made in America” representations for products and report false representations to the Department of Justice. Information collected in response to this new clause will allow GSA to meet this mandate. This clearance covers the information that GSA contractors and offerors on the Federal Supply Schedule (FSS) may voluntarily submit if their products qualify as “FSS domestic end products” as defined in the General Services Acquisition Regulation (GSAR) clause 552.238-130. The proposed clause contains a fillable table where contractors may make their certification and provide the following information: 1. product name, 2. manufacturer part number, and 3. manufacturer name. This certification is voluntary and not required.
GSA intends to issue rulemaking to provide the opportunity for the public to comment on the policy to implement E.O. 14392 in the GSAR.
Public reporting burden for GSAR clause 552.238-130, is estimated to average 0.5 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information.
The annual reporting burden is estimated as follows:
Centers for Disease Control and Prevention (CDC), Department of Health and Human Services (HHS).
Request for information.
The Centers for Disease Control and Prevention (CDC) seeks broad public input on how data intermediaries can be used to support secure, scalable, standards-based public health data exchange. CDC invites public comment to inform the evaluation and to explore how data intermediaries can advance broader goals to prevent disease, detect emerging threats, drive state-of-the-art solutions that empower communities, and strengthen public health systems for a safer, healthier nation.
To be assured consideration, written or electronic comments must be received on or before November 20, 2026.
You may submit comments, identified by docket number CDC-2026-1519, by any of the following methods. Please do not submit comments by email.
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Abigail Viall, Acting Lead, Technology Implementation Office Centers for Disease Control and Prevention, 1600 Clifton Road NE, MS H21-8, Atlanta, GA 30329. Phone: 1-800-232-4636. Email:
The ability to prevent disease, detect threats, and respond effectively to public health events, including public health emergencies, depends on timely, accurate, and actionable data flowing across a complex ecosystem of patients, healthcare providers, public health agencies, and communities. Without data, public health professionals cannot see patterns, identify risks, or inform and evaluate interventions. With high-quality, well-connected data, public health practitioners are better able to act with speed and precision. Increasingly, public health action depends not only on access to data, but also on the ability to integrate, interpret, and apply those data across multiple levels—from the individual case to the community to the larger population level.
Over the past several years, public health has made meaningful progress in strengthening its connection to the broader health information technology (health IT) ecosystem. CDC's data modernization investments have improved the ability of public health agencies to access and use electronic health data. Public health programs now routinely leverage electronic laboratory reporting, electronic case reporting, and other digital data streams to support surveillance and response. CDC has adopted an agency-wide data modernization approach through the Public Health Data Strategy (
Despite this progress, data inconsistency, siloing, and interoperability challenges across systems continue to limit public health's ability to respond swiftly to both chronic and emerging threats. Addressing these challenges will require approaches that build on existing investments to make data more accessible, standardized, and usable across all levels of public health. Data intermediaries—trusted organization, network, platform, or governed service that enables secure, standards-based exchange and stewardship of health-related data—have long supported critical aspects of data exchange among public health agencies and between public health and healthcare (see Section II.A. for a comprehensive definition). However, the evolving health IT ecosystem presents new opportunities to consider how a range of intermediary models and capabilities can more effectively support public health data needs while also delivering value to healthcare. The continued evolution of health information exchanges (HIEs), including the emergence of health data utilities (HDUs), alongside broader developments such as the Trusted Exchange Framework and Common Agreement (TEFCA) and the Centers for Medicare & Medicaid Services (CMS) Digital Health Tech Ecosystem, provides an opportunity to examine how intermediaries can collectively enable more seamless, timely, and scalable data exchange, and move the ecosystem beyond technical interoperability toward greater data liquidity.
Given these developments, CDC is evaluating how data intermediaries can be used to support secure, scalable, standards-based public health data exchange, while protecting privacy.
CDC is evaluating how data intermediaries can support secure, scalable, standards-based public health data exchange. CDC invites public comment to inform that evaluation and to explore how data intermediaries can advance broader goals to prevent disease, detect emerging threats, drive state-of-the-art solutions that empower communities, and strengthen public health systems for a safer, healthier nation.
We encourage interested parties to respond to as many of the questions below as possible. The questions are intended to solicit input from multiple individuals and groups. To support CDC's review of responses, please prioritize clarity and conciseness and identify the applicable question label(s) (for example, XX-1).
Please note that comments received, including attachments and other supporting materials, are part of the public record and are subject to public disclosure. Comments will be posted on
For the purposes of this RFI, CDC defines a public health data intermediary (data intermediary) as a trusted organization, network, platform, or governed service that enables secure, standards-based exchange and stewardship of health-related data among data sources and public health authorities by providing shared technical, operational, and governance capabilities that seek to reduce connectivity burden and improve the quality, timeliness, and usefulness of data for public health practice, while protecting individual privacy and confidentiality. Data intermediaries may provide additional services such as analytics, visualization, technical assistance, and community engagement to make data actionable for public health.
Data intermediaries can be centralized or decentralized; operate at local, regional, state, territorial, tribal, or national scale; and receive data from diverse sources, including healthcare providers, payers, laboratories, pharmacies, non-traditional testing and reporting sites (
Data intermediaries vary in function, technical capability, use of standards, and maturity. CDC is developing a Public Health Intermediary Framework to help public health organizations specify, select, and evaluate intermediary capabilities while allowing for different architectures, services, and public health use cases. For purposes of this RFI, CDC is considering a layered framework consisting of the following:
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Expectations may also vary by maturity level, from minimum participation requirements to more advanced operational capabilities. This section seeks input on the technical and operational capabilities, standards, maturity, and performance expectations that should inform the framework; Section II.D addresses governance considerations.
Shared data intermediary infrastructure has the potential to increase data liquidity and accelerate timely public health action, but its sustainability requires funding that extends beyond initial implementation to cover ongoing operations, maintenance, governance, security, and scalability. CDC seeks input on sustainable funding approaches and the allocation of financial responsibility for shared infrastructure.
CDC is seeking input on the governance framework needed to support effective use of data intermediaries, covering accountability, neutrality, authority, oversight, and equitable implementation. As in Section II.B, CDC is applying a layered approach—a universal governance baseline, service-specific governance profiles, and use-case/jurisdictional governance profiles—so that requirements scale appropriately with the functions an intermediary performs and the laws that apply to it.
Respondents should consider how governance expectations address roles and delegated authority, participant obligations, permitted and prohibited uses, audit and oversight rights, dispute resolution, corrective action, continuity, and reliance on downstream entities.
CDC seeks input on the practical assistance, readiness conditions, partnerships, and learning approaches needed to integrate intermediaries into public health data modernization. Because needs vary across settings, respondents should provide relevant context, such as jurisdiction or data intermediary type, organization size, technical maturity, primary use cases, and material timing or resource constraints.
CDC seeks input on how to evaluate the outcomes, value, and cost efficiency of its intermediary framework over time. This section focuses on CDC's framework-level strategic impact and learning rather than the intermediary capability and performance measures addressed in Section II.B. or implementation, partnership, and oversight addressed in Section II.E. Evidence generated at the intermediary and implementation levels may inform this broader evaluation. Evaluation should be feasible, minimize reporting burden, account for context and unintended consequences, and inform decisions to sustain, modify, expand, replace, or discontinue approaches, and used to refine the intermediary framework.
Food and Drug Administration, HHS.
Notice.
The Food and Drug Administration (FDA, Agency, or we) is announcing that a proposed collection of information has been submitted to the Office of Management and Budget (OMB) for review and clearance under the Paperwork Reduction Act of 1995.
Submit written comments (including recommendations) on the collection of information by October 21, 2026.
To ensure that comments on the information collection are received, OMB recommends that written comments be submitted to
Domini Bean, Office of Operations, Food and Drug Administration, Three White Flint North, 10A-12M, 11601 Landsdown St., North Bethesda, MD 20852, 240-402-5733,
In compliance with 44 U.S.C. 3507, FDA has submitted the following proposed collection of information to OMB for review and clearance.
This information collection helps support implementation of sections 525, 526, 527, and 528 of the Federal Food, Drug, and Cosmetic Act (FD&C Act) (21 U.S.C. 360aa, 360bb, 360cc, and 360dd), as well as related guidance and Agency forms. Sections 525, 526, 527, and 528 of the FD&C Act pertain to the development of drugs for rare diseases or conditions, including biological products and antibiotics, otherwise known or referred to as “orphan drugs.” Specifically, section 525 of the FD&C Act requires written recommendations on studies required for approval of a marketing application for a drug for a rare disease or condition. Section 526 of the FD&C Act provides for designation of drugs as orphan drugs when certain conditions are met; section 527 provides conditions under which a sponsor of an approved orphan drug enjoys exclusive FDA marketing approval for that drug for the orphan indication for a period of 7 years; and, finally, section 528 is intended to encourage sponsors to make investigational orphan drugs available for treatment of persons in need on an open protocol basis before the drug has been approved for general marketing. Open protocols may permit patients who are not part of the formal clinical investigation to obtain treatment where adequate supplies exist and no alternative effective therapy is available.
Agency regulations in part 316, subpart A (21 CFR part 316, subpart A) (§§ 316.1 through 316.4) identify the scope of coverage, applicable definitions, and statutory provisions applicable to orphan drugs. The regulations in part 316, subpart B (§§ 316.10 through 316.14) set forth content and format elements for written recommendation requests and discuss FDA providing or refusing to provide the requested written recommendations. Similarly, regulations in part 316, subpart C (§§ 316.20 through 316.30) prescribe content and format elements for requesting orphan drug designation; identify submission schedules for requisite information including amendments, updates, and reports; and provide for publication and revocation of orphan drug designation. Regulations in part 316, subparts D and E (§§ 316.31 through 316.40) address orphan drug exclusive approval and open protocols for investigations, respectively. Finally, regulations in part 316, subpart F (§§ 316.50 through 316.52) provide for the issuance of guidance documents that apply to the orphan drug provisions of the FD&C Act and regulations in part 316. The list is maintained on the internet and guidance documents are issued in accordance with our good guidance practices regulation in 21 CFR 10.115, which provide for public comment at any time.
The information collection includes the Agency guidance document entitled “Meetings with the Office of Orphan Products Development: Guidance for Industry, Researchers, Patient Groups, and Food and Drug Administration Staff” (July 2015), available for download at:
The information collection includes Form FDA 4035, FDA Orphan Drug Designation Request Form, intended to benefit sponsors who desire to seek orphan designation of drugs intended for rare diseases or conditions from FDA. The form is a simplified method for sponsors to provide only the information required by § 316.20 for FDA decision making. Orphan drug designation requests and related submissions (amendments, annual reports, etc.), humanitarian use device designation, and rare pediatric disease designation requests and submissions may be submitted electronically by email to the OOPD.
As communicated on our website at
Sponsors and others who plan to email information to FDA that is private, sensitive, proprietary, or commercial confidential are strongly encouraged to send it from an FDA-secured email address so the transmission is encrypted. The Agency will assume the addresses of emails received or email addresses provided as a point of contact are secure when responding to those email addresses. Sponsors and others can establish a secure email address link to FDA by sending a request to
Respondents to the information collection are sponsors who develop investigational drugs and biologicals for commercial use and who seek orphan drug designation, and upon approval or licensure, orphan drug exclusivity.
In the
We estimate the burden of this collection of information as follows:
We base our burden figures on the number of submissions received and include those activities relating to: (1) requesting orphan drug designation; (2) responding to deficiencies letters with submissions of amendments; (3) keeping files current with contact information for agents and transfer of ownership, when applicable; (4) submitting annual reports while products have designation status; and (5) requesting and preparing for both informal and formal meetings. Because the PRA defines a recordkeeping requirement to include reporting those records to the Federal government, we account for these activities cumulatively in table 1 above. Our burden estimate reflects a nominal increase of approximately 9% annually.
Food and Drug Administration, HHS.
Notice.
The Food and Drug Administration (FDA or Agency) is announcing an opportunity for public comment on the proposed collection of certain information by the Agency. Under the Paperwork Reduction Act of 1995 (PRA), Federal Agencies are required to publish notice in the
Either electronic or written comments on the collection of information must be submitted by November 20, 2026.
You may submit comments as follows. Please note that late, untimely filed comments will not be considered. The
Submit electronic comments in the following way:
•
• If you want to submit a comment with confidential information that you do not wish to be made available to the public, submit the comment as a written/paper submission and in the manner detailed (see “Written/Paper Submissions” and “Instructions”).
Submit written/paper submissions as follows:
•
• For written/paper comments submitted to the Dockets Management Staff, FDA will post your comment, as well as any attachments, except for information submitted, marked and identified, as confidential, if submitted as detailed in “Instructions.”
• Confidential Submissions—To submit a comment with confidential information that you do not wish to be made publicly available, submit your comments only as a written/paper submission. You should submit two copies total. One copy will include the information you claim to be confidential with a heading or cover note that states “THIS DOCUMENT CONTAINS CONFIDENTIAL INFORMATION.” The Agency will review this copy, including the claimed confidential information, in its consideration of comments. The second copy, which will have the claimed confidential information redacted/blacked out, will be available for public viewing and posted on
Christopher Colburn, Office of Operations, Food and Drug Administration, Three White Flint North, 10A-12M, 11601 Landsdown St., North Bethesda, MD 20852, 301-796-8758,
Under the PRA (44 U.S.C. 3501-3521), Federal Agencies must obtain approval from the Office of Management and Budget (OMB) for each collection of information they conduct or sponsor. “Collection of information” is defined in 44 U.S.C. 3502(3) and 5 CFR 1320.3(c) and includes Agency requests or requirements that members of the public submit reports, keep records, or provide information to a third party. Section 3506(c)(2)(A) of the PRA (44 U.S.C. 3506(c)(2)(A)) requires Federal Agencies to provide a 60-day notice in the
With respect to the following collection of information, FDA invites comments on these topics: (1) whether the proposed collection of information is necessary for the proper performance of FDA's functions, including whether the information will have practical utility; (2) the accuracy of FDA's estimate of the burden of the proposed collection of information, including the validity of the methodology and assumptions used; (3) ways to enhance the quality, utility, and clarity of the information to be collected; and (4) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques, when appropriate, and other forms of information technology.
This information collection supports FDA regulations. Under section 403A(b)of the Federal Food, Drug, and Cosmetic Act (the FD&C Act) (21 U.S.C. 343-1(b)), States may petition FDA for exemption from Federal preemption of State food labeling and standard-of-identity requirements. Section 100.1(c) (21 CFR 100.1(c)) provides prerequisites a petition must satisfy for an exemption from preemption. Section 100.1(d) sets forth the information a State is required to submit in such a petition. The petition may be submitted either as: (1) an original and one copy or (2) an original and a computer-readable disk containing the petition. Contents of the disk should be in a standard format. The petition must be submitted to the Dockets Management Staff at the address provided in the section “Written/Paper Submissions.” The information required under § 100.1 enables FDA to determine whether the State food labeling or standard-of identity requirement satisfies the criteria of section 403A(b) of the FD&C Act for granting exemption from Federal preemption.
We estimate the burden of this collection of information as follows:
The reporting burden for § 100.1 is minimal because petitions for exemption from preemption are seldom submitted by States. In the next 3 years, we estimate that one or fewer petitions will be submitted annually.
Based on a review of the information collection since our last request for OMB approval, we have made no adjustments to our burden estimate.
Food and Drug Administration, HHS.
Notice.
The Food and Drug Administration (FDA or Agency) is announcing year five of the Chemistry, Manufacturing, and Controls (CMC) Development and Readiness Pilot (CDRP). This program facilitates the expedited CMC development of products under an investigational new drug application (IND) based on the anticipated clinical benefit of earlier patient access to the products. FDA has implemented this pilot program to assist with CMC readiness for products regulated by both the Center for Biologics Evaluation and Research (CBER) and the Center for Drug Evaluation and Research (CDER) that have accelerated clinical development timelines. To accelerate CMC development and facilitate CMC readiness, the pilot features increased communication between FDA and sponsors and explores the use of science- and risk-based regulatory approaches, as applicable. This notice outlines the eligibility criteria and process for submitting a request to participate in the pilot.
Starting October 1, 2026, FDA will accept requests to participate in year five of the CDRP program. See the “Participation” section of this document for eligibility criteria, instructions on how to submit a request to participate, and selection criteria and process.
Tanya Clayton, Center for Drug Evaluation and Research, Food and Drug Administration, 10903 New Hampshire Ave., Bldg. 75, Rm. 4506, Silver Spring, MD 20993-0002, 301-796-0871; or Phillip Kurs, Center for Biologics Evaluation and Research, Food and Drug Administration, 240-402-7911.
Development programs for CBER- and CDER-regulated drugs and biologics intended to diagnose, treat, or prevent a serious disease or condition where there is an unmet medical need may have accelerated clinical development timelines. Yet, marketing applications for products in expedited development programs still need to meet FDA's approval standards, including manufacturing facility compliance with current good manufacturing practice (CGMP). Products with accelerated clinical development activities may face challenges in expediting CMC development activities to align with the accelerated clinical timelines. Successfully expediting CMC readiness may require additional interactions with FDA during product development and, if applicable, warrant the use of science- and risk-based regulatory approaches to streamline CMC development activities so that clinical benefits of earlier patient access to these products can be realized.
As described in the FDA Prescription Drug User Fee Act (PDUFA) VII Commitment Letter for fiscal years (FYs) 2023 Through 2027 (Ref. 1), FDA implemented the CDRP program to facilitate CMC readiness for selected CBER- and CDER-regulated products with accelerated clinical development timelines in FY 2023. To accelerate CMC development and facilitate CMC readiness, the pilot features increased communication between FDA and sponsors and explores the use of science- and risk-based regulatory approaches, such as those described in the FDA guidance for industry titled “Expedited Programs for Serious Conditions—Drugs and Biologics” (May 2014) (Ref. 2), as applicable.
FDA (CBER and CDER) is continuing to administer the CDRP throughout the PDUFA VII program to facilitate the CMC development of selected products under INDs which have expedited clinical development timeframes, based on the anticipated clinical benefits of earlier patient access to the products. For sponsors participating in the pilot, FDA will provide product-specific CMC advice during product development, including two additional CMC-focused Type B meetings, as well as additional CMC-focused discussions. To support these interactions, once a sponsor is admitted to the pilot, FDA will expand the IND quality assessment team so as to ensure it has representation from the full complement of relevant disciplines. The increased communication between FDA review staff and sponsors is intended to ensure a mutual understanding of approaches to completing CMC activities, including what information should be provided at the appropriate timepoint (
To promote innovation and understanding in this area, FDA held a public workshop on September 10, 2025, and issued a strategy document on July 23, 2026, focused on CMC aspects of expedited development incorporating lessons from the CDRP (Ref. 3). The public workshop explored the benefits and challenges of expedited CMC development. During the workshop, FDA participants described the aims of, and experience with, the CDRP. Participating sponsors and industry experts discussed their experience with
FDA will accept requests to participate in the CDRP program continuously throughout the fiscal year. FDA will select no more than nine proposals per fiscal year, with approximately two-thirds being CBER-regulated products and one-third CDER-regulated products. FDA will renew the CDRP program each fiscal year and announce the opening of the pilot program in the
The following eligibility criteria apply for consideration for participation in the pilot program:
• An active commercial IND (see the definition of commercial IND at
• IND has been submitted in, or converted to, Electronic Common Technical Document (eCTD) format, unless the IND is of a type granted a waiver from eCTD format as per FDA's guidance for industry titled “Providing Regulatory Submissions in Electronic Format—Certain Human Pharmaceutical Product Applications and Related Submissions Using the eCTD Specifications” (September 2024) (Ref. 4).
• INDs for combination products (21 CFR 3.2(e)) are eligible; products that require significant cross-Center interactions (
• In general, there should be enough time remaining before submission of the marketing application to allow the pilot to have an impact on CMC readiness.
• CMC-related information is provided to demonstrate a commitment to pursue a CMC development plan that aligns with the expedited clinical development program (see “CMC Development Plan” in section II.B of this document for details).
• Due to the differences in product complexity between CBER- and CDER-regulated products, the following eligibility and selection criteria differ between the Centers.
• IND is an existing, CBER-regulated IND intended for submission as an application for licensure of a biological product under section 351(a) of the Public Health Service Act (PHS Act) (42 U.S.C. 262(a)) for cellular therapies, gene therapies, and other products regulated by the Office of Therapeutic Products/CBER or vaccines regulated by the Office of Vaccines Research and Review/CBER.
• IND has a Breakthrough Therapy (BT) or Regenerative Medicine Advance Therapy (RMAT) designation.
• IND is an existing, CDER-regulated IND for a product intended for submission as an application for: (1) approval of a new drug submitted under section 505(b) of the Federal Food, Drug, and Cosmetic Act (21 U.S.C. 355(b)), or (2) licensure of a biological product under section 351(a) of the PHS Act.
• IND has an expedited clinical timeframe warranted based on anticipated clinical benefits of earlier patient access. This would include INDs with BT or Fast Track designations as well as other INDs that meet this criterion, with eligibility to be determined by FDA.
To participate in the CDRP, sponsors should submit a written request as an amendment to the IND. In addition to providing a point of contact and noting any expedited program designations the IND has received to date, the request should include the following information.
To focus pilot resources where they will be most useful and have an impact on the timeliness with which CMC readiness is achieved, prospective applicants to the pilot program should include in their Request to Participate a brief description of their CMC development plan, with a prospective timeline for CMC development that would align with when the clinical development program is expected to be complete:
• The plan should list the remaining CMC tasks and activities anticipated to be necessary, with estimated timeframes. This part of the plan should cover the following CMC-related areas:
○ Currently available product characterization and preliminary identification of critical quality attributes.
○ Summary of the current drug substance and drug product manufacturing process and control strategy (including assays, noting any that are still under development).
○ A brief description of the proposed commercial scale manufacturing and control strategy, including any necessary microbial control strategy—focusing on important differences from clinical scale.
○ Identification of potential commercial manufacturing facilities, including any contract facilities, or, at least, the type (in house, contract manufacturing organization) of facilities anticipated.
○ Plans for ensuring product availability at approval.
○ Drug substance and drug product stability assessment plan.
○ Strategy for process validation (see FDA's guidance for industry titled “Process Validation: General Principles and Practices” (January 2011) (Ref. 5)).
• Given the expedited clinical timeframe, mapping out a plan for manufacturing readiness within the same overall timespan may reveal potential challenges in accomplishing CMC readiness. The plan should highlight any anticipated CMC challenges—whether related to the bullets above or otherwise. This will facilitate FDA engagement and collaboration. Participants in the pilot should plan to discuss these challenges with FDA during the pilot. For CDER-regulated products, see MAPP 5015.13, “Quality Assessment for Products in Expedited Programs” (July 2025) (Ref. 6).
• The CMC Development Plan should include proposed timing (
FDA intends to select CBER and CDER INDs based on the criteria outlined below. Requests will be acknowledged and reviewed when received. FDA intends to issue a Proceed to Disclosure Agreement letter,
In selecting INDs for the pilot program, FDA intends to consider factors such as: (1) anticipated clinical benefits of facilitating earlier patient access to the product, (2) novelty of the product, (3) complexity of the product or its manufacturing process, including technology, and (4) anticipated CMC challenges. Overall, FDA intends to seek balance and diversity in product types and therapeutic indications to obtain a variety of relevant experience and learnings from the pilot.
During this CDRP program, sponsors will have the ability to discuss their product development strategies and goals with FDA review staff during the two dedicated Type B meetings, as well as in additional CMC-focused discussions. Besides additional interactions and collaboration with FDA, for those INDs in the pilot, FDA will assemble a team to support the CMC development and readiness of the IND,
In preparation for a meeting, sponsors should submit written questions along with a background information package clearly marked as a “PDUFA VII CDRP meeting” as part of the cover letter to enable FDA review staff to address the questions. The briefing package should be submitted to the corresponding IND. Meetings associated with the pilot should be requested by sponsors. For additional information on meetings and other communications between the sponsors and FDA, see the FDA guidance for industry titled “Formal Meetings Between the FDA and Sponsors or Applicants of PDUFA Products” (August 2026) (Ref. 7), CDER MAPP 6025.6: “Good Review Practice: Management of Breakthrough Therapy-Designated Drugs and Biologics” (Rev. 1) (February 2024) (Ref. 8), CBER “SOPP 8101.1: Regulatory Meetings with Sponsors and Applicants for Drugs and Biological Products” (December 2025) (Ref. 9), and CBER “SOPP 8212: Breakthrough Therapy Products—Designation and Management” (April 2026) (Ref. 10).
Collections of information from fewer than 10 respondents within any 12-month period are not subject to the Paperwork Reduction Act of 1995 (PRA) (5 CFR 1320.3(c)(4)). To the extent this information collection involves 10 or more respondents within any 12-month period, the collections of information are subject to the PRA. These collections of information are subject to review by the Office of Management and Budget (OMB) under the PRA (44 U.S.C. 3501-3521). The collections of information for NDAs, formal meetings with sponsors and applicants for PDUFA products, and the PDUFA VII Commitment Letter have been approved under OMB control number 0910-0001. The collections of information for INDs have been approved under OMB control number 0910-0014. The collections of information for BLAs have been approved under OMB control number 0910-0338. The collections of information pertaining to CGMP requirements have been approved under OMB control number 0910-0139. The collections of information pertaining to expedited programs for serious conditions for drugs and biologics and breakthrough therapy-designation for drugs and biologics have been approved under OMB control number 0910-0765.
The following references are on display at the Dockets Management Staff (HFA-305), Food and Drug Administration, 5630 Fishers Lane, Rm. 1061, Rockville, MD 20852, 240-402-7500, and are available for viewing by interested persons between 9 a.m. and 4 p.m., Monday through Friday; they are also available electronically at
Food and Drug Administration, HHS.
Notice.
The Food and Drug Administration (FDA or Agency) is announcing an opportunity for public comment on the proposed collection of certain information by the Agency. Under the Paperwork Reduction Act of 1995 (PRA), Federal Agencies are required to publish notice in the
Either electronic or written comments on the collection of information must be submitted by November 20, 2026.
You may submit comments as follows. Please note that late, untimely filed comments will not be considered. The
Submit electronic comments in the following way:
•
• If you want to submit a comment with confidential information that you do not wish to be made available to the public, submit the comment as a written/paper submission and in the manner detailed (see “Written/Paper Submissions” and “Instructions”).
Submit written/paper submissions as follows:
•
• For written/paper comments submitted to the Dockets Management Staff, FDA will post your comment, as well as any attachments, except for information submitted, marked and identified, as confidential, if submitted as detailed in “Instructions.”
• Confidential Submissions—To submit a comment with confidential information that you do not wish to be made publicly available, submit your comments only as a written/paper submission. You should submit two copies total. One copy will include the information you claim to be confidential with a heading or cover note that states “THIS DOCUMENT CONTAINS CONFIDENTIAL INFORMATION.” The Agency will review this copy, including the claimed confidential information, in its consideration of comments. The second copy, which will have the claimed confidential information redacted/blacked out, will be available for public viewing and posted on
Amber Barrett, Office of Operations, Food and Drug Administration, Three White Flint North, 10A-12M, 11601 Landsdown St., North Bethesda, MD 20852, 301-796-8867,
Under the PRA (44 U.S.C. 3501-3521), Federal Agencies must obtain approval from the Office of Management and Budget (OMB) for each collection of information they conduct or sponsor. “Collection of information” is defined in 44 U.S.C. 3502(3) and 5 CFR 1320.3(c) and includes Agency requests or requirements that members of the public submit reports, keep records, or provide information to a third party. Section 3506(c)(2)(A) of the PRA (44 U.S.C. 3506(c)(2)(A)) requires Federal Agencies to provide a 60-day notice in the
With respect to the following collection of information, FDA invites comments on these topics: (1) whether the proposed collection of information is necessary for the proper performance of FDA's functions, including whether the information will have practical utility; (2) the accuracy of FDA's estimate of the burden of the proposed collection of information, including the validity of the methodology and assumptions used; (3) ways to enhance the quality, utility, and clarity of the information to be collected; and (4) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques, when appropriate, and other forms of information technology.
The Public Health Security and Bioterrorism Preparedness and Response Act of 2002 (Bioterrorism Act) added section 801(m) of the Federal Food, Drug, and Cosmetic Act (FD&C Act) (21 U.S.C. 381(m)), which requires that FDA receive prior notice for food, including food for animals, that is imported or offered for import into the United States. Sections 1.278 to 1.282 of FDA regulations (21 CFR 1.278 to 1.282) set forth the requirements for submitting prior notice; §§ 1.283(d) and 1.285(j) (21 CFR 1.283(d) and 1.285(j)) set forth the procedure for requesting Agency review after FDA has refused admission of an article of food under section 801(m)(1) of the FD&C Act or placed an article of food under hold under section 801(l) of the FD&C Act; and § 1.285(i) sets forth the procedure for post-hold submissions.
Section 304 of the FDA Food Safety Modernization Act (Pub. L. 111-353)
This information collection enables FDA to make better informed decisions in managing the potential risks of imported food shipments into the United States. Any person with knowledge of the required information may submit prior notice for an article of food. Thus, the respondents to this information collection may include importers, owners, ultimate consignees, shippers, and carriers.
FDA regulations require that prior notice of imported food be submitted electronically using CBP's Automated Broker Interface of the Automated Commercial Environment (ABI/ACE) (§ 1.280(a)(1)) or the FDA Prior Notice System Interface (PNSI) (Form FDA 3540) (§ 1.280(a)(2)). PNSI is an electronic submission system available on the FDA Industry Systems page at
Much of the information collected for prior notice is identical to the information collected for FDA importer's entry notice, which has been approved under OMB control number 0910-0046. The information in an importer's entry notice is collected electronically via CBP's ABI/ACE at the same time the respondent files an entry for import with CBP. To avoid double-counting the burden hours already counted in the importer's entry notice information collection, the burden hour analysis in table 1 reflects FDA's estimate of the reduced burden for prior notice submitted through ABI/ACE in column 6 entitled “Average Burden per Response.”
In addition to submitting a prior notice, a submitter should cancel a prior notice and must resubmit the information to FDA if information changes after the Agency has confirmed a prior notice submission for review (
This information collection incorporates the reporting requirements established by the final rule,
FDA estimates the burden of this collection of information as follows:
Since the last OMB approval, FDA has revised this information collection to consolidate the previously approved information collection under OMB Control No. 0910-0923, which covers the reporting requirements for the mail service and mail tracking number associated with prior notice submissions for articles of food arriving by international mail. Our estimated burden for this information collection reflects an overall increase of 7,629,528 hours and a corresponding increase of 1,721,959 responses. We attribute this adjustment to the overall growth in United States food importation, changes in
Food and Drug Administration, HHS.
Notice.
The Food and Drug Administration (FDA or Agency) is announcing an opportunity for public comment on the proposed collection of certain information by the Agency. Under the Paperwork Reduction Act of 1995 (PRA), Federal Agencies are required to publish notice in the
Either electronic or written comments on the collection of information must be submitted by November 20, 2026.
You may submit comments as follows. Please note that late, untimely filed comments will not be considered. The
Submit electronic comments in the following way:
•
• If you want to submit a comment with confidential information that you do not wish to be made available to the public, submit the comment as a written/paper submission and in the manner detailed (see “Written/Paper Submissions” and “Instructions”).
Submit written/paper submissions as follows:
•
• For written/paper comments submitted to the Dockets Management Staff, FDA will post your comment, as well as any attachments, except for information submitted, marked and identified, as confidential, if submitted as detailed in “Instructions.”
• Confidential Submissions—To submit a comment with confidential information that you do not wish to be made publicly available, submit your comments only as a written/paper submission. You should submit two copies total. One copy will include the information you claim to be confidential with a heading or cover note that states “THIS DOCUMENT CONTAINS CONFIDENTIAL INFORMATION.” The Agency will review this copy, including the claimed confidential information, in its consideration of comments. The second copy, which will have the claimed confidential information redacted/blacked out, will be available for public viewing and posted on
Christopher Colburn, Office of Operations, Food and Drug Administration, Three White Flint North, 10A-12M, 11601 Landsdown St., North Bethesda, MD 20852, 301-796-8758,
Under the PRA (44 U.S.C. 3501-3521), Federal Agencies must obtain approval from the Office of Management and Budget (OMB) for each collection of information they conduct or sponsor. “Collection of information” is defined in 44 U.S.C. 3502(3) and 5 CFR 1320.3(c) and includes Agency requests or requirements that members of the public submit reports, keep records, or provide information to a third party. Section 3506(c)(2)(A) of the PRA (44 U.S.C. 3506(c)(2)(A)) requires Federal Agencies to provide a 60-day notice in the
With respect to the following collection of information, FDA invites comments on these topics: (1) whether the proposed collection of information is necessary for the proper performance of FDA's functions, including whether the information will have practical utility; (2) the accuracy of FDA's estimate of the burden of the proposed collection of information, including the validity of the methodology and assumptions used; (3) ways to enhance the quality, utility, and clarity of the information to be collected; and (4) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques, when appropriate, and other forms of information technology.
This information collection request supports FDA regulations found in 21 CFR 130.17. Section 401 of the Federal Food, Drug, and Cosmetic Act (the FD&C Act) (21 U.S.C. 341) directs FDA to issue regulations establishing definitions and standards of identity (SOIs) for food. Under section 403(g) of the FD&C Act (21 U.S.C. 343(g)), a food that is subject to a definition and SOI prescribed by regulation is misbranded if it does not conform to such definition and SOI. Section 130.17 provides for the issuance by FDA of temporary marketing permits (TMPs) that enable the food industry to test consumer acceptance and measure the technological and commercial feasibility in interstate commerce of experimental packs of food that deviate from applicable definitions and SOIs. Section 130.17(c) enables the Agency to monitor the manufacture, labeling, and distribution of experimental packs of food that deviate from applicable definitions and SOIs. The information obtained can be used in support of a petition to establish or amend the applicable definition or SOI to provide for the variations. Section 130.17(i) specifies the information that a firm must submit to FDA to obtain an extension of a TMP. To assist respondents with the TMP process, we have developed guidance entitled “Temporary Permits for Interstate Shipment of Experimental Packs of Food Varying from the Requirements of Definitions and Standards of Identity: Guidance for Industry” (November 2021). This resource can be found on our website at
We estimate the burden of this collection of information as follows:
Based on a review of the information collection since our last request for OMB approval, we have made no adjustments to our burden estimate.
Health Resources and Services Administration (HRSA), Department of Health and Human Services.
Notice of supplemental funding.
HRSA is awarding supplemental funding under the Medicare Rural Hospital Flexibility (Flex) Program Evaluation Cooperative Agreement to one award recipient in fiscal year 2026 to expand analysis, evaluation, and dissemination activities that support Critical Access Hospitals (CAHs) and State Flex Programs.
Sheena Johnson, Deputy Division Director, Hospital State Division, Federal Office of Rural Health Policy, HRSA, at
Health Resources and Services Administration (HRSA), Department of Health and Human Services.
Notice of supplemental funding.
HRSA is awarding supplemental funding under the State Offices of Rural Health (SORH) Coordination and Development Program to one award recipient in fiscal year 2026 to support expanded technical assistance, capacity-building, and coordination activities for SORH and rural stakeholders nationwide.
Sheena Johnson, Deputy Division Director, Hospital State Division, Federal Office of Rural Health Policy, HRSA, at
Health Resources and Services Administration (HRSA), Department of Health and Human Services.
Notice of supplemental funding.
HRSA is awarding supplemental funding under the Rural Quality Improvement Technical Assistance Program to one award recipient in fiscal year 2026 to advance efforts to improve health care and quality of care in rural areas by supporting quality measure implementation, data reporting, and the use of data to drive improvements in quality of care.
Sheena Johnson, Deputy Division Director, Hospital State Division, Federal Office of Rural Health Policy, HRSA, at
Office of the Assistant Secretary for Health, Office of Infectious Disease and HIV/AIDS Policy, Office of the Secretary, Department of Health and Human Services.
Notice; solicitation of nominations for appointment to the National Vaccine Advisory Committee (NVAC); extension of solicitation period for nominations for appointment to the National Vaccine Advisory Committee (NVAC).
The Office of the Assistant Secretary for Health (OASH) is extending the solicitation period for nominations for appointment to the National Vaccine Advisory Committee (NVAC) that appeared in the
Nominations for membership on the NVAC must be received no later than thirty days from publication of this
All nominations should be emailed in one email to
Acting Designated Federal Officer, U.S. Department of Health and Human Services, Office of the Assistant Secretary for Health, Office of Infectious Disease and HIV/AIDS Policy, Hubert H. Humphrey Building, 200 Independence Avenue SW, Washington, DC 20201.
In the
OASH has received a request for an extension of the solicitation period to allow any interested persons additional time to submit nominations to fill vacancies on the NVAC. OASH has considered the request and is granting the extension of the solicitation period. OASH believes that this extension allows adequate time for any interested persons to fully consider and submit nominations.
U.S. Department of Health and Human Services (HHS or the Department).
Notice of Request for Information (RFI) on electromagnetic field (EMF) exposure and human health.
Consistent with the Department of Health and Human Services' emphasis on evaluating environmental factors that may affect human health, particularly among children and other potentially vulnerable populations, HHS seeks information on electromagnetic field (EMF) emissions and exposure, particularly RF and wireless, and human health. RF radiation and other forms of non-ionizing electromagnetic (EMF) exposure, will hereafter be referred to as “RF/EMF.” Responses will help identify and assess the current state of the scientific evidence on RF/EMF exposures and health outcomes, compare existing domestic and international safety standards and regulatory approaches, identify research gaps and priority areas for future study, and inform practical, evidence-based recommendations for policymakers, public health stakeholders, families, schools, and communities. HHS welcomes input from researchers, clinicians, public health professionals, industry, standards organizations, educators, advocacy groups, and members of the public to clearly distinguish established evidence from emerging findings and areas of uncertainty, and supports transparent, science-informed decision-making.
Comments on this notice must be received no later than October 21, 2026.
Victoria Marshall, Office of the Assistant Secretary for Health,
Electromagnetic fields (EMFs) are energy fields produced by moving electrically charged particles and electrical currents. EMFs occur across a broad range of frequencies, including low radiofrequency (RF) associated with power systems and household appliances, as well as higher RF and microwave exposures associated with wireless communication technologies. HHS is conducting this request for information under 21 CFR subpart J.
Public concern about potential health effects from RF/EMF exposure has increased, particularly in relation to children, schools, and long-term cumulative exposure. At the same time, scientific literature is extensive, technically complex, and not always easy for policymakers or public health stakeholders to interpret. Exposure standards and regulatory approaches also vary across jurisdictions. HHS is interested in clear, balanced, and evidence-informed information about RF/EMF exposure that can support decision-making, identify research priorities, and inform practical strategies to reduce unnecessary exposure where appropriate.
For this RFI, HHS is seeking input from the public, including individuals, families, caregivers, healthcare professionals, public health practitioners, researchers, organizations, equipment or product manufacturers, service or infrastructure providers, and other interested stakeholders that have knowledge of or experience with RF/EMF emission and exposure. Please identify whether your response is based on peer-reviewed research, government reports, industry data, clinical observations, or other sources. If you rely on existing exposure guidelines, regulatory frameworks, or scientific assessments, please identify the specific framework(s) and explain how they inform your response. Respondents are encouraged to include supporting facts, research, datasets, technical reports, and other evidence in their comments, including citations to the published materials referenced, and active hyperlinks, where available.
1. Responses submitted at
This RFI is voluntary, and responses may be submitted anonymously. Please do not submit proprietary, classified, confidential, or sensitive information, to include personally identifiable (PII) or personal health information (PHI), in response to this RFI.
This RFI should not be construed as a policy, solicitation for applications, or as an obligation on the part of the government to provide support for any
2. In your response, please describe which perspective(s) your comments represent: individual consumer, patient, family member, or caregiver; healthcare professional; worker with occupational exposure; equipment or product manufacturer; service or infrastructure provider; business; industry group; government; research entity; or another type of organization or perspective.
3. We invite individuals, families, caregivers, healthcare professionals, and organizations to share experiences regarding potential adverse health effects they believe may be associated with exposure to RF/EMFs. Respondents are encouraged to provide as much detail as they are comfortable sharing, recognizing that responses to this RFI will be public and therefore should not include PII or PHI. Examples of information that may be helpful to include are the following:
a. The type(s) of wireless technology or RF/EMF source(s) involved (
b. The nature, duration, frequency, and approximate timing of the reported exposure(s).
c. The potential adverse health effects experienced.
d. When potential adverse health effects first appeared relative to when exposure began and whether any changes in exposure coincided with potential adverse health effects.
e. Whether medical evaluation or treatment was sought, including any diagnoses received (if the respondent chooses to share them).
f. Whether steps to reduce or eliminate exposure were taken and, if so, whether any subsequent changes in potential adverse health effects were observed.
g. Any supporting documentation, including scientific reports, exposure measurements, or other relevant information.
4. We invite healthcare professionals, researchers, and public health practitioners to describe observations from clinical practice, occupational settings, or research that may help identify patterns, if any, of reported potential adverse health effects associated with RF/EMF radiation and exposure. In describing these observations, please include where available:
h. The types of potential adverse health effects reported.
i. Onset of potential adverse health effects.
j. Characteristics of the individuals or populations involved, excluding any identifying information such as PII or PHI.
k. Any observed exposure patterns.
l. What standardized methods were used to assess exposure or potential adverse health effects, if any were used.
m. Recommendations for future research or surveillance.
5. What existing national and international exposure standards, guidelines, or regulatory frameworks should federal health agencies consider when evaluating the potential adverse health effects of human exposure to RF/EMF?
n. What scientific, technical, or regulatory changes by federal health agencies, if any, would improve the assessment, disclosure, and regulation of wireless radiation exposure?
o. Is additional research needed to develop, test, and evaluate the effectiveness of procedures and techniques for minimizing exposure to electronic product radiation? Where are the largest gaps, if any, in knowledge? What research is needed to appropriately evaluate current or future national and international exposure standards, guidelines, or regulatory frameworks.
p. How, if at all, should a classification system account for exposure-related characteristics, including operating frequency, power density, specific absorption rate (SAR), electric- and magnetic-field strength, modulation and pulse characteristics, duty cycle, beamforming, simultaneous exposure to multiple frequencies, duration of exposure, distance from the source, proximity to the body, and cumulative exposure over time?
6. What scientific evidence exists about potential adverse health effects caused by current exposure limits?
7. What scientific methods are currently available for accurately characterizing individual and population-level RF radiation exposure?
8. What, if any, improvements in exposure assessment methodologies are needed to better evaluate real-world exposure conditions?
9. What, if any, technical and exposure-related information should be disclosed to consumers, residents, workers, schools, healthcare providers, and local governments?
10. What data sources or surveillance systems currently exist to monitor potential adverse health effects associated with RF radiation exposure? Should additional data sources or surveillance systems be developed? Please discuss the benefits and challenges of the following data sources and surveillance systems, as relevant:
a. disease registries.
b. occupational monitoring.
c. environmental monitoring.
d. longitudinal cohort studies.
e. biomonitoring.
f. adverse event reporting.
g. disease or illness clusters.
h. Other.
11. Should exposure assessment or risk evaluation differ for sensitive populations such as those noted below? Please explain.
a. children.
b. pregnant women.
c. older adults.
d. individuals with implanted medical devices.
e. workers with elevated occupational exposure.
f. individuals with preexisting medical conditions.
g. Other populations that may uniquely experience potential adverse health effects in response to RF radiation.
12. What scientific evidence exists regarding potential adverse health effects associated with RF radiation exposure at levels below current federal exposure limits?
13. According to scientific evidence, how do the technologies below affect cumulative exposure patterns?
a. 5G.
b. 6G.
c. Wi-Fi.
d. Satellite-based communications.
e. Internet of Things (IoT).
f. Wearable technologies.
g. Smart homes/appliances.
h. Smart cities.
i. Autonomous vehicles.
j. Wireless medical devices.
k. Communication enabled smart meters.
14. What scientific evidence exists regarding potential adverse environmental effects associated with RF radiation?
15. What types of scientific evidence should be considered when evaluating RF exposure associated with wireless infrastructure? Please comment on:
a. proximity to homes, schools, childcare facilities, healthcare facilities, and/or workplaces.
b. cumulative neighborhood exposure.
c. antenna density.
d. small-cell deployment.
e. livestock.
16. What are the highest priority research gaps regarding EMF and RF radiation and public health that the federal health agencies should address?
17. How can federal health agencies improve coordination of EMF and RF radiation research? Please comment on potential roles for federal health agencies including, but not limited to:
a. HHS Food and Drug Administration (FDA).
b. HHS National Institutes of Health (NIH).
c. HHS Centers for Disease Control and Prevention (CDC).
18. Please identify any additional scientific evidence, technical information, data, or recommendations that federal health agencies should consider when evaluating potential adverse health effects associated with RF/EMF radiation exposure.
Pursuant to section 1009 of the Federal Advisory Committee Act, as amended, notice is hereby given of the following meetings.
The meetings will be closed to the public in accordance with the provisions set forth in sections 552b(c)(4) and 552b(c)(6), Title 5 U.S.C., as amended. The grant applications and the discussions could disclose confidential trade secrets or commercial property such as patentable material, and personal information concerning individuals associated with the grant applications, the disclosure of which would constitute a clearly unwarranted invasion of personal privacy.
Address:
Address:
Notice is hereby given of a change in the meeting of the Community and Place-Based Determinations of Health Study Section, October 21, 2026, 10:00 a.m. to October 22, 2026, 06:00 p.m., National Institutes of Health, Rockledge II, 6701 Rockledge Drive, Bethesda, MD, 20892 which was published in the
This meeting is being amended to change the meeting from a 2-day to a 1-day meeting on October 21, 2026. The start and end time remains at 10 a.m. to 6 p.m. The meeting is closed to the public.
On January 23, 2025, the Acting Secretary of Homeland Security issued a Finding of Mass Influx of Aliens. This finding went into effect immediately (on January 23, 2025) and remained in effect for 60 days (until March 23, 2025).
The Immigration and Nationality Act (INA), at 8 U.S.C. 1103(a), provides an expansive grant of authority, stating that in the event of a mass influx of aliens off the coast of the United States or a land border, the Secretary may authorize a State or local law enforcement officer, with the consent of the officer's superiors, to perform duties of immigration officers under the INA. In turn, section 65.83 of Title 28 of the Code of Federal Regulations allows the Secretary
In making such a determination, the Secretary may also determine that there is an “immigration emergency.” The regulations define an immigration emergency as “an actual or imminent mass influx of aliens which either is of such magnitude or exhibits such other characteristics that effective administration of the immigration laws of the United States is beyond the existing capabilities of [the Department of Homeland Security (DHS)] in the affected area or areas.” 28 CFR 65.83(d)(1) (using identical language as 8 U.S.C. 1103(a)(10)).
Such a determination is based on “the factors set forth in the definitions contained in” 28 CFR 65.81. Characteristics of an influx of aliens, other than magnitude, which may be considered in determining whether an immigration emergency exists include: the likelihood of continued growth in the magnitude of the influx; an apparent connection between the influx and increases in criminal activity; the actual or imminent imposition of unusual and overwhelming demands on law enforcement agencies; and other similar characteristics.
Upon review of the current data, I have determined that there continues to exist circumstances involving the administration of the immigration laws of the United States that endanger the lives, property, safety, or welfare of the residents of all 50 States and that an actual or imminent mass influx of aliens is arriving at the southern border of the United States and presents urgent circumstances requiring a continued federal response. I make this finding for the reasons discussed below.
First, as discussed in prior notices, for years, our southern border has been overrun. As noted in Proclamation 10888,
Second, the ability of DHS to control an influx of aliens at the border
However, the district court's holding that DHS can no longer directly repatriate apprehended aliens under INA 212(f) but rather must process aliens for expedited removal pursuant to 8 U.S.C. 1225(b)(1), remains in effect.
Third, as stated in the previous notices, when border crossing numbers are high, much detention capacity is required of U.S. Immigration and Customs Enforcement (ICE). Mandatory detention of aliens apprehended at the border serves important public safety and national security purposes. Specifically, mandatory detention allows the government to effectively vet aliens for criminality or national security threats and ensure that such aliens are not released into the community. Current databases still do not allow for comprehensive and rapid searching for foreign convictions or other public safety and national security risks of recent arrivals. As a result, when numbers at the border are such that DHS is effectively forced to engage in catch-and-release practices which thwart appropriate vetting, there is a threat to public safety and national security. This does not account for so-called gotaways, of which there have been millions over the last several years, who are not screened in any manner.
In addition, increased enforcement efforts in the interior have resulted in large numbers of aliens in custody. Many of these aliens are applicants for admission who are subject to mandatory detention pending removal proceedings under the INA. 8 U.S.C. 1225(b)(2)(A);
As mentioned in the prior findings of mass influx, without controls in place at the border to stem the influx, DHS loses its capacity to detain all applicants for admission as required by the INA.
Fourth, an influx of aliens presents significant concerns with respect to increased criminal activity. Between FY 2017 and 2019, ICE removed 485,930 aliens with criminal convictions or pending criminal charges. Between FY 2021 and FY 2023, ICE removed 158,931 aliens with criminal convictions or pending criminal charges. In FY 2025, from October 1, 2024, to September 30, 2025, ICE removed 166,319 aliens with criminal convictions or pending criminal charges. Between October 1, 2025, and August 11, 2026, with 51 days remaining in FY 2026, ICE removed 215,447 aliens with criminal convictions or pending criminal charges. Assuming the crime rate among aliens has remained unchanged over the year, this 67% decrease (in removals) between FY 2019 and 2021 and FY 2021 and 2023 suggests that tens of thousands of criminal aliens remain in the United States. However, even if ICE were to continue to remove aliens at the same levels through the rest of this fiscal year, it would still fall short of the total number of aliens removed with criminal convictions or pending criminal charges between FY 2017 and FY 2019, indicating the large, continued presence of criminal aliens in the United States. Where there is an increase in criminal aliens, there is likely to be an increase in criminal activity. This once again shows that ICE must continue to prioritize the removal of criminal aliens rather than divert resources to detain aliens recently apprehended at the Southwest border.
Furthermore, there continues to be significant criminality present at the Southwest border. In July 2026, U.S. Customs and Border Protection's (CBP's) Office of Field Operations (OFO) and U.S. Border Patrol (USBP) encountered 353 criminal aliens. OFO made 750 criminal arrests, and USBP had 33 gang apprehensions. USBP referred 344 smuggling events for prosecution, and OFO referred 347 events for criminal prosecution. Officers and agents seized 24,996.19 pounds of illicit narcotics, including 969.57 pounds of deadly fentanyl. Officers and agents also seized 77 firearms and 11,652 rounds of ammunition, as well as $859,890.84 in currency. If such significant criminality has been observed even when illegal border crossings are low, these numbers are only likely to increase if border crossings increase and CBP's resources are further stretched.
Fifth, there have been high, unusual, and overwhelming demands on law enforcement officers and agents, which continue to present significant danger to those personnel. For example, in July 2026, CBP records indicate that 22 CBP officers/agents were assaulted. Even while encounter numbers in July 2026 were significantly lower than monthly encounter numbers in previous years, officers and agents at the border still have consistent threats against them, and there are still too many assaults and use of force incidents on officers and agents. ICE records indicate that aliens assaulted or used force against 231 ICE Enforcement and Removal Operations (ERO) officers from February 2026 to the end of July 2026, representing an average of 38.5 per month. In February 2025, ICE records indicated that aliens assaulted or used force against 10 ICE ERO officers. This 385% increase from February 2025 as well as a continued upward trend indicates the increasing risk that ICE ERO officers face as they seek to arrest and detain aliens that entered during periods of loose border restrictions.
Additionally, there remains a strain on ICE resources, which takes ICE away from its mission to preserve national security and public safety. ICE has many aliens pending removal that entered during prior influxes at the Southwest border. Managing those removals requires a significant expenditure of ICE resources. As of August 11, 2026, there are 2,120,058 aliens on the ICE non-detained docket with final orders of
Between March 1, 2026, and August 11, 2026, ICE arrested 214,992 aliens. Of those, 121,055 aliens had criminal convictions or pending criminal charges, 452 were known or suspected terrorists, and 2,700 were suspected gang members. Failure to extend this finding will impede the ability of ICE to properly enforce immigration laws and focus on public safety risks.
On the basis of the above facts, I find that these circumstances continue to endanger the lives, property, safety, and welfare of the residents of every State in the Union. The only way to effectively prevent this danger to the States is to maintain operational control of the border, which Congress defined to mean “the prevention of all unlawful entries into the United States, including entries by terrorists, other unlawful aliens, instruments of terrorism, narcotics, and other contraband.” Secure Fence Act of 2006, Public Law 109-367, 2, 120 Stat. 2638 (2006); 8 U.S.C. 1701 note (stating that the Secretary of DHS “shall take all actions the Secretary determines necessary and appropriate to achieve and maintain operational control over the entire international land and maritime borders of the United States”). Given that Congress directed DHS to prevent all unlawful entries, the thousands of aliens that DHS continues to encounter on a weekly basis attempting to enter the United States illegally via the Southwest border is an influx. Therefore, I find that there is currently an influx of aliens arriving across our entire southern border, which requires a federal response.
Accordingly, pursuant to the authorities under the INA, 8 U.S.C. 1101,
The finding is effective immediately and expires in 180 days. This finding may expire sooner in the event I find that circumstances have changed. Such a finding would be published in the
On March 17, 2026, the Drug Enforcement Administration (DEA or Government) issued an Order to Show Cause (OSC) to John Ramsay Walters, M.D., of Oxnard, CA (Registrant). Request for Final Agency Action (RFAA), Exhibit (RFAAX) 2, at 1, 4. The OSC proposed the revocation of Registrant's Certificate of Registration No. AW8146602, alleging that Registrant is “currently without authority to prescribe, administer, dispense, or otherwise handle controlled substances in the State of California, the state in which [he is] registered with DEA.”
The OSC notified Registrant of his right to file a written request for hearing, and that if he failed to file such a request, he would be deemed to have waived his right to a hearing and be in default.
Further, “[i]n the event that a registrant . . . is deemed to be in default . . . DEA may then file a request for final agency action with the Administrator, along with a record to support its request. In such circumstances, the Administrator may enter a default final order pursuant to [21 CFR] 1316.67.”
The Agency finds that, in light of Registrant's default, the factual allegations in the OSC are deemed admitted. 21 CFR 1301.43(e). According to the OSC, on September 25, 2025, the Medical Board of California adopted a Stipulated Surrender of License and Disciplinary Order against Registrant, effective December 31, 2025. RFAAX 2, at 2. On December 31, 2025, Registrant surrendered his California medical license.
Pursuant to 21 U.S.C. 824(a)(3), the Attorney General is authorized to suspend or revoke a registration issued under 21 U.S.C. 823 “upon a finding that the registrant . . . has had his State license or registration suspended . . . [or] revoked . . . by competent State authority and is no longer authorized by State law to engage in the . . . dispensing of controlled substances.”
With respect to a practitioner, DEA has also long held that the possession of authority to dispense controlled substances under the laws of the state in which a practitioner engages in professional practice is a fundamental condition for obtaining and maintaining a practitioner's registration.
According to California statute, “dispense” means “to deliver a controlled substance to an ultimate user or research subject by or pursuant to the lawful order of a practitioner, including the prescribing, furnishing, packaging, labeling, or compounding necessary to prepare the substance for that delivery.” Cal. Health & Safety Code § 11010 (West 2026). Further, a “practitioner” means a person “licensed, registered, or otherwise permitted, to distribute, dispense, conduct research with respect to, or administer, a controlled substance in the course of professional practice or research in [the] state.”
Here, the undisputed evidence in the record is that Registrant currently lacks authority to practice medicine in California. As discussed above, a physician must be a licensed practitioner to dispense a controlled substance in California. Thus, because Registrant currently lacks authority to practice medicine in California and, therefore, is not authorized to handle controlled substances in California, Registrant is not eligible to maintain a DEA registration in California. Accordingly, the Agency will order that Registrant's DEA registration be revoked.
Pursuant to 28 CFR 0.100(b) and the authority vested in me by 21 U.S.C. 824(a), I hereby revoke DEA Certificate of Registration No. AW8146602 issued to John Ramsay Walters, M.D. Further, pursuant to 28 CFR 0.100(b) and the authority vested in me by 21 U.S.C. 823(g)(1), I hereby deny any pending applications of John Ramsay Walters, M.D., to renew or modify this registration, as well as any other pending application of John Ramsay Walters, M.D., for additional registration in California. This Order is effective October 21, 2026.
This document of the Drug Enforcement Administration was signed on September 11, 2026, by DEA Administrator Terrance C. Cole. That document with the original signature and date is maintained by DEA. For administrative purposes only, and in compliance with requirements of the Office of the Federal Register, the undersigned DEA Federal Register Liaison Officer has been authorized to sign and submit the document in electronic format for publication, as an official document of DEA. This administrative process in no way alters the legal effect of this document upon publication in the
On February 19, 2025, the Drug Enforcement Administration (DEA or Government) issued an Order to Show Cause (OSC) to Esther Villanueva Valdes, M.D., of Arecibo, Puerto Rico (Registrant). Request for Final Agency Action (RFAA), Exhibit (RFAAX) 1, at 1, 4. The OSC proposed the revocation of Registrant's Certification of Registration No. BV4657485, alleging that Registrant is “currently without authority to . . . handle controlled substances in the Commonwealth of Puerto Rico, the U.S. territory in which [she is] registered with DEA” and has been mandatorily excluded from participation in Medicare, Medicaid, and all Federal health care programs pursuant to 42 U.S.C. 1320a-7(a).
The OSC notified Registrant of her right to file a written request for hearing, and that if she failed to file such a request, she would be deemed to have waived her right to a hearing and be in default.
Further, “[i]n the event that a registrant . . . is deemed to be in default . . . DEA may then file a request for final agency action with the Administrator, along with a record to support its request. In such circumstances, the Administrator may enter a default final order pursuant to [21 CFR] § 1316.67.”
The Agency finds that, in light of Registrant's default, the factual allegations in the OSC are deemed admitted. 21 CFR 1301.43(e). According to the OSC, Registrant's Puerto Rico medical license, issued by the Puerto Rico Board of Medical Licensure and Discipline (Board), expired on July 4, 2022. RFAAX 1, at 2. Registrant also held a Board controlled substance license that expired on August 31, 2023.
According to Puerto Rico online records, of which the Agency takes official notice,
Pursuant to 21 U.S.C. 824(a)(3), the Attorney General is authorized to suspend or revoke a registration issued under 21 U.S.C. 823 “upon a finding that the registrant . . . has had his State license or registration suspended . . . [or] revoked . . . by competent State authority and is no longer authorized by State law to engage in the . . . dispensing of controlled substances.” With respect to a practitioner, DEA has also long held that the possession of authority to dispense controlled substances under the laws of the state in which a practitioner engages in professional practice is a fundamental condition for obtaining and maintaining a practitioner's registration.
According to the Puerto Rico Controlled Substances Act, “[a]ny person who manufactures, distributes and dispenses controlled substances in the Commonwealth of Puerto Rico . . . shall obtain a registration certification annually, issued by the Secretary of Health, pursuant to the rules and regulations approved and promulgated by said government official.” P.R. Laws Ann. tit. 24, § 2302(a) (current through all acts translated by the Translation Office of the Puerto Rico Government through the 2025 Legislative Session). Further, “dispense” means “the prescribing, administering or delivering of a controlled substance to an ultimate user, by prescription or order for administering it. It includes the process of the compounding, labeling and packaging of a controlled substance for such delivery. The term `dispenser' means the practitioner who so delivers a controlled substance.”
Here, the undisputed evidence in the record is that Registrant lacks authority to dispense controlled substances in Puerto Rico. As discussed above, an individual must hold a controlled substance license and be licensed to practice medicine to dispense a controlled substance in Puerto Rico. Thus, because Registrant lacks authority to handle controlled substances in Puerto Rico, Registrant is not eligible to maintain a DEA registration in that jurisdiction. Accordingly, the Agency will order that Registrant's DEA registration be revoked.
Registrant's lack of state authority to handle controlled substances in Puerto Rico is sufficient by itself to support revoking Registrant's DEA registration.
Registrant is deemed to admit that on April 7, 2021, in the United States District Court for the District of Puerto Rico, Registrant pled guilty to one count of healthcare fraud in violation of 18 U.S.C. 1347 and judgment was entered against her on August 30, 2021.
Pursuant to 21 U.S.C. 824(a)(5), the Attorney General is authorized to suspend or revoke a registration issued under section 823 of the CSA upon finding that the registrant “has been excluded (or directed to be excluded) from participation in a program pursuant to section 1320a-7(a) of Title 42.” The Agency has consistently held that it may also deny an application upon finding that an applicant has been excluded from a federal health care program.
The Agency finds substantial record evidence that Registrant has been, and
Where, as here, the Government has met its
The Agency requires a registrant's unequivocal acceptance of responsibility.
Here, Registrant did not timely request a hearing or answer the allegations in the OSC and was deemed to be in default. To date, Registrant has not filed a motion with the Office of the Administrator to excuse the default. 21 CFR 1301.43(c)(1). Registrant has thus failed to properly answer the allegations contained in the OSC and has not otherwise availed herself of the opportunity to refute the Government's case. As such, Registrant has not accepted responsibility for the proven violations, has made no representations regarding her future compliance with the CSA, and has not demonstrated that she can be trusted with registration.
Accordingly, the Agency will order the revocation of Registrant's registration.
Pursuant to 28 CFR 0.100(b) and the authority vested in me by 21 U.S.C. 824(a), I hereby revoke DEA Certificate of Registration No. BV4657485, issued to Esther Villanueva Valdes, M.D. Further, pursuant to 28 CFR 0.100(b) and the authority vested in me by 21 U.S.C. 823(g)(1), I hereby deny any pending applications of Esther Villanueva Valdes, M.D., to renew or modify this registration, as well as any other pending application of Esther Villanueva Valdes, M.D., for additional registration in Puerto Rico. This Order is effective October 21, 2026.
This document of the Drug Enforcement Administration was signed on September 11, 2026, by DEA Administrator Terrance C. Cole. That document with the original signature and date is maintained by DEA. For administrative purposes only, and in compliance with requirements of the Office of the Federal Register, the undersigned DEA Federal Register Liaison Officer has been authorized to sign and submit the document in electronic format for publication, as an official document of DEA. This administrative process in no way alters the legal effect of this document upon publication in the
Notice of availability; request for comments.
The Department of Labor (DOL) is submitting this Mine Safety & Health Administration (MSHA)-sponsored information collection request (ICR) to the Office of Management and Budget (OMB) for review and approval in accordance with the Paperwork Reduction Act of 1995 (PRA). Public comments on the ICR are invited.
The OMB will consider all written comments that the agency receives on or before October 21, 2026.
Written comments and recommendations for the proposed information collection should be sent within 30 days of publication of this notice to
Nicole Bouchet by telephone at 202-693-0213, or by email at
MSHA issues certifications, qualifications and approvals to the nation's miners to conduct specific work within the mines. Miners requiring qualification or certification from MSHA will register for an “MSHA Individual Identification Number” (MIIN). MSHA uses this unique number in place of individual SSNs for all MSHA collections. The MIIN identifier fulfills Executive Order 13402, Strengthening Federal Efforts Against Identity Theft, which requires Federal agencies to better secure government held data. For additional substantive information about this ICR,
Comments are invited on: (1) whether the collection of information is necessary for the proper performance of the functions of the Department, including whether the information will have practical utility; (2) the accuracy of the agency's estimates of the burden and cost of the collection of information, including the validity of the methodology and assumptions used; (3) ways to enhance the quality, utility and clarity of the information collection; and (4) ways to minimize the burden of the collection of information on those who are to respond, including the use of automated collection techniques or other forms of information technology.
This information collection is subject to the PRA. A Federal agency generally cannot conduct or sponsor a collection of information, and the public is generally not required to respond to an information collection, unless the OMB approves it and displays a currently valid OMB Control Number. In addition, notwithstanding any other provisions of law, no person shall generally be subject to penalty for failing to comply with a collection of information that does not display a valid OMB Control Number.
DOL seeks PRA authorization for this information collection for three (3) years. OMB authorization for an ICR cannot be for more than three (3) years without renewal. The DOL notes that information collection requirements submitted to the OMB for existing ICRs receive a month-to-month extension while they undergo review.
Mine Safety and Health Administration, Labor.
Request for public comments.
The Department of Labor (DOL), as part of its continuing effort to reduce paperwork and respondent burden, conducts a pre-clearance consultation program for all information collections, to provide the public and Federal agencies with an opportunity to comment on proposed collections of information, in accordance with the Paperwork Reduction Act of 1995. This program helps to ensure that requested data can be provided in the desired format, reporting burden (time and financial resources) is minimized, collection instruments are clearly understood, and the impact of collection requirements on respondents can be properly assessed. The Mine Safety and Health Administration (MSHA) is soliciting comments on the information collection titled “Refuse Piles and Impoundment Structures.”
All comments must be received on or before November 20, 2026.
Comments concerning the information collection requirements of this notice may be sent by any of the methods listed below. Please note that comments received after the deadline will not be considered.
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• MSHA will post all comments as well as any attachments, except for information submitted and marked as confidential, in the docket at
Corliss A. Josephs-Conway, Acting Director, Office of Standards, Regulations, and Variances, MSHA, at
Section 103(h) of the Federal Mine Safety and Health Act of 1977 (Mine Act), as amended, 30 U.S.C. 813(h), authorizes MSHA to collect information necessary to carry out its duty in protecting the safety and health of miners. Further, section 101(a) of the Mine Act, 30 U.S.C. 811(a), authorizes the Secretary of Labor to develop, promulgate, and revise as may be appropriate, improved mandatory health or safety standards for the protection of life and prevention of injuries in coal and metal and nonmetal mines.
The Paperwork Reduction Act of 1995 (PRA, 44 U.S.C. 3501
To fulfill its statutory mandate to promote miners' health and safety, MSHA requires information collected under the OMB request titled “Refuse Piles and Impoundment Structures.” This information collection is intended to ensure that refuse piles and impoundments provide adequate safety protection by preventing or eliminating hazardous conditions for coal miners.
To fulfill its statutory mandate to promote miners' health and safety, MSHA requires information under the information collection request (ICR) titled “Refuse Piles and Impoundment Structures.” This information collection is intended to ensure that refuse piles and impoundments provide adequate safety protection by preventing or eliminating hazardous conditions to coal miners.
Burden costs associated with the ICR include:
The associated standards that authorize the collection of information are described below.
Under 30 CFR 77.217(c), impoundments are defined as structures that can impound water, sediment, or slurry or any combination of materials. Under 30 CFR 77.217(e), refuse piles are defined as deposits of coal mine which may contain a mixture of coal, shale, claystone, siltstone, sandstone, limestone, and related materials that are excavated during mining operations or separated from mined coal and deposited on the surface as waste byproducts of either coal mining or preparation operations. Refuse pile does not mean temporary spoil piles of removed overburden material associated with surface mining operations. Under 30 CFR 77.217(a), “abandoned” as applied to any refuse pile or impoundment and impounding structure means that work on refuse pile or impounding structure having been completed in accordance with a plan for abandonment as approved by the District Manager.
Under 30 CFR 77.215(j), all fires in refuse piles shall be extinguished, and the method used shall be in accordance with a plan approved by the District Manager. The plan shall contain as a minimum, provisions to ensure that only those persons authorized by the operator, and who have an understanding of the procedure to be used, shall be involved in the extinguishing operation.
Under 30 CFR 77.216(e), all fires in impounding structures shall be extinguished, and the method used shall be in accordance with a plan approved by the District Manager. The plan shall contain as a minimum, provisions to ensure that only those persons authorized by the operator, and who have an understanding of the procedures to be used, shall be involved in the extinguishing operation.
Under 30 CFR 77.215-1, a permanent identification marker, at least six feet high and showing the refuse pile identification number as assigned by the District Manager, the name associated with the refuse pile and the name of the person owning, operating or controlling the refuse pile, shall be located on or immediately adjacent to each refuse pile within 30 days from acknowledgment of the proposed location of a new refuse pile.
Under 30 CFR 77.216-1, a permanent identification marker, at least six feet high and showing the identification number of the impounding structure as assigned by the District Manager, the name associated with the impounding structure and name of the person owning, operating, or controlling the structure, shall be located on or immediately adjacent to each water, sediment or slurry impounding structure within 30 days from the start of construction.
Under 30 CFR 77.215-2(a) the proposed location of a new refuse pile shall be reported to and acknowledged in writing by the District Manager prior to the beginning of any work associated with the construction of the refuse pile.
Under 30 CFR 77.215-2(b), within 180 days from the date of acknowledgment of the proposed location of a new refuse pile, the person owning, operating or controlling a refuse pile shall submit to the District Manager a report in triplicate which contains the information listed in paragraphs 77.215-2(b)(1) through (b)(8).
Under 30 CFR 77.216(a) plans for the design, construction, and maintenance of structures which impound water, sediment, or slurry shall be required if such an existing or proposed impounding structure can:
(1) Impound water, sediment, or slurry to an elevation of five feet or more above the upstream toe of the structure and can have a storage volume of 20 acre-feet or more; or
(2) Impound water, sediment, or slurry to an elevation of 20 feet or more above the upstream toe of the structure; or
(3) As determined by the District Manager, present a hazard to coal miners.
Under 30 CFR 77.216(b) plans for the design and construction of all new water, sediment, or slurry impoundments and impounding structures which meet the requirements of paragraph (a) of this section shall be submitted in triplicate to and be approved by the District Manager prior to the beginning of any work associated with construction of the impounding structure.
Under 30 CFR 77.216-2 the plans required under 77.216 shall contain as a minimum the information listed in paragraphs 77.216-2(a)(1) through (a)(18).
Under 30 CFR 77.216-2(b) any changes or modifications to plans for water, sediment, or slurry impoundments or impounding structures shall be approved by the District Manager prior to the initiation of such changes or modifications.
Under 30 CFR 77.215-2(c), the information required by paragraphs 77.215-2(b)(4) through (b)(8) shall be reported every twelfth month from the date of original submission for those refuse piles which the District Manager has determined can present a hazard until the District Manager notifies the operator that the hazard has been eliminated.
Under 30 CFR 77.215-3(a), within 180 days following written notification by the District Manager that a refuse pile can present a hazard, the person owning, operating, or controlling the refuse pile shall submit to the District Manager a certification by a registered engineer that the refuse pile is being constructed or has been modified in accordance with current, prudent engineering practices to minimize the probability of impounding water and failure of such magnitude as to endanger the lives of miners.
Under 30 CFR 77.215-3(b), after the initial certification required by this section and until the District Manager notifies the operator that the hazard has been eliminated, certification shall be submitted every twelfth month from the date of the initial certification.
Under 30 CFR 77.216-4(a), every twelfth month following the date of the initial plan approval, the person owning, operating, or controlling a water, sediment, or slurry impoundment and impounding structure that has not been abandoned in accordance with an approved plan shall submit to the District Manager a report containing information listed in paragraphs 77.216-4(a)(1) through (a)(7).
Under 30 CFR 77.216-4(b), a report is not required when the operator provides the District Manager with a certification by a registered professional engineer that there have been no changes under paragraphs 77.216-4(a)(1) through (a)(6) to the impoundment or impounding structure. However, a report containing the information set out in paragraph 77.216-4(a) shall be submitted to the District Manager at least every 5 years.
Under 30 CFR 77.215-4, when a refuse pile is to be abandoned, the District Manager shall be notified in writing, and if he determines it can present a hazard, the refuse pile shall be abandoned in accordance with a plan submitted by the operator and approved by the District Manager. The plan shall include a schedule for its implementation and describe provisions to prevent burning and future impoundment of water, and provide for major slope stability.
Under 30 CFR 77.216-5(a), prior to abandonment of any water, sediment, or slurry impoundment and impounding structure which meets the requirements of paragraph 77.216(a), the person owning, operating, or controlling such an impoundment and impounding structure shall submit to and obtain approval from the District Manager, a plan for abandonment based on current, prudent engineering practices. This plan shall provide for major slope stability, include a schedule for the plan's implementation and, except as provided in paragraph (b) of this section, contain provisions to preclude the probability of future impoundment of water, sediment, or slurry.
Under 30 CFR 77.216-5(b), an abandonment plan does not have to contain a provision to preclude the future impoundment of water if the plan is approved by the District Manager and documentation is included in the abandonment plan to ensure that the following requirements are met:
(1) A registered professional engineer, knowledgeable in the principles of dam design and in the design and construction of the structure, shall certify that it substantially conforms to the approved design plan and specifications and that there are no apparent defects.
(2) The current owner or prospective owner shall certify a willingness and ability to assume responsibility for operation and maintenance of the structure.
(3) A permit or approval for the continued existence of the impoundment or impounding structure shall be obtained from the Federal or State agency responsible for dam safety.
Under 30 CFR 77.216-3(a), all water, sediment, or slurry impoundments that meet the requirements of 77.216(a) shall be examined as follows:
(1) At intervals not exceeding 7 days, or as otherwise approved by the District Manager, for appearances of structural weakness and other hazardous conditions.
(2) All instruments shall be monitored at intervals not exceeding 7 days, or as otherwise approved by the District Manager.
(3) Longer inspection or monitoring intervals approved under this paragraph shall be justified by the operator based on the hazard potential and performance of the impounding structure, and shall include a requirement for inspection immediately after a specified rain event approved by the District Manager.
(4) All inspections required by this paragraph shall be performed by a qualified person designated by the person owning, operating, or controlling the impounding structure.
Under 30 CFR 77.216-3(b), when a potentially hazardous condition develops, the person owning, operating or controlling the impounding structure shall immediately:
(1) Take action to eliminate the potentially hazardous condition;
(2) Notify the District Manager;
(3) Notify and prepare to evacuate, if necessary, all coal miners from coal mine property which may be affected by the potentially hazardous conditions; and
(4) Direct a qualified person to monitor all instruments and examine the structure at least once every eight hours, or more often as required by an authorized representative of the Secretary.
Under 30 CFR 77.216-3(c), after each examination and instrumentation monitoring referred to in this section, each qualified person who conducted all or any part of the examination or instrumentation monitoring shall promptly record the results of such examination or instrumentation monitoring in a book which shall be available at the mine for inspection by an authorized representative of the Secretary, and such qualified person shall also promptly report the results of the examination or monitoring to one of the persons specified in 30 CFR 77.216-3(d).
Under 30 CFR 77.216-3(d), all examination and instrumentation monitoring reports recorded in accordance with 77.216-3(c) shall include a report of the action taken to abate hazardous conditions and shall be promptly signed or countersigned by at least one of the following persons:
(1) The mine foreman;
(2) The assistant superintendent of the mine;
(3) The superintendent of the mine;
(4) The person designated by the operator as responsible for health and safety at the mine.
MSHA is soliciting comments concerning the proposed information collection titled “Refuse Piles and Impoundment Structures.” MSHA is particularly interested in comments that:
• Evaluate whether the proposed collection of information is necessary for the proper performance of the functions of the Agency, including whether the information will have practical utility;
• Evaluate the accuracy of MSHA's estimate of the burden of the proposed collection of information, including the validity of the methodology and assumptions used;
• Suggest methods to enhance the quality, utility, and clarity of the information to be collected; and
• Minimize the burden of the collection of information on those who are to respond, including through the use of appropriate automated, electronic, mechanical, or other technological collection techniques or other forms of information technology,
The ICR is available on
The public may also examine publicly available documents at DOL-MSHA, Office of Standards, Regulations and Variances, 200 Constitution Avenue NW, Washington, DC 20210. Before visiting MSHA in person, call 202-693-9440 to make an appointment.
Questions about the information collection requirements may be directed to the person listed in the
This ICR concerns provisions for Refuse Piles and Impoundment Structures. MSHA has updated the data with respect to the number of respondents, responses, time burden, and burden costs supporting this ICR from the previous ICR.
Comments submitted in response to this notice will be summarized and included in the request for Office of Management and Budget approval of the proposed ICR; they will become a matter of public record and be available at
Occupational Safety and Health Administration (OSHA), Labor.
Renewal of the NACOSH charter.
The Acting Secretary of Labor (Secretary) has approved the renewal of the NACOSH charter. The renewed charter will expire two years from its filing date.
The Secretary has approved the renewal of the NACOSH charter. The renewed charter will expire two years from its filing date. Congress established NACOSH in Section 7(a) of the Occupational Safety and Health Act of 1970 (OSH Act) (29 U.S.C. 651, 656) to advise, consult with, and make recommendations to the Secretary and the Secretary of Health and Human Services on matters relating to the administration of the OSH Act. NACOSH is a non-discretionary advisory committee of indefinite duration.
NACOSH operates in accordance with the Federal Advisory Committee Act (FACA) (5 U.S.C. 1001,
The NACOSH charter is available to read or download at
Occupational Safety and Health Administration (OSHA), Labor.
Notice.
In this notice, OSHA announces the application of TUV SUD America, Inc. (TUVAM), for expansion of the scope of recognition as a Nationally Recognized Testing Laboratory (NRTL) and presents the agency's preliminary finding to grant the application. TUVAM requests the addition of two test standards to the NRTL scope of recognition.
Submit comments, information, and documents in response to this notice, or requests for an extension of time to make a submission, on or before October 6, 2026.
Comments may be submitted as follows:
Information regarding this notice is available from the following sources:
OSHA is providing notice that TUV SUD America, Inc. (TUVAM) is applying for expansion of the current recognition as a NRTL. TUVAM requests the addition of two test standards to the NRTL scope of recognition.
OSHA recognition of a NRTL signifies that the organization meets the requirements specified in 29 CFR 1910.7. Recognition is an acknowledgment that the organization can perform independent safety testing and certification of the specific products covered within its scope of recognition. Each NRTL's scope of recognition includes (1) the type of products the NRTL may test, with each type specified by its applicable test standard; and (2) the recognized site(s) that has/have the technical capability to perform the product-testing and product-certification activities for test standards within the NRTL's scope. Recognition is not a delegation or grant of government authority; however, recognition enables employers to use products approved by the NRTL to meet OSHA standards that require product testing and certification.
The agency processes an application by a NRTL for initial recognition and for an expansion or renewal of this recognition, following requirements in Appendix A, 29 CFR 1910.7. This appendix requires that the agency publish two notices in the
TUVAM submitted an application to OSHA for expansion of the NRTL scope of recognition on February 27, 2025 (OSHA-2007-0043-0075), requesting the expansion of the NRTL scope of recognition to include two additional test standards. OSHA did not perform any on-site reviews with respect to this application.
Table 1 below lists the appropriate test standards found in TUVAM's application for expansion for testing and certification of products under the NRTL Program.
TUVAM submitted an acceptable application for expansion of the NRTL scope of recognition. OSHA's review of the application file, and pertinent documentation, indicate that TUVAM can meet the requirements prescribed by 29 CFR 1910.7 for expanding its recognition to include the addition of two additional testing standards for NRTL testing and certification. This preliminary finding does not constitute an interim or temporary approval of TUVAM's application. OSHA seeks comment on this preliminary determination.
OSHA welcomes public comment as to whether TUVAM meets the requirements of 29 CFR 1910.7 for expansion of recognition as a NRTL. Comments should consist of pertinent written documents and exhibits.
Commenters needing more time to comment must submit a request in writing, stating the reasons for the request by the due date for comments. OSHA will limit any extension to 10 days unless the requester justifies a longer time period. OSHA may deny a request for an extension if it is not adequately justified.
To review copies of the exhibits identified in this notice, as well as comments submitted to the docket, contact the Docket Office, Occupational Safety and Health Administration, U.S. Department of Labor. These materials also are generally available online at
OSHA staff will review all comments to the docket submitted in a timely manner. After addressing the issues raised by these comments, staff will make a recommendation to the Assistant Secretary of Labor for Occupational Safety and Health on whether to grant TUVAM's application for expansion of the scope of recognition. The Assistant Secretary will make the final decision on granting the application. In making this decision, the Assistant Secretary may undertake other proceedings prescribed in Appendix A to 29 CFR 1910.7.
OSHA will publish a public notice of the final decision in the
Amanda Laihow, Principal Deputy Assistant Secretary of Labor for Occupational Safety and Health, authorized the preparation of this notice. Accordingly, the agency is issuing this notice pursuant to 29 U.S.C. 657(g)(2), Secretary of Labor's Order No. 7-2025 (90 FR 27878, June 30, 2025), and 29 CFR 1910.7.
Occupational Safety and Health Administration (OSHA), Labor.
Notice.
In this notice, OSHA announces the application of RETC, LLC. for expansion of the scope of recognition as a Nationally Recognized Testing Laboratory (NRTL) and presents the agency's preliminary finding to grant the application.
Submit comments, information, and documents in response to this notice, or requests for an extension of time to make a submission, on or before October 6, 2026.
Comments may be submitted as follows:
Information regarding this notice is available from the following sources:
OSHA is providing notice that RETC, LLC (RETC), is applying for expansion of the current recognition as a NRTL. RETC requests the addition of one recognized testing standard and one recognized testing site to the NRTL scope of recognition.
OSHA's recognition of a NRTL signifies that the organization meets the requirements specified in 29 CFR 1910.7. Recognition is an acknowledgment that the organization can perform independent safety testing and certification of the specific products covered within the scope of recognition. Each NRTL's scope of recognition includes: (1) the type of products the NRTL may test, with each type specified by the applicable test standard; and (2) the recognized site(s) that has/have the technical capability to perform the product-testing and product-certification activities for test standards within the NRTL's scope. Recognition is not a delegation or grant of government authority; however, recognition enables employers to use products approved by the NRTL to meet OSHA standards that require product testing and certification.
The agency processes applications by a NRTL for initial recognition and for an expansion or renewal of this recognition, following requirements in Appendix A to 29 CFR 1910.7. This appendix requires that the agency publish two notices in the
RETC initially received OSHA recognition as a NRTL in a
OSHA is now referring to this NRTL as “RETC, LLC,” in this and future
When OSHA granted PTL's renewal of recognition on March 29, 2021 (86 FR 16394), OSHA required that PTL abide by the following conditions in addition to those conditions already required by 29 CFR 1910.7:
1. PTL must inform OSHA as soon as possible, in writing, of any change of ownership, facilities, or key personnel, and of any major change in their operations as a NRTL, and provide details of the change(s);
2. PTL must agree to increased OSHA oversight of their operations including:
(a) More frequent on-site assessments of PTL facilities; and
(b) PTL shall continue to provide OSHA with written notification of any new or revised NRTL certificates that it issues, within 7 calendar days of issuing the certification. This notification shall include:
(i) Name and address of the applicant;
(ii) Model number(s) for the certified products;
(iii) PTL Certification number;
(iv) PTL Project number;
(v) Name(s) of PTL staff involved with the project; and
(vi) Location where the product evaluation and testing took place.
3. Upon request, PTL must provide copies of the test data, certification report and other related information for new or revised certifications to OSHA.
4. PTL must meet all the terms of their recognition and comply with all OSHA policies pertaining to this recognition; and
5. PTL must continue to meet the requirements for recognition, including all previously published conditions on PTL's scope of recognition, in all areas for which it has recognition.
These conditions continue to remain in place with respect to OSHA's recognition of RETC. RETC's scope of recognition currently includes one recognized site located at 1107 West Fairmont Drive, Tempe, Arizona 85282, which also currently functions as its headquarters.
RETC submitted an application to OSHA for expansion of this NRTL's scope of recognition. The application, dated November 22, 2024 (OSHA-2010-0013-0012), requested the expansion of the NRTL scope of recognition to include one additional testing site located at: 46457 Landing Pkwy., Fremont, CA 94538.
Table 1, below, lists the appropriate test standard found in RETC's application for expansion for testing and certification of products under the NRTL Program.
RETC submitted an acceptable application for expansion of the scope of recognition. OSHA's review of the application files and pertinent documentation indicates that RETC has met the requirements prescribed by 29 CFR 1910.7 for expanding the recognition to include the addition of one proposed test site and the test standards for NRTL testing and certification listed in Table 1. This preliminary finding does not constitute an interim or temporary approval of RETC's application.
OSHA seeks comment on this preliminary determination.
OSHA welcomes public comment as to whether RETC meets the requirements of 29 CFR 1910.7 for expansion of recognition as a NRTL. Comments should consist of pertinent written documents and exhibits.
Commenters needing more time to comment must submit a request in writing, stating the reasons for the request by the due date for comments. OSHA will limit any extension to 10 days unless the requester justifies a longer time period. OSHA may deny a request for an extension if it is not adequately justified.
To review copies of the exhibits identified in this notice, as well as comments submitted to the docket, contact the Docket Office, Occupational Safety and Health Administration, U.S. Department of Labor. These materials also are generally available online at
OSHA staff will review all comments to the docket submitted in a timely manner. After addressing the issues raised by these comments, staff will make a recommendation to the Assistant Secretary of Labor for Occupational Safety and Health on whether to grant RETC's application for expansion of the scope of recognition. The Assistant Secretary will make the final decision on granting the application. In making this decision, the Assistant Secretary may undertake other proceedings prescribed in Appendix A to 29 CFR 1910.7.
OSHA will publish a public notice of the final decision in the
Amanda Laihow, Principal Deputy Assistant Secretary of Labor for Occupational Safety and Health, 200 Constitution Avenue NW, Washington, DC 20210, authorized the preparation of this notice. Accordingly, the agency is issuing this notice pursuant to 29 U.S.C. 657(g)(2), Secretary of Labor's Order No. 7-2025 (90 FR 27878; June 30, 2025), and 29 CFR 1910.7.
Wage and Hour Division, Department of Labor.
Notice and request for comments.
The Department of Labor (Department) is soliciting comments concerning a proposed extension of the information collection request (ICR) titled “Disclosures to Workers Under the Migrant and Seasonal Agricultural Worker Protection Act.” This comment request is part of continuing Departmental efforts to reduce paperwork and respondent burden in accordance with the Paperwork Reduction Act of 1995 (PRA). The Department proposes to extend the approval of this existing information collection without change to the
Written comments must be submitted to the office listed in the
You may submit comments identified by Control Number 1235-0002, by either one of the following methods:
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Daniel Navarrete, Division of Regulations, Legislation, and Interpretation, Wage and Hour Division, U.S. Department of Labor, Room S-3502, 200 Constitution Avenue NW, Washington, DC 20210; telephone: (202) 693-0406 (this is not a toll-free number). Alternative formats are available upon request by calling 1-866-487-9243. If you are deaf, hard of hearing, or have a speech disability, please dial 7-1-1 to access telecommunications relay services.
The Migrant and Seasonal Agricultural Worker Protection Act (MSPA or Act) safeguards migrant and seasonal agricultural workers in their interactions with Farm Labor Contractors, Agricultural Employers, and Agricultural Associations, and providers of migrant farm worker housing.
MSPA sections 201(g) and 301(f) require respondents to provide such information in English or, as necessary and reasonable, in a language common to the workers and that the U.S. Department of Labor (Department) make forms available to provide such information. The Department makes optional-use form WH-516 (“Worker Information—Terms and Conditions of Employment”) available for these purposes.
MSPA sections 201(d) and 301(c) and the Act's implementing regulations at 29 CFR 500.80(a) require each FLC, AGER, and AGA that employs a migrant or seasonal worker to make, keep, and preserve records for 3 years for each such worker concerning the (1) basis on which wages are paid; (2) number of piece work units earned, if paid on a piece work basis; (3) number of hours worked; (4) total pay period earnings; (5) specific sums withheld and the purpose of each sum withheld; (6) net pay. Respondents are also required to provide an itemized written statement of this information to each migrant and seasonal agricultural worker each pay period.
Section 201(c) of the Act requires all FLCs, AGERs, and AGAs providing housing to a migrant agricultural worker to post in a conspicuous place at the site of the housing, or present to the migrant worker, a written statement of any housing occupancy terms and conditions.
MSPA section 201(c) and implementing regulation at 29 CFR 500.75(f)-(g), require each FLC, AGER, and AGA that provides housing for any migrant agricultural worker shall post in a conspicuous place at the site of the housing or present in the form of a written statement to the worker the following information on the terms and conditions of occupancy of such housing, if any: (1) The name and address of the farm labor contractor, agricultural employer or agricultural association providing the housing; (2) The name and address of the individual in charge of the housing; (3) The mailing address and phone number where persons living in the housing facility may be reached; (4) Who may live at the housing facility; (5) The charges to be made for housing; (6) The meals to be provided and the charges to be made for them; (7) The charges for utilities; and (8) Any other charges or conditions of occupancy.
The Department of Labor is particularly interested in comments that:
• Evaluate whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility;
• Enhance the quality, utility, and clarity of the information to be collected;
• Evaluate the accuracy of the agency's estimate of the burden of the proposed collection of information, including the validity of the methodology and assumptions used;
• Minimize the burden of the collection of information on those who are to respond, including through the use of appropriate automated, electronic, mechanical, or other technological collection techniques or other forms of information technology,
The Department of Labor seeks an approval for the extension of this information collection in order to
National Credit Union Administration (NCUA).
Notice of submission to the Office of Management and Budget.
As required by the Paperwork Reduction Act of 1995, The National Credit Union Administration (NCUA) is submitting the following extensions and revisions of currently approved collections to the Office of Management and Budget (OMB) for renewal.
Written comments should be received on or before October 21, 2026 to be assured consideration.
Written comments and recommendations for the proposed information collection should be sent within 30 days of publication of this notice to
Copies of the submission may be obtained by contacting Dacia Rogers at (703) 518-6547, emailing
By the National Credit Union Administration Board.
National Mediation Board.
Notice.
The National Mediation Board (NMB) invites comments on the proposed information collection request as required by the Paperwork Reduction Act of 1995. The NMB is seeking the reinstatement, with non-substantive change, of a previously approved collection of information, entitled “Application for Mediation Services.” The change to the information collection is a non-substantive one related to the change in the agency's Washington, DC headquarters address, which was effective August 1, 2026. This notice allows for 60 days for public comments.
Comments are due by November 20, 2026.
Requests for copies of the proposed information collection request should be directed by email (the preferred method) to NMB Program Management Specialist Keaira Butler at
Comments on the proposed information collection request should be directed by email (the preferred method) to NMB Counsel John Gross at
John Gross, Counsel, National Mediation Board, National Mediation Board, Office of Legal Affairs, P.O. Box 23300, Washington, DC 20026; telephone number: 202-815-1647; email address:
Section 3506 of the Paperwork Reduction Act of
Currently, the NMB is soliciting comments concerning the proposed reinstatement, with non-substantive change, of a previously approved collection of information, entitled “Application for Mediation Services,” and is interested in public comment addressing the following issues: (1) Is this collection necessary to the proper functions of the agency; (2) will this information be processed and used in a timely manner; (3) is the estimate of burden accurate; (4) how might the agency enhance the quality, utility, and clarity of the information to be collected; and (5) how might the agency minimize the burden of this collection on the respondents, including through the use of information technology.
1.
2. The reinstatement of this form is necessary considering the information provided by the parties is used by the NMB to structure a mediation process that will be productive to the parties and result in a settlement, hopefully, without resort to a strike or lockout. The NMB has been very successful in resolving labor disputes in the railroad and airline industries. Historically, approximately 97 percent of all NMB mediation cases have been successfully resolved without interruption to public transportation services. This success ratio would possibly be reduced if the NMB was unable to collect the brief information it does on the Application for Mediation Services.
3. There is no improved technological method for obtaining this information. The burden on the parties is minimal in completing the one-page Application for Mediation Services.
4. There is no duplication in obtaining this information. The information sought in the Application for Mediation Services constantly changes and is known at any given time only to the labor and management parties involved. Thus, there is no similar information available elsewhere.
5. This collection does not impact small businesses or other small entities.
6. Although the Application for Mediation Services is required by 29 CFR 1203.1, parties determine when to submit the applications. The NMB has no ability to control the frequency of applications or the technical or legal obstacles, which would reduce the burden.
7. The information requested by the NMB is consistent with the general information collection guidelines of 5 CFR 1320.6 and 5 CFR 1320.8(b)(3). The NMB has no ability to control the data provided or timing of the invocation. The burden on the parties is minimal in completing the Application for Mediation Services.
8. No payments or gifts have been provided by the NMB to any respondents of the form.
9. There are no questions of a sensitive nature on the form.
10. The total time burden on respondents is 6.25 hours annually—this is the time required to collect information. After consulting with a sample of people involved with the collection of this information, the time to complete this information collection is estimated to average 15 minutes per response, including gathering the data needed and completion and review of the information.
11. The total collection and mail cost burden on respondents is estimated at $205.60 annually ($201.50 time cost burden + $4.10 mail cost burden).
a. The respondents will not incur any capital costs or start up costs for this collection.
b. Cost burden on respondents—detail:
The total time burden annual cost is $201.50.
Staff cost = $201.50.
$32.24 per hour—based on mid level clerical salary.
$32.24 × 6.25 hours per year = $201.50.
We are estimating that a mid-level clerical person, with an average salary of $32.24 per hour, will be completing the Application for Mediation Services form. The total burden is estimated at 6.25 hours, therefore, the total time burden cost is estimated at $201.50 per year.
The total annual mailing cost to respondents is $4.10.
Number of applications mailed by
The collection of this information is not mandatory; it is a voluntary request from carrier and union officials and airline and railroad carrier employees seeking to invoke mediation services. The NMB will send the form to the carriers and labor organizations upon request. The form is also available on the internet at
12. The total annualized Federal cost is $340.00. This cost represents the processing cost of the applications once they are received by the NMB. There are no printing and mailing costs. (The NMB has not received any requests to print and mail a form for a number of years.) The completed applications are maintained by the Office of Mediation Services.
a. Processing Cost = $340.00.
Staff Cost = $340.00.
$.68 per minute (GS 11 Step 1 base hourly rate of $40.94 per hr. ÷ 60).
$.68 × 20 minutes per application = $13.60.
$13.60 × 25 times per year = $340.00.
13. Item 13—no change in annual reporting and recordkeeping hour burden.
14. The information collected by the application will not be published.
15. The NMB will display the OMB expiration date on the form.
16(a)—the form does not reduce the burden on small entities; however, the burden is minimized and voluntary.
16(b)—the form does not indicate the retention period for record keeping requirements.
16(c)—not applicable, the form is not part of a statistical survey.
National Mediation Board.
Notice.
The National Mediation Board (NMB) invites comments on the proposed information collection request as required by the Paperwork Reduction Act of 1995. The NMB is seeking the reinstatement, with non-substantive change, of a previously approved collection of information, entitled “Application for ADR Services.” The change to the information collection is a non-substantive one related to the change in the agency's Washington, DC headquarters address, which was effective August 1, 2026. This notice allows for 60 days for public comments.
Comments are due by November 20, 2026.
Requests for copies of the proposed information collection request should be directed by email (the preferred method) to NMB Program Management Specialist Keaira Butler at
Comments on the proposed information collection request should be directed by email (the preferred method) to NMB Counsel John Gross at
John Gross, Counsel, National Mediation Board, Office of Legal Affairs, P.O. Box 23300, Washington, DC 20026; telephone number: 202-815-1647; email address:
Section 3506 of the Paperwork Reduction Act of 1995 (U.S.C. Chapter 35) requires that the Office of Management and Budget (OMB) provide interested Federal agencies and the public an early opportunity to comment on information collection requests. OMB may amend or waive the requirement for public consultation to the extent that public participation in the approval process would defeat the purpose of the information collection, violate State or Federal law, or substantially interfere with any agency's ability to perform its statutory obligations. The NMB publishes that notice containing proposed information collection requests prior to submission of these requests to OMB. Each proposed information collection contains the following: (1) Type of review requested,
Currently, the NMB is soliciting comments concerning the proposed reinstatement, with non-substantive change, of a previously approved collection of information, entitled “Application for ADR Services,” and is interested in public comment addressing the following issues: (1) Is this collection necessary to the proper functions of the agency; (2) will this information be processed and used in a timely manner; (3) is the estimate of burden accurate; (4) how might the agency enhance the quality, utility, and clarity of the information to be collected; and (5) how might the agency minimize the burden of this collection on the respondents, including through the use of information technology.
1.
2. This collection is necessary to confirm the voluntary participation of the parties in the ADR process. The information provided by the parties is used by the NMB to schedule the parties for ADR training and facilitation. Based on a recent survey of those who participated in the NMB's ADR Programs, 94.6% said they were satisfied with the ADR programs and would recommend the program for all negotiators. Collecting the brief information on the Application for ADR Services form allows the parties to voluntarily engage the services of the NMB in the orderly settlement of all disputes and fulfill the purposes of the RLA.
3. There is no improved technological method for obtaining this information. The burden on the parties is minimal in completing the one-page Application for ADR Services.
4. There is no duplication in obtaining this information and the information does not exist elsewhere.
5. This collection does not impact small businesses or other small entities.
6. The collection of this information is voluntary and occurs when the labor and management parties determine that training is desired or required. The NMB has no ability to control the frequency of applications, because the submission is voluntary. There are no technical or legal obstacles involved with this collection.
7. The information requested by the NMB is consistent with the general information collection guidelines of 5 CFR 1320.6 and 5 CFR 1320.8 (b) (3). The burden on the parties is minimal in completing the Application for ADR Services. We do not require submission of more than one copy of any document, nor do we require submission of any confidential information.
8. No payments or gifts have been provided by the NMB to any respondents of the form.
9. There are no questions of a sensitive nature on the form.
10. The total time burden on respondents is 5.0 hours annually. This includes the time required to collect information. After consulting with a sample of people involved with the collection of this information, the time to complete this information collection is estimated to average 12 minutes per response, including gathering the data needed and completion and review of the information.
11. The total collection cost burden on respondents is estimated at $161.20 annually. There is no mail cost burden—the forms are usually emailed (not mailed) to the NMB for processing.
a. The respondents will not incur any capital costs or start up costs for this collection.
b. Cost burden on respondents—detail:
The total time burden annual cost is $161.20.
Staff cost = $161.20.
$32.24 per hour—based on mid level clerical salary.
$32.24 × 5.0 hours per year = $161.20.
We are estimating that a mid-level clerical person, with an average salary of $32.24 per hour, will be completing the Application for ADR Services form. The total burden is estimated at 5.0 hours, therefore, the total time burden cost is estimated at $161.20 per year.
The collection of this information is not mandatory; it is a voluntary request from airline and railroad carrier officials and union officials seeking to participate in the NMB's ADR training and facilitation processes. The NMB will send the form to the carriers and labor organizations upon request. The form is available on the internet at
12. The total annualized Federal cost is $1,020.00. This cost represents the processing cost of the applications once they are received by the NMB. There are no printing or mailing costs. The forms are available on the NMB's website, and registrants print them and email them to us. The completed applications are maintained by the Office of Mediation Services.
a. Processing Cost = $1,020.00.
Staff Cost = $1,020.00.
$.68 per minute (GS 11 Step 1 base hourly rate of $40.94 per hr. ÷ 60).
$.68 × 60 minutes per application = $40.80.
$40.80 × 25 times per year = $1,020.00.
13. Item 13—no change in annual reporting and recordkeeping hour burden.
14. The information collected by the application will not be published.
15. The NMB will display the OMB expiration date on the form.
16(a)—the form does not reduce the burden on small entities; however, the burden is minimized and voluntary.
16(b)—the form does not indicate the retention period for record keeping requirements.
16(c)—not applicable, the form is not part of a statistical survey.
Nuclear Regulatory Commission.
Draft guidance; request for comment.
The U.S. Nuclear Regulatory Commission (NRC) is soliciting public comment on its draft Interim Staff Guidance (ISG), “Material Compatibility for non-Light-Water Reactors, DANU-ISG-2023-01, Revision 1.” The purpose of this draft ISG is to assist the NRC staff in reviewing certain applications for non-light water reactor designs, including power and non-power reactors. This ISG has been updated to include an appendix to describe information the NRC staff generally have used to perform the review of materials of construction and passive structures, systems, and components (SSCs) performance for non-light water reactors (non-LWRs), as well as limited updates to technical information in the main body. It has also been updated to make it applicable to certain additional NRC regulations.
Submit comments by November 5, 2026. Comments received after this date will be considered if it is practical to do so, but the Commission is able to ensure consideration only for comments received on or before this date.
You may submit comments by any of the following methods:
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For additional direction on obtaining information and submitting comments, see “Obtaining Information and Submitting Comments” in the
Matthew Hiser, telephone: 301-415-2454; email:
Please refer to Docket ID NRC-2022-0215 when contacting the NRC about the availability of information for this action. You may obtain publicly available information related to this action by any of the following methods:
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The NRC encourages electronic comment submission through the Federal rulemaking website (
The NRC cautions you not to include identifying or contact information that you do not want to be publicly disclosed in your comment submission. The NRC will post all comment submissions at
If you are requesting or aggregating comments from other persons for submission to the NRC, then you should inform those persons not to include identifying or contact information that they do not want to be publicly disclosed in their comment submission. Your request should state that the NRC does not routinely edit comment submissions to remove such information before making the comment submissions available to the public or entering the comment into ADAMS.
As part of its review of advanced non-light water reactor applications, the NRC staff evaluates materials performance to ensure passive components fulfill design requirements for the design life, and that adequate surveillance and monitoring programs are in place. NRC regulations in parts 50, 52, and 53 of title 10 of the
This revision to DANU-ISG-2023-01 adds an appendix providing risk-informed guidance on information related to materials performance that applicants should include in various applications. It also updates miscellaneous information and extends the ISG's applicability to applications under 10 CFR part 53.
The purpose of this draft ISG, “Material Compatibility for non-Light-Water Reactors, DANU-ISG-2023-01, Revision 1” (ADAMS Accession No. ML26155A114), is to aid the NRC staff reviewing non-light water reactor applications for permits, licenses, certifications, and approvals under 10 CFR parts 50, 52 and 53. III-5 and other codes and standards used for the design and construction of mechanical components specify the mechanical properties and allowable stresses for design of components in high temperature reactors. Because III-5 and other design and construction codes and standards do not provide methods to evaluate deterioration that may occur in service as a result of corrosion, mass transfer phenomena, radiation effects, or other material instabilities, this draft ISG revision identifies information that the staff should consider as part of its evaluation of a non-light water reactor application with respect to applicable design requirements including materials performance, environmental compatibility, and performance monitoring programs for safety-significant SSCs.
This revision of DANU-ISG-2023-01 adds an appendix to provide guidance related to information the NRC staff generally have used to perform the review of materials of construction and passive SSC performance for non-LWRs. This appendix provides guidance across key application content areas for materials performance, including description of the design and operating environment as well as performance evaluation and monitoring. Description of the design and operating environment includes identification of materials of construction, identification of
In addition to adding the appendix, this revision also makes the ISG applicable to applications under 10 CFR part 53 and makes other miscellaneous changes to the ISG.
For the Nuclear Regulatory Commission.
Postal Regulatory Commission.
Notice.
The Commission is noticing a recent Postal Service filing for the Commission's consideration concerning a negotiated service agreement. This notice informs the public of the filing, invites public comment, and takes other administrative steps.
Submit comments electronically via the Commission's Filing Online system at
David A. Trissell, General Counsel, at 202-789-6820.
Pursuant to 39 CFR 3041.405, the Commission gives notice that the Postal Service filed request(s) for the Commission to consider matters related to Competitive negotiated service agreement(s). The request(s) may propose the addition of a negotiated service agreement from the Competitive product list or the modification of an existing product currently appearing on the Competitive product list.
The public portions of the Postal Service's request(s) can be accessed via the Commission's website (
Section II identifies the docket number(s) associated with each Postal Service request, if any, that will be reviewed in a public proceeding as defined by 39 CFR 3010.101(p), the title of each such request, the request's acceptance date, and the authority cited by the Postal Service for each request. For each such request, the Commission appoints an officer of the Commission to represent the interests of the general public in the proceeding, pursuant to 39 U.S.C. 505 and 39 CFR 3000.114 (Public Representative). The Public Representative does not represent any individual person, entity or particular point of view, and, when Commission attorneys are appointed, no attorney-client relationship is established. Section II also establishes comment deadline(s) pertaining to each such request.
The Commission invites comments on whether the Postal Service's request(s) identified in Section II, if any, are consistent with the policies of title 39. Applicable statutory and regulatory requirements include 39 U.S.C. 3632, 39 U.S.C. 3633, 39 U.S.C. 3642, 39 CFR part 3035, and 39 CFR part 3041. Comment deadline(s) for each such request, if any, appear in Section II.
Section III identifies the docket number(s) associated with each Postal Service request, if any, to add a standardized distinct product to the Competitive product list or to amend a standardized distinct product, the title of each such request, the request's acceptance date, and the authority cited by the Postal Service for each request. Standardized distinct products are negotiated service agreements that are variations of one or more Competitive products, and for which financial models, minimum rates, and classification criteria have undergone advance Commission review.
1.
1.
This Notice will be published in the
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),
The Exchange proposes to amend the Exchange's rules at Equity 1 and Equity 4 to align them with those of The Nasdaq Stock Market LLC (“Nasdaq”), to enable the Exchange to become a primary listing venue.
The text of the proposed rule change is available on the Exchange's website at
In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements.
The purpose of the proposed rule change is to amend the Exchange's rulebook at Equity 1 and Equity 4 to more closely align them to those of Nasdaq, to prepare the Exchange to become a primary listing venue at some point during the second quarter of 2027.
In connection with its transition from “Nasdaq BX, Inc.” to “Nasdaq Texas, LLC,” the Exchange adopted new initial and continued listing standards for equity securities that are substantially similar to those of the Nasdaq Global Market at Nasdaq.
The Exchange proposes to amend the definition of “Market Hours” in Equity 1, Section 1(a)(13). While the Exchange will retain its current market hours and trading sessions, it proposes to amend the definition of “Market Hours” to add “Regular Market Hours” and “Regular Trading Hours” as synonyms for “Market Hours.” The proposed amendments also add definitions for “Pre-Market Session” and “Post-Market Session,” which define those terms by reference to the existing definitions of “Pre-Market Hours” and “Post-Market Hours,” respectively. These changes serve to align these terms with the corresponding Nasdaq terms.
The Exchange proposes to add a new definition for “Exchange-Traded Product” in Equity 1, Section 1(a)(19), which defines the term by reference to securities listed on Nasdaq Texas pursuant to the Rule 5700 Series (including Rules 5703, 5704, 5705, 5710, 5711, 5713, 5715, 5720, 5735, 5745, 5750, and 5760). The proposed definition is substantially similar to the corresponding Nasdaq definition.
The Exchange proposes to add a new definition for “Business Day” in Equity 1, Section 1(a)(20), which defines the term as any weekday that is not a U.S. holiday. The proposed definition is substantially similar to the corresponding Nasdaq definition.
The Exchange proposes to replace the existing Rule 4120 in its entirety. The current Rule 4120 contains provisions for regulatory halts and operational halts that were adopted when the Exchange operated solely as an unlisted trading privileges market. The proposed rule replaces this framework with a comprehensive set of trading halt provisions that are substantially similar to Nasdaq Equity 4, Rule 4120 and that will enable the Exchange to function as a primary listing market. The proposed rule is organized into three sections:
Section (a) (Authority to Initiate Trading Halts or Pauses) establishes the Exchange's authority to initiate trading halts or pauses in various circumstances, including: halting Nasdaq Texas-listed securities to permit the dissemination of material news; halting securities listed on other exchanges when such exchanges impose halts; halting for operational reasons; halting American Depository Receipts when the underlying security is halted on a foreign exchange; halting when the Exchange requests information from an issuer; halting due to extraordinary market activity; halting securities that are the subject of an Initial Public Offering; halting index warrants; halting derivative securities products when required values are not disseminated; imposing trading pauses for non-LULD securities; the Limit Up-Limit Down mechanism; halting equity investment tracking stocks and subscription receipts; halting for reverse stock splits; and Initial ETP Opens.
Section (b) (Trading Halts for Trading of Certain Derivative Securities Products on Nasdaq Texas Pursuant to Unlisted Trading Privileges) establishes rules for halting trading in derivative securities products traded on the Exchange pursuant to unlisted trading privileges, including provisions for halts during Pre-Market Hours, Regular Market Hours, and Post-Market Hours when required values are not calculated or widely disseminated.
Section (c) (Procedure for Initiating and Terminating a Trading Halt) establishes the procedures for initiating and terminating trading halts, including: requirements for issuers to notify the Exchange of material news; the process for evaluating information and determining whether a halt is appropriate; the process for commencing and terminating halts through notices posted on the Exchange's website; the halt cross process for re-opening securities after trading halts; the IPO halt cross process; the process for initial pricing of securities not previously listed on a national securities exchange; trading pause re-opening procedures; and the Initial ETP Open process.
The Exchange proposes to amend Rule 4121 to add re-opening procedures following market-wide circuit breaker (“MWCB”) halts, including auction reference prices and MWCB auction collar procedures that are substantially similar to those in Nasdaq Equity 4, Rule 4121. The proposed amendments also update the cross-reference in subsection (c)(i) to direct re-opening of trading following a Level 1 or 2 trading halt to the new MWCB-specific re-opening procedures in Rule 4121(d), rather than the general procedures in Rule 4120, add provisions for publishing halt auction information, and re-letter certain existing subsections.
The Exchange proposes to adopt new Rule 4370, which is substantially similar to Nasdaq Equity 4, Rule 4370, to establish additional requirements for securities listed on the Exchange that are issued by the Exchange or its affiliates (“Affiliate Securities”). The rule requires the Exchange to provide quarterly reports to its Regulatory Oversight Committee regarding compliance with listing requirements and trading of Affiliate Securities, engage an independent accounting firm annually to review compliance, and report any non-compliance to the Commission.
The Exchange proposes to amend Rule 4702 to add order types necessary for the operation of the Nasdaq Texas Opening Cross and Nasdaq Texas Closing Cross, including: Market On Open Orders (“MOO”), Limit On Open Orders (“LOO”), Opening Imbalance Only Orders (“OIO”), Market On Close Orders (“MOC”), Limit On Close Orders (“LOC”), and Imbalance Only Orders (“IO”). These order types are substantially similar to the corresponding order types in Nasdaq Equity 4, Rule 4702.
The Exchange proposes to replace the current Rule 4752 with a comprehensive opening process that includes the Nasdaq Texas Opening Cross. The current rule provides a simple process for trading prior to normal market hours and establishing an official opening price. The proposed rule adds detailed definitions, pre-market trading procedures, the Nasdaq Texas Opening Cross process (including Order Imbalance Indicators, reference prices, and cross price determination), and priority rules for executing orders in the cross. The proposed rule is substantially similar to Nasdaq Equity 4, Rule 4752.
The Exchange proposes to adopt new Rule 4753 for the Nasdaq Texas Halt Cross, which establishes the process for determining the price at which eligible interest shall be executed at the re-opening of trading for a halted security. The proposed rule includes definitions, Order Imbalance Indicators, cross price determination, and priority rules. The proposed rule is substantially similar to Nasdaq Equity 4, Rule 4753.
The Exchange proposes to adopt new Rule 4754 for the Nasdaq Texas Closing Cross, which establishes the process for determining the price at which orders shall be executed at the close and for executing those orders. The proposed rule includes definitions, the closing cross process, the LULD Closing Cross following Limit-Up-Limit-Down Trading Pauses, the Hybrid Closing Cross following certain trading halts, contingency procedures, and auxiliary procedures. The proposed rule is substantially similar to Nasdaq Equity 4, Rule 4754.
The Exchange proposes to amend Rule 4763 to add a new subsection (c) (Determination of Trigger Price) that establishes procedures for the Exchange, as a listing market, to determine whether a transaction in a covered security has occurred at a Trigger Price and to immediately notify the single plan processor. The proposed amendments also add new paragraphs (d)(1) and (d)(2) (within the re-lettered “Duration of Short Sale Price Test” subsection) to allow the Exchange to lift the Short Sale Price Test before the Short Sale Period ends in cases involving clearly erroneous executions or incorrect prior day closing prices, and add a new paragraph (e)(2) (within the re-lettered “Re-pricing of Orders during Short Sale Period” subsection) to address the treatment of Limit-on-Open, Market-on-Open, Limit-on-Close, and Market-on-Close orders during the Short Sale Period. The proposed amendments also re-letter subsequent subsections and make conforming numbering changes. The proposed amendments are substantially similar to the corresponding provisions of Nasdaq Equity 4, Rule 4763.
The Exchange believes that its proposal is consistent with Section 6(b) of the Act,
The Exchange believes that the proposed rules will remove impediments to, and perfect the mechanism of, a free and open market and a national market system by aligning the Exchange's rules at Equity 1 and Equity 4 with the substantially similar rules of Nasdaq, thereby enabling the Exchange to operate as a primary listing venue. The proposed rules are substantially similar to the rules of Nasdaq, which have been approved by the Commission. The Commission has previously found that Nasdaq's rules are consistent with the Act.
By adopting trading halt rules, opening and closing cross procedures, halt cross procedures, and related order types that are substantially similar to those of Nasdaq, the proposed rule change will equip the Exchange with the trading infrastructure necessary to serve as a primary listing market and to protect investors and the public interest in connection with the listing and trading of securities on the Exchange. The proposed trading halt rules will provide the Exchange with authority to halt trading in listed securities for material news dissemination, extraordinary market activity, and other circumstances in which such halts are necessary to protect investors and the public interest, consistent with the halting authority exercised by Nasdaq and other primary listing markets. The proposed opening and closing cross procedures will establish price discovery mechanisms that are designed to promote fair and orderly markets and efficient price formation at the open and close of trading. The proposed halt cross procedures will establish re-opening mechanisms following trading halts that are designed to ensure fair and orderly markets and to protect investors.
The proposed rule change also adds order types necessary for the operation of the opening and closing crosses, which will provide market participants with the ability to participate in these price-setting events. These order types
The proposed new definitions for “Exchange-Traded Product” and “Business Day” in Equity 1, Section 1(a)(19) and (a)(20) will improve the clarity and transparency of Exchange rules by adding defined terms that are used throughout the Exchange's rules.
The proposed Rule 4370 will protect investors and the public interest by establishing additional oversight requirements for securities listed on the Exchange that are issued by the Exchange or its affiliates, including quarterly reporting to the Regulatory Oversight Committee, annual independent accounting firm review, and Commission notification requirements.
The proposed amendments to Rule 4763 will protect investors and the public interest by establishing procedures for the Exchange, as a listing market, to determine trigger prices under Regulation SHO's short sale price test, which is a function performed by primary listing markets.
The proposed amendments to Rule 4121 will protect investors and the public interest by establishing re-opening procedures for market-wide circuit breaker halts that are substantially similar to those of Nasdaq, ensuring fair and orderly re-opening of trading following market-wide circuit breaker events.
By basing the proposed rules on the rules of the Exchange's affiliate, Nasdaq, the proposed rule change will promote continuity across affiliated exchanges and will ensure that market participants encounter substantially similar rules and trading procedures across both exchanges.
The Exchange does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule change will align the Exchange's rules at Equity 1 and Equity 4 with the substantially similar rules of Nasdaq, to prepare the Exchange to become a primary listing venue. The proposed rules will apply equally to all Participants of the Exchange. Further, the proposed rule change will allow the Exchange to operate under trading rules that are substantially similar to those of Nasdaq and other primary listing markets, enabling the Exchange to compete with those markets for listings. The Exchange believes that the proposed rules will promote competition among national securities exchanges by providing issuers with an additional venue for listing their securities on an exchange with trading rules that are consistent with those of other primary listing markets.
No written comments were either solicited or received.
Because the foregoing proposed rule change does not: (i) significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A)(iii) of the Act
At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved.
Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods:
• Use the Commission's internet comment form (
• Send an email to
• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
On July 24, 2026, the Options Clearing Corporation (“OCC”), filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Exchange Act”)
OCC is a central counterparty (“CCP”), which means that, as part of its function as a clearing agency, it interposes itself as the buyer to every seller and seller to every buyer for certain financial transactions. As the CCP for the listed options markets in the United States,
One of the ways OCC manages liquidity risk is through the collection of cash collateral from its Clearing Members. Although OCC allows Clearing Members to contribute margin in different forms, OCC may require each Clearing Member to post some amount of margin collateral in cash. Similarly, OCC requires each Clearing Member to contribute cash to meet a portion its Clearing Fund requirement. As permitted under its current rules, OCC maintains an interest-bearing FRB account which it uses to hold Clearing Fund cash. OCC holds some Clearing Member cash margin in its FRB account, but OCC cannot hold securities customer cash margin in its FRB account under OCC's current rules. OCC manages securities customer cash through its commercial bank relationships. According to OCC, Clearing Member cash margin deposits averaged $2.5 billion during the year prior to filing, which OCC describes as a small amount compared to the total amount of margined assets, including valued securities and government securities.
Currently OCC passes on earned interest from its cash Clearing Fund deposits to Clearing Members, minus a 5-basis point fee. OCC has observed that since it began paying interest on Clearing Fund cash, some Clearing Members deposit more Clearing Fund cash than is required under OCC's Rules.
OCC initially stated that it would establish a subaccount at the FRB under the master account to separately account for customer margin.
OCC proposes to amend Rule 604B to require that it pay interest to Clearing Members on all margin cash, with the exception of cash held in cross margin, or X-M, accounts.
Under the Proposed Rule Change, OCC would also change its approach to paying interest on Clearing Fund cash deposits. OCC Rule 1002(c)(1) currently states that Clearing Fund deposits at an FRB accrue to the benefit of Clearing Members. OCC proposes to replace this provision of Rule 1002(c)(1) with new Rule 1002(c)(2) requiring OCC to pay the IORB, less the administrative fee, on all Clearing Fund cash deposits without reference to where such Clearing Fund cash is deposited.
OCC also proposes to make conforming changes to its Cash and Investment Management Policy (“CIMP”). Specifically, OCC proposes to replace language indicating that interest earned on Clearing Fund cash deposits at an FRB would accrue to the benefit of Clearing Members with language requiring OCC to pay interest to Clearing Members on all and margin cash deposits other than cash in X-M accounts.
OCC proposes to amend its rules to all the depositing of securities customer cash margin in its FRB account. Specifically, OCC proposes to broaden Rule 604B(b)(2)(B)(iii), which current allows OCC to deposit non-customer margin assets at an FRB account, to allow OCC to deposit margin assets generally at an FRB account. OCC also proposes amending Interpretation & Policy (I&P) .04 associated with Rule 1002 in much the same way, by
OCC's account agreement for its FRB account provides the FRB with a lien on deposits to the extent of any unpaid fees.
Specifically, OCC's Proposed Rule Change authorizes it to charge a 10-basis point cash management fee that can be used to pay the monthly service fee.
Finally, OCC proposes to make certain categorization changes, by moving paragraphs (i) and (j) from Rule 1006 to Rule 1002, which specifically deals with Clearing Fund contributions. The former paragraph concerns an acknowledgement by Clearing Members that OCC maintains a lien on all assets, including cash, contributed to the Clearing Fund, while the latter concerns OCC's role as a securities intermediary for securities deposited by Clearing Members in the Clearing Fund.
Section 19(b)(2)(C) of the Exchange Act requires the Commission to approve a proposed rule change of a self-regulatory organization if it finds that the proposed rule change is consistent with the requirements of the Exchange Act and the rules and regulations thereunder applicable to the organization.
The description of a proposed rule change, its purpose and operation, its effect, and a legal analysis of its consistency with applicable requirements, must all be sufficiently detailed and specific to support an affirmative Commission finding,
After carefully considering the Proposed Rule Change, the Commission finds that the Proposed Rule Change is consistent with the requirements of the Exchange Act and the rules and regulations thereunder applicable to OCC. More specifically, for the reasons given below, the Commission finds that the Proposed Rule Change is consistent with Section 17A(b)(3)(F) of the Exchange Act,
Section 17A(b)(3)(F) of the Exchange Act requires, among other things, that the rules of OCC be designed to promote the prompt and accurate clearance and settlement of securities transactions and, to the extent applicable, derivative agreements, contracts, and transactions and to assure the safeguarding of securities and funds which are in the custody or control of OCC or for which it is responsible.
OCC is the sole registered clearing agency for the U.S. listed options markets. As described above, one purpose of the proposed changes is to incentivize Clearing Members to meet a larger portion of their collateral requirements in cash. An increase in the amount of collateral provided in cash, as opposed to other permissible forms, would increase the likelihood that OCC would be able to meet its payment obligations when due by removing the potential delays that come with other qualifying liquid resources, such as prearranged funding arrangements. Increasing the likelihood that OCC would be able to meet its payment obligations would increase the likelihood that OCC could promptly and accurately clear transactions in the event of a default.
Additionally, the Proposed Rule Change is consistent with assuring the safeguarding of funds, by allowing OCC to deposit customer cash margin in its FRB account. Access to an FRB account is a valuable tool, the use of which would reduce custody risk in a clearing agency.
For the reasons stated above, the Commission finds that the Proposed Rule Change is consistent with Section 17A(b)(3)(F) of the Exchange Act.
Rule 17ad-22(e)(7)(ii) under the Exchange Act requires, in part, each covered clearing agency to establish, implement, maintain, and enforce written policies and procedures reasonably designed to effectively measure, monitor, and manage the liquidity risk that arises in or is borne by the covered clearing agency, including measuring, monitoring, and managing its settlement and funding flows on an ongoing and timely basis, and its use of intraday liquidity by, at
Since OCC began paying interest on Clearing Fund cash, Clearing Members have deposited more cash in the Clearing Fund than OCC requires. Based on the data provided by OCC, Clearing Member cash contributions to the Clearing Fund have exceeded requirements generally risen over time. In contrast, Clearing Members currently deposit only a small percentage of total margin assets as cash relative to valued securities. Based on the data provided and excess cash deposited in the Clearing Fund, the Proposed Rule Change is likely to increase the percentage of margin Clearing Members post in cash over any minimum requirement imposed by OCC. Increasing the likelihood that members will provide cash to OCC above and beyond what OCC requires increases the likelihood that OCC will continue to hold sufficient qualifying liquid resources to meet its liquidity requirements, which would allow OCC to better manage its liquidity risk.
For the reasons stated above, allowing OCC to pay interest on cash deposited as margin is consistent with the requirements of Rule 17ad-22(e)(7)(ii) under the Exchange Act.
Rule 17ad-22(e)(7)(iii) requires each covered clearing agency to establish, implement, maintain, and enforce written policies and procedures reasonably designed to effectively measure, monitor, and manage the liquidity risk that arises in or is borne by the covered clearing agency, including measuring, monitoring, and managing its settlement and funding flows on an ongoing and timely basis, and its use of intraday liquidity by, at a minimum, using the access to accounts and services at a Federal Reserve Bank, pursuant to Section 806(a) of the Payment, Clearing, and Settlement Supervision Act of 2010 (12 U.S.C. 5465(a)),
OCC may use cash margin deposits, including customer cash margin deposits, to manage liquidity risk. OCC's Liquidity Risk Management Framework document (“LRMF”) sets forth an overview of OCC's liquidity risk management practices and governs OCC's policies and procedures as they relate to liquidity risk management.
For the reasons stated above, allowing OCC to deposit non-customer cash margin in its FRB account is consistent with the requirements Rule 17ad-22(e)(7)(iii) under the Exchange Act.
Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change, as modified by Partial Amendment No. 1, is consistent with the Exchange Act. Comments may be submitted by any of the following methods:
• Use the Commission's internet comment form (
• Send an email to
• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090.
Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection.
All submissions should refer to File Number SR-OCC-2026-007 and should be submitted on or before October 13, 2026.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
The Commission finds good cause, pursuant to Section 19(b)(2) of the Exchange Act,
For similar reasons as discussed above, the Commission finds that Partial Amendment No. 1 is consistent with the requirement that OCC's rules not be designed to permit unfair discrimination among participants in the use of the clearing agency, under Section 17A(b)(3)(F) of the Exchange Act.
On the basis of the foregoing, the Commission finds that the Proposed Rule Change is consistent with the requirements of the Exchange Act, and in particular, with the requirements of with Section 17A(b)(3)(F) of the Exchange Act,
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
1:00 p.m. on Thursday, September 24, 2026.
The meeting will be held via remote means and at the Commission's headquarters, 100 F Street NE, Washington, DC 20549.
This meeting will be closed to the public.
Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the closed meeting. Certain staff members who have an interest in the matters also may be present.
In the event that the time, date, or location of this meeting changes, an announcement of the change, along with the new time, date, and/or place of the meeting will be posted on the Commission's website at
The General Counsel of the Commission, or his designee, has certified that, in his opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B) and (10) and 17 CFR 200.402(a)(3), (a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and (a)(10), permit consideration of the scheduled matters at the closed meeting.
The subject matter of the closed meeting will consist of the following topics:
Institution and settlement of injunctive actions;
Institution and settlement of administrative proceedings;
Resolution of litigation claims; and
Other matters relating to examinations and enforcement proceedings.
At times, changes in Commission priorities require alterations in the scheduling of meeting agenda items that may consist of adjudicatory, examination, litigation, or regulatory matters.
For further information, please contact Vanessa A. Countryman from the Office of the Secretary at (202) 551-5400.
Pursuant to Section 11A(a)(3) of the Securities Exchange Act of 1934 (“Exchange Act”)
The amendment to the CAT NMS Plan adds MX2 as a Participant.
MX2 has executed a copy of the current CAT NMS Plan, amended to include MX2 in the List of Parties (including the address of MX2) and paid the applicable Participation Fee.
The foregoing CAT NMS Plan amendment has become effective pursuant to Rule 608(b)(3)(iii)
Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Exchange Act. Comments may be submitted by any of the following methods:
• Use the Commission's internet comment form (
• Send an email to
• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
Section 6(g) of the Securities Exchange Act of 1934 (“Exchange Act”)
On September 14, 2026, North American Derivatives Exchange, Inc. (“Nadex”) filed a Form 1-N with the Commission. Pursuant to Section 6(g)(3) of the Exchange Act,
For further information about this Release, you may contact David Dimitrious, Senior Special Counsel; Jennifer Colihan, Special Counsel; Eugene Hsia, Special Counsel; Michou Nguyen, Special Counsel; and Alba Baze, Attorney-Adviser, Office of Market Supervision, Division of Trading and Markets, at (202) 551-5550, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
Securities and Exchange Commission (“Commission” or “SEC”).
Notice.
Notice of an application under section 6(c) of the Investment Company Act of 1940 (“Act”) for an exemption from sections 2(a)(32), 5(a)(1), 18(f)(1), 18(i), 22(d) and 22(e) of the Act and rule 22c-1 under the Act and under sections 6(c) and 17(b) of the Act for an exemption from sections 17(a)(1) and 17(a)(2) of the Act.
Applicants request an order (“Order”) that would permit a registered open-end management investment company to offer one class of exchange-traded shares that operates as an exchange-traded fund (an “ETF Class,” and such shares, “ETF Shares”) and one or more classes of shares that are not exchange-traded (each such class, a “Mutual Fund Class,” and such shares, “Mutual Fund Shares,” and each such fund, a “Multi-Class ETF Fund”). The Order would provide Multi-Class ETF Funds with two broad categories of relief: (i) the relief necessary to permit standard exchange-traded fund (“ETF”) operations consistent with Rule 6c-11 under the Act (“ETF Operational Relief”) and (ii) the relief necessary for a fund to offer an ETF Class and one or more Mutual Fund Classes (“ETF Class Relief”).
Wasatch Funds Trust and Wasatch Advisors LP.
The application was filed on July 8, 2026, and amended on September 10, 2026.
An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request a hearing on any application by emailing the SEC's Secretary at
The Commission:
Trace W. Rakestraw, Senior Special Counsel, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office).
For Applicants' representations, legal analysis, and conditions, please refer to Applicants' amended application, filed September 10, 2026, which may be obtained via the Commission's website by searching for the file number at the top of this document, or for an Applicant using the Company name search field, on the SEC's EDGAR system.
The SEC's EDGAR system may be searched at
For the Commission, by the Division of Investment Management, under delegated authority.
Pursuant to Section 19(b)(1)
Pursuant to the provisions of Section 19(b)(1) under the Act,
The text of the proposed rule change is available at the Exchange's website at
In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The self-regulatory organization has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements.
On September 18, 2025, the Commission approved IEX's proposal to adopt rules governing the trading of options on the Exchange in a new facility called “IEX Options”;
IEX Options has three Order Types (applicable to orders and quotes): Limit orders,
IEX Options rules provide for several price protection mechanisms, including Rule 22.260(b) (Market Orders in No-Bid (Offer) Series) and Rule 22.260(e) (Drill-Through Protection). The Market Orders in a No-Bid (Offer) Series rule is designed to protect Market orders from executions at potentially erroneous prices, and provides that if the System receives a sell Market order in a series after it is open for trading with an NBB
The Drill-Through Protection rule is designed to prevent an aggressively priced order from executing beyond multiple price levels by utilizing a series of iterations up to an Exchange-determined “buffer amount”
As noted above, IEX Rule 22.260(b) specifies that if the System receives a sell Market order in a series after it is open for trading with an NBB of zero, if the NBO in the series is less than or equal to $0.50, then the System will convert the Market order to a Limit order with a limit price equal to the minimum trading increment applicable to the series and enter it into the IEX Options Book. However, IEX Market orders may only have a TIF of IOC,
Thus, the provisions in Rule 22.260(b) that refer to converting a sell Market order to a limit order or the order being subject to an ongoing drill-through process are inapplicable. If a Market order to sell is received at a time when the NBB is zero (
IEX's Drill-Through Protection provides execution-price protection for liquidity-taking orders, which permits a marketable order to access liquidity across multiple price levels while limiting the distance through the prevailing contra-side NBBO at which executions may initially occur to prevent an order from executing through successive price levels too aggressively.
IEX's Drill-Through Protection Rule does not apply to bulk messages or ISOs.
IEX's Drill-Through Protection Rule does not apply to ISOs for a different reason. An Options Member submitting an ISO order is affirmatively instructing the Exchange to execute the order through the market up to its limit price without regard to Protected Quotations at other options exchanges.
IEX proposes to exclude Post Only orders (
The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act
As discussed in the Purpose section, the proposed rule change is designed to address internal inconsistencies in IEX Options rules. As such, the proposed rule change would foster cooperation and coordination with persons engaged in facilitating transactions in securities and would remove impediments to and perfect the mechanism of a free and open market and a national market system.
In particular, the Exchange believes the proposed rule change will promote just and equitable principles of trade, remove impediments to and perfect the mechanism of a national market system, and protect investors and the public interest, by clarifying how impacted order types will function. Specifically, IEX believes that Options Members would not expect a Market order with a TIF of IOC to be eligible for the Market Orders in No-Bid (Offer) Series protection of converting the order to a Limit order and would not expect Drill-Through Protection for aggressive taking orders to apply to Post Only orders that by definition must add liquidity to the Order Book. Thus, IEX believes that the proposed changes will reduce confusion
The Exchange also believes that the proposed changes are consistent with the investor protection and the public interest provisions of the Act because impacted order types will continue to function as expected. Specifically, buy (or sell) Market orders received in a series after it is open for trading with an NBO (or NBB) of zero, will be canceled, which is what an Options Member would expect to happen when there is no contra-party interest because all IEX Options Market orders have a TIF of IOC.
Moreover, the Exchange believes these proposed, narrowly tailored changes to its rules are not designed to permit unfair discrimination among Options Members as they would apply equally to all Options Members.
Finally, each of these proposed changes is based on the logical functionality of the Commission-approved price protection mechanisms coupled with how IEX's order types, TIFs, and Handling Instructions interact, and thus, the Exchange does not believe that the proposed rule change raises any new or novel issues.
The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act.
The Exchange does not believe that the proposed rule change will impose any burden on intermarket competition that is not necessary or appropriate in furtherance of the purposes of the Act. To the extent the proposed changes enhance the competitiveness of IEX Options, competing exchanges have and can continue to adopt comparable functionality, subject to the Commission's rule filing process.
The Exchange also does not believe that the proposed rule change will impose any burden on intramarket competition that is not necessary or appropriate in furtherance of the purposes of the Act. The rule change will apply equally to all Options Members. The Exchange believes that these proposed changes to Rule 22.260 to better align the rule with System functionality will enable Options Members to better understand and utilize these price protection mechanisms and risk controls, which, in turn, may enhance the integrity of trading on the options market and help to assure the stability of the financial system.
Written comments were neither solicited nor received.
The Exchange has filed the proposed rule change pursuant to Section 19(b)(3)(A) of the Act
A proposed rule change filed under Rule 19b-4(f)(6)
At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission will institute proceedings to determine whether the proposed rule change should be approved or disapproved.
Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods:
• Use the Commission's internet comment form (
• Send an email to
• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
On July 27, 2026, the Municipal Securities Rulemaking Board (“MSRB”) filed with the Securities and Exchange Commission (“SEC” or “Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act” or “Exchange Act”)
The MSRB will announce the operative date of the proposed rule change in a regulatory notice to be published on the MSRB website no later than 30 days following Commission approval.
The proposed rule change was published for comment in the
MSRB Rule G-27(a), on obligation to supervise, requires each broker, dealer, or municipal securities dealers (“dealer”) to supervise the conduct of the municipal securities activities of the dealer and its associated persons to ensure compliance with MSRB rules, and the applicable provisions of the Exchange Act and rules thereunder. As such, MSRB Rule G-27(b)(iii) requires dealers to designate as an office of municipal supervisory jurisdiction (“OMSJ”) any office at which any one or more of the enumerated activities under MSRB Rule G-27(g)(i) occurs at such office with respect to municipal securities. Locations that are not required to be designated as an OMSJ constitute either a municipal branch office or a non-branch location.
The MSRB notes it has never publicly defined the scope of the term “structuring of public offerings or private placements,”
Based on the above and as further described in the Notice, according to the MSRB, the proposed rule change will provide greater flexibility to dealers and their associated persons with respect to hybrid work arrangements without modifying the OMSJ and municipal branch office definitions within MSRB Rule G-27(g)(i) and MSRB Rule G-27(g)(ii), respectively.
As discussed below and in the Notice, the proposed rule change would amend Rule G-27 to (i) exclude certain public finance activities from the term “structuring of public offerings or private placements” as used within MSRB Rule G-27, (ii) extend the length of the exclusion for non-primary residences from municipal branch office designation, and (iii) make a technical update to the title of MSRB Rule G-27.
MSRB Rule G-27(g)(ii)(A)(3) currently allows for a non-primary residence where municipal securities business is conducted for less than 30 business days per calendar year to be excluded from municipal branch office designation, if the location meets the provisions of MSRB Rule G-27(g)(ii)(A)(2)(a) through (h). The proposed rule change would increase this limit in MSRB Rule G-27(g)(ii)(A)(3) to up to 90 business days per calendar year without amending the conditions outlined in MSRB Rule G-27.
According to the MSRB, the increase from less than 30 business days per calendar year to up to 90 business days per calendar year for an associated person to work from a non-primary residence without triggering municipal branch office designation would provide dealers greater latitude in permitting their associated persons to work at non-primary residential locations, such as a vacation home or the home of a partner or family member, or at another location.
The MSRB notes that the current less than 30-business days per calendar year exclusion from municipal branch office designation for work performed at a non-primary residence, and the potential extension to up to 90 business days per calendar year under the proposed rule change, is an exclusion that would be allowed under MSRB Rule G-27.
The proposed rule change would add proposed new Supplementary Material .06, on Exemption of Excluded Public Finance Activities from Office of Municipal Supervisory Jurisdiction and Municipal Branch Office Designation, and .07, on Definition of Excluded Public Finance Activities to MSRB Rule G-27.
Proposed new Supplementary Material .07 of MSRB Rule G-27 would define the term excluded public finance activities as activities that are associated with the structuring of public offerings or private placements, including but not limited to, debt modeling, financial analysis, number running and the solicitation of issuers or obligated persons for the dealer's investment banking services in connection with municipal securities (
Proposed new Supplementary Material .07 of MSRB Rule G-27 would also expressly state that the final approval of a public offering or private placement transaction would be explicitly outside of the scope and definition of excluded public finance activities, since such final approval of a public offering or private placement transaction is deemed structuring for purposes of the OMSJ definition, pursuant to MSRB Rule G-27(g)(i).
The MSRB believes that proposed new Supplementary Material .06 and .07 of MSRB Rule G-27 would not alter the definition of OMSJ, but rather, would clarify that certain activities performed by municipal securities professionals in furtherance of the “structuring of a public offering or private placements” do not constitute structuring and therefore do not rise to the level of activities that need to take place at an OMSJ.
The MSRB notes that the phrase “final approval of a public offering or private placement transaction” in proposed new Supplementary Material .07 would reference actions internal to the dealer relating to the decision to approve such transaction, the timing of which may vary depending on the specific transaction or the processes undertaken by a specific dealer.
The proposed rule change would change the title of MSRB Rule G-27 from “Supervision” to “Supervisory and Compliance Obligations of Brokers, Dealers and Municipal Securities Dealers.”
The Commission received four comment letters
One commenter expressed support for extending the exclusion for non-primary residential locations from municipal branch office designation from 30 to 60 business days and the proposed definition of “structuring of public offerings or private placements” as used in the definition of an office of OMSJ under MSRB Rule G-27(g)(i).
One commenter stated that the proposed rule change is an important “first step” towards a larger overhaul of MSRB and FINRA supervision rules and believes that the proposed definition of “structuring of public offerings or private placements” provides clarity because firms have been inconsistent in their interpretations of that term.
One commenter believes that the proposed rule change will reduce “undue compliance burdens” and urges the MSRB to eliminate “all location-based concepts of supervision.”
One commenter stated that it “supports the goals proposed” in the proposed rule change and noted that the proposed rule change would create a framework for broker-dealer firms to supervise their dealer professionals in a manner more in line with the current workplace environment that is not always tethered to a physical firm office.
The MSRB also stated that it “remains committed to considering additional opportunities to modernize MSRB Rule G-27” and that it believes that the proposed rule change would “support the competitiveness of the municipal securities market and provide greater workplace flexibility while maintaining appropriate supervisory requirements.”
The Commission has carefully considered the proposed rule change. The Commission finds that the proposed rule change is consistent with the requirements of the Exchange Act and the rules and regulations thereunder applicable to the MSRB.
In particular, the Commission finds that the proposed rule change is consistent with the provisions of Section 15B(b)(2)(C) of the Exchange Act,
The Commission also believes that the proposed rule change will remove impediments to and perfect the mechanism of a free and open market in municipal securities and municipal financial products because it provides flexibility to firms implementing hybrid work models.
Although the proposed rule change would result in a move away from harmonization with FINRA Rule 3110, the Commission believes that the particular nature of the municipal securities market outweighs the benefit of rule harmonization.
The Commission also finds that the proposed rule change is consistent with the provisions of Section 15B(b)(2)(C) of the Exchange Act,
In approving the proposed rule change, the Commission has also considered the proposed rule change's impact on efficiency, competition, and capital formation under Section 3(f) of the Exchange Act.
For the reasons noted above, the Commission finds that the proposed rule change is consistent with the Exchange Act.
For the Commission, by the Office of Municipal Securities, pursuant to delegated authority.
Social Security Administration (SSA).
Notice of updated schedule of standard administrative fees.
On August 22, 2012, we announced in the
The changes described are applicable for requests we receive on or after October 1, 2026.
Stephen Hull, Social Security Administration, Accounting, 6401 Security Boulevard, Baltimore, MD 21235-6401, (410) 966-1890. For information on eligibility or filing for benefits, visit our website,
Section 1106 of the Act and the Privacy Act
A requester can obtain certified and non-certified detailed yearly Social Security earnings information by completing Form SSA-7050,
We will continue to evaluate all standard fees at least every two years to ensure we capture the full costs associated with providing information for non-program-related purposes. We require nonrefundable advance payment. We can accept check, money order, or credit cards. We do not accept cash. We will accept only one form of payment in the full amount of the standard fee for each request and will not divide the fee amount between more than one form of payment. If we revise any of the standard fees, we will publish another notice in the
The Surface Transportation Board has received a request from University College London, United Kingdom, (WB26-48-09/09/26) for permission to use select data from the Board's 2000 to 2025 inclusive, unmasked Carload Waybill Samples for railroad shipments of corn, soybeans, and wheat; all other commodities masked revenues and information to construct measures of rail-network utilization and congestion as explained in the request. A copy of this request may be obtained from the Board's website under docket no. WB26-48.
The waybill sample contains confidential railroad and shipper data; therefore, if any parties object to these requests, they should file their objections with the Director of the Board's Office of Economics within 14 calendar days of the date of this notice. The rules for release of waybill data are codified at 49 CFR 1244.9.
Any inquiries on this request should be directed to
National Highway Traffic Safety Administration (NHTSA), Department of Transportation (DOT).
Receipt of petition.
Ford Motor Company (Ford) has determined that certain model year (MY) 2024-2025 Ford Ranger motor vehicles do not fully comply with Federal Motor Vehicle Safety Standard (FMVSS) No. 101,
Send comments on or before October 21, 2026.
Interested persons are invited to submit written data, views, and arguments on this petition. Comments must refer to the docket and notice number cited in the title of this notice and may be submitted by any of the following methods:
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• Comments may also be faxed to (202) 493-2251.
Comments must be written in the English language, and be no greater than 15 pages in length, although there is no limit to the length of necessary attachments to the comments. If comments are submitted in hard copy form, please ensure that two copies are provided. If you wish to receive confirmation that comments you have submitted by mail were received, please enclose a stamped, self-addressed postcard with the comments. Note that all comments received will be posted without change to
All comments and supporting materials received before the close of business on the closing date indicated above will be filed in the docket and will be considered. All comments and supporting materials received after the closing date will also be filed and will be considered to the fullest extent possible.
When the petition is granted or denied, notice of the decision will also be published in the
All comments, background documentation, and supporting materials submitted to the docket may be viewed by anyone at the address and times given above. The documents may also be viewed on the internet at
DOT's complete Privacy Act Statement is available for review in a
Kamna Ralhan, General Engineer, NHTSA, Office of Vehicle Safety Compliance, (202) 366-6443.
I.
This notice of receipt of Ford's petition is published under 49 U.S.C. 30118 and 30120 and does not represent any agency decision or another exercise of judgment concerning the merits of the petition.
II.
III.
IV.
V.
Ford explains that the subject vehicles are equipped with selectable drive modes, which are controlled by a rotary dial or a button on the center console and allow the driver to change the vehicle's handling and suspension dynamics. Ford notes that mode selection will not change the speed and can be performed in most instances while the vehicle is in motion or while it is in Park.
Ford explains that when the driver changes drive modes, an animation appears on the IPC that covers the speedometer's unit of measurement (
Ford believes that the subject noncompliance is inconsequential to motor vehicle safety for three primary reasons:
First, the primary speedometer's numerical speed remains continuously and accurately displayed, ensuring no incorrect information is presented. Ford explains that the subject noncompliance is limited solely to the temporary disappearance (up to four seconds) of the unit of measurement (MPH or km/h), an interval initiated by the driver's intentional action of changing drive modes.
Second, Ford states that it is unaware of any customer complaints, crashes, injuries, or fatalities related to this condition. Ford acknowledges that the absence of complaints is not dispositive but contends that this is further evidence that the drivers of the subject vehicle are not confused by the disappearance of the speedometer unit.
Third, Ford cites prior NHTSA grants of petitions for decisions of inconsequential noncompliances concerning similar noncompliances where required information was temporarily unavailable or incorrect. These include a 2022 FCA US LLC
NHTSA notes that the statutory provisions (49 U.S.C. 30118(d) and 30120(h)) that permit manufacturers to file petitions for a determination of inconsequentiality allow NHTSA to exempt manufacturers only from the duties found in sections 30118 and 30120, respectively, to notify owners, purchasers, and dealers of a defect or noncompliance and to remedy the defect or noncompliance. Therefore, any decision on this petition only applies to the subject vehicles that Ford no longer controlled at the time it determined that the noncompliance existed. However, any decision on this petition does not relieve vehicles distributors and dealers of the prohibitions on the sale, offer for sale, or introduction or delivery for introduction into interstate commerce of the noncompliant vehicles under their control after Ford notified them that the subject noncompliance existed.
Pipeline and Hazardous Materials Safety Administration (PHMSA), Department of Transportation (DOT).
Notice and request for comments.
In accordance with the Paperwork Reduction Act of 1995 (PRA), PHMSA invites comments on proposed updates to the form used for reporting incidents that occur during the transportation of hazardous materials. PHMSA intends to request a revision of a currently approved information collection from the Office of Management and Budget (OMB) for the
Interested persons are invited to submit comments on or before December 21, 2026. However, PHMSA will consider late-filed comments to the extent possible.
You may submit comments identified by the Docket Number PHMSA-2026-1981 (Notice No. 2026-04) by any of the following methods:
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If you send comments by mail, please submit two copies. Persons wishing to receive confirmation of receipt of their comments must include a self-addressed stamped postcard.
Direct requests for a copy of an information collection to Steven Andrews or Glenn Foster, Standards and Rulemaking Division, (202) 366-8553, Pipeline and Hazardous Materials Safety Administration, U.S. Department of Transportation, 1200 New Jersey Avenue SE, Washington, DC 20590-0001. In addition, the current DOT Form 5800.1 can be accessed electronically on the PHMSA website.
For information about the proposed updates to this form, contact Robert Starin, (202) 366-1074,
PHMSA uses the
Under 5 CFR 1320.8(d), PHMSA must provide the public and affected agencies an opportunity to comment before submitting an information collection request to OMB.
The form collects information about the incident, hazardous material, packaging, and human and environmental impacts to help PHMSA analyze trends and gaps and inform actions to mitigate risk and improve safety. The OHMS Operations Systems Division processes and checks the data through a quality management system compliant with International Organization for Standardization's (ISO) ISO 9001:2015 standard.
PHMSA contracted with the U.S. Census Bureau to evaluate DOT Form 5800.1 and recommend a redesign that improves data accuracy and consistency, reduces respondent burden, and meets collection requirements. The Bureau's Data Collection and Methodology Research Branch (DCMRB) assessed the form for cognitive and usability issues and opportunities to reduce burden.
DCMRB began with an expert review and exploratory research, including interviews with internal and external stakeholders and subject matter experts (SMEs), focus groups, and field observations. It used the findings to develop changes, which it refined through cognitive and usability testing with filers. DCMRB presented findings to PHMSA after each activity. Its final report is available in the electronic docket. Recommendations included:
• Improving efficiency by reorganizing content, allowing filers to bypass sections that are not applicable to their reported incident;
• Adding content to address incidents caused by batteries (
• Reducing burden by capturing alternative data in cases where other data may not be available to the filer or not available at the time of submission—
• Identifying intermodal transport to account for multiple modes of transportation that may have been involved in an incident or the shipment.
The electronic docket at
Filers may submit reports using the PDF form, the Hazardous Materials Incident Communication System (HAZMATICS) portal at
PHMSA also seeks comments on filers' experiences with HAZMATICS and XML submissions. The PDF includes all required incident-reporting data elements, which must remain consistent across all three submission methods. PHMSA will assess the software, data-processing, and database changes needed to reflect revisions to the collection in HAZMATICS and XML submissions.
The Council on the Safe Transportation of Hazardous Articles (COSTHA) petitioned PHMSA to revise DOT Form 5800.1 (P-1721).
This section explains and justifies revisions to existing data elements, following the current form's organization and numbering. References such as “Q1” mean Question 1 on the current form. Readers should consult the current form on PHMSA's website alongside the proposed form in the docket.
The current form has eight Parts:
Q1 on the current form asks whether the filer is reporting: (A) a hazardous materials incident; (B) an undeclared shipment with no release; or (C) certain damage to a specification cargo tank with no release. The new form divides Q1 into two questions aligned with §§ 171.15 and 171.16. The first replaces option A with the circumstances requiring a telephone report to the National Response Center (NRC) under § 171.15(b), making the applicable incident types explicit. The second covers options B and C and the other reporting criteria in § 171.16(a)(2) and (a)(5).
Renamed “Part 1—Reason for the Report,” this section requires filers to identify the regulatory basis for reporting before completing the rest of the form. This will help the OHMS Data Operations team determine whether a report is required without checking other answers. Filers may spend more time reviewing §§ 171.15 and 171.16 to identify the applicable criteria, but the change may prevent unnecessary reports. Filers should complete the remaining sections only after confirming that reporting is required.
Q2 currently offers “an initial report,” “a supplemental (follow-up) report,” and “additional pages.” The new form replaces “a supplemental (follow-up) report” with the plainer “update existing report,” without changing its
• a death results from injury caused by hazardous material;
• there was a misidentification of the hazardous material or package information on a prior incident report;
• damage, loss or related cost that was not known when the initial incident report was filed becomes known; or
• damage, loss, or related cost changes by $25,000 or more, or 10% of the prior total estimate, whichever is greater.
• Filers may also select “update existing report” to revise information voluntarily, even when § 171.16(c) does not require an update. “Additional pages” applies only when information does not fit in the space provided.
Q3 and Q4 request the incident's date and time, but the filer may know when an incident was discovered without knowing when it occurred. The new form asks filers to identify which date and time they are providing.
This distinction reduces the need to determine an exact occurrence time when only discovery is known—for example, when an undeclared shipment with no release is discovered after shipment. The new PDF also includes a calendar date picker and specifies the 24-hour time format as “HH:MM” (two-digit hour, two-digit minute), clarifying the current instruction to “use 24-hour time.” These features may reduce reporting burden.
Section 171.15 requires telephone notification to the U.S. Coast Guard (USCG) NRC for certain incidents. Q5 currently requests the NRC report number, if applicable. A blank response does not distinguish a call that was not made from one whose report number is unknown or omitted. The new form first asks whether the flier notified the NRC, and then requests the report number separately. It also links to the NRC website so filers can look up the number.
OHMS Data Operations staff use NRC records to identify incidents not yet reported on DOT Form 5800.1 and to match the two reports. In PHMSA's experience, NRC records generally become available within days, before the 30-day written-report deadline. If the report number is unavailable or omitted, the new Yes or No response will help staff assess whether NRC reporting requirements apply and follow up on incomplete information.
Q6 currently requests the agency name and report number in one field when the filer report an incident to “another Federal DOT agency.” For example, a derailment may require both a PHMSA report and a Federal Railroad Administration (FRA) report on FRA F 6180.54.
The new question also expands the scope beyond DOT: “Was the incident reported to other Federal, state, or local regulatory agencies?” For example, USCG enforces the HMR for vessel shipments but is part of the Department of Homeland Security (DHS), not DOT. Collecting information about reports to non-DOT Federal agencies and state or local agencies may increase filer burden, but it may improve coordination with agencies responding to or investigating incidents. PHMSA solicits comment.
Q7 requests the incident's city, county, state, postal code, and street address, or mode-specific location information such as a mile marker, yard name, airport, body of water, river mile, or subdivision. The new form retains these fields, adds a checkbox for locations without a street address, and requests GPS latitude and longitude coordinates.
PHMSA expects GPS coordinates to improve location accuracy and support geospatial safety analysis, especially for in-flight, rail, or vessel incidents without a useful street address. Free online mapping tools can provide coordinates for a selected point. Providing coordinates may add little burden and may be easier than identifying a street address, mile marker, yard name, or other location descriptor.
Q8 identifies the transportation mode at the time of the incident. The new form retains that question and adds a follow-up about other modes used or planned for the shipment. Filers may identify multiple known modes—for example, vessel transport before a rail incident or air transport planned after a highway leg.
This information could support coordination with the Federal Aviation Administration (FAA), FRA, the Federal Motor Carrier Safety Administration (FMCSA), and USCG on intermodal safety and “near miss” analysis. It would also help data users avoid treating the incident mode as the only mode potentially affected. PHMSA seeks comment on the benefits and burden of the question and whether to ask separately about modes already used and modes planned for later legs.
Q9 retains the transportation phases—in-transit, loading, unloading, and in-transit storage—but changes “In-Transit Storage” to “Temporary Storage (In-Transit Storage).” The revision clarifies that this storage occurs before final delivery to the consignee. PHMSA solicits comment.
Q10 requests the “Carrier/Reporter” name, address, Federal DOT ID Number, and PHMSA Hazardous Materials Registration Number. The new form links to FMCSA's DOT-number lookup and PHMSA's registration search (see 49 CFR part 107, subpart G).
Q11 retains shipper/offeror information, replaces “ZIP Code” with “Postal Code,” and links to PHMSA's registration search. Anyone may search by company name, postal code, DOT number, or Hazardous Materials Registration Number.
Q12 and Q13 retain shipment origin and destination addresses, replace “ZIP code” with “Postal Code,” and add country fields to capture international shipments. Because most reported origins and destinations are in the United States, PHMSA seeks comment on whether the country fields should be required only for international locations to limit added burden.
Q14-Q18 retain the proper shipping name, technical/trade name, hazard class/division, United Nations/North American (UN/NA) identification number, and packing group used to identify the material's Hazardous Materials Table (HMT) entry (49 CFR 172.101), with revised wording and order. “Identification number” becomes “UN/NA Identification Number,” and “Hazardous Class/Division” becomes “Hazard Class/Division.” The form clarifies that “Technical Trade Name” applies only to certain HMT entries.
Q19 currently combines release quantity and unit of measure in one free-text field. The new form first asks “Was there a release?” to distinguish no release from an unknown quantity. It then permits a point estimate, a range, or both, and separates the unit of measure. This gives filers flexibility when the exact quantity is uncertain. A new field requests estimated release duration, which may add burden but could improve risk analysis and emergency-response planning by indicating potential public exposure. PHMSA has previously estimated duration from media reports, which may be less accurate than information available to filers.
Q20 retains the Yes/No hazardous-waste question concerning Environmental Protection Agency (EPA) requirements but specifies “shipped as an EPA-regulated hazardous waste.” The new wording adds “tracking” to “EPA Manifest Tracking Number,” matching EPA's
Q21 retains the Toxic by Inhalation (TIH) question and adds the synonymous term “Poison by Inhalation (PIH).”
Q22 replaces “Exemption” with “Special Permit,” consistent with the HM-240 final rule,
Q23 retains the undeclared-shipment question and adds a question about misdeclaration. An undeclared hazardous material lacks “any visible indication to the person accepting the hazardous material” (
Unlike undeclared shipments, “misdeclaration” is not itself a criterion that triggers hazardous materials incident reporting in § 171.16. Therefore, a misdeclared shipment that does not result in a release may not require reporting on DOT Form 5800.1.
Q24 currently offers Non-bulk, Intermediate Bulk Container (IBC), Cargo Tank Motor Vehicle (CTMV), Tank Car, Cylinder, Radioactive Materials (RAM), Portable Tank, and Other. To identify a non-bulk subtype, filers must complete Q26b or provide a packaging code or specification marking in Q26a; for example, 1A1 identifies a steel drum with a non-removable head and 4G a fiberboard box. Without that information, data users cannot distinguish drums, boxes, bags, or other non-bulk packaging. The new form adds “Drum (Non-bulk),” “Box (Non-bulk),” “Bag (Non-bulk),” “Jerrican (Non-bulk),” and “Barrel (Non-bulk),” aligned with United Nations (UN) Performance Oriented Packaging (POP) categories. POP also includes IBCs and composite packaging.
The new form adds “Nurse Tanks” as a packaging type. Under 49 CFR 173.315(m), these cargo tanks transport anhydrous ammonia and are operated by private motor carriers exclusively for agricultural purposes.
For incidents involving multiple packaging types, the new form directs filers to HAZMATICS (
Q25 requests packaging failure codes from the
PHMSA seeks comment on whether to delete, revise, or add failure codes, including an “Other (not listed)” code. DOT's internal review recommended “Carrier/Operator Mishandling,” included as code 539 in the new form. The following tables show code counts in incident reports from 2010-2023, illustrating common and rarely used codes.
Q26a
The new form asks whether the packaging met a UN or DOT specification. A “No” response hides the specification-markings field, accommodating authorized non-specification packaging. Otherwise, markings remain relevant because they describe packaging design, manufacture, and testing and can support failure investigations. PHMSA seeks comment on reducing nonresponse and improving accuracy.
Q26b currently requests packaging type and material of construction for non-bulk, IBC, and non-specification packaging when identification markings are incomplete or unavailable. The new form instead requests these details for the outermost or single packaging, then for inner packaging, if applicable. Expanded Q24 packaging choices eliminate the first Q26b packaging-type field; the inner-packaging field remains. Packaging-type fields therefore decrease from three (Q24 and two in Q26b) to two. Material-of-construction fields likewise decrease from three (Q28 and two in Q26b) to two. The information remains requested, but it is organized by outer/single and inner packaging rather than by separate groups of packaging types.
Packaging codes or complete specification markings can already supply some of these details. For example, 1A1 identifies a steel drum with a non-removable head, while 1A2 identifies a removable head. The marking 1A1/Y1.4/150/92/USA/RB additionally gives performance level (Y), specific gravity (1.4), hydrostatic test pressure (150 kPa), manufacture year (1992), country of origin (USA), and manufacturer's symbol (RB). Thus, code 1A1 conveys the packaging type, construction material, and head type requested in Q26b.
The form retains some redundancy because filers may know these characteristics without knowing the packaging code or full specification marking. They may be unfamiliar with PHMSA's
PHMSA seeks comment on reducing confusion and streamlining packaging-specification questions. Options include allowing a photograph showing the markings and encouraging carriers to corroborate information with shippers. The shipper preparing the package may know more about its specification than the carrier, although § 171.16 places reporting responsibility on the person in physical possession of the material at the time of the incident.
Q27 retains capacity, amount in the package, the number of packages matching the Part III description, and the number that failed. The new form adds separate unit-of-measure fields for capacity and amount. It presents outermost or single packaging first and inner packaging later, rather than side by side, because all shipments have single or outermost packaging but only some have inner packaging. “Outermost” identifies the packaging visible to shippers and carriers.
Q28's twelve fields are reorganized into smaller groups. “Manufacturer Name,” “Date of Manufacture,” and “Serial Number” form one question, with the first two labels replacing “Manufacturer” and “Manufacture Date.” As explained under Q26b, construction material is requested for outer/single and inner packaging rather than separately for tank cars, CTMVs, portable tanks, and cylinders. Design pressure, shell thickness, head thickness, and service pressure remain, with a nurse-tank annotation and visibility linked to packaging type. The pressure-relief device or valve fields—type, manufacturer, and model—remain essentially unchanged.
Alongside Q28's “Last Test Date,” the new form requests “Type of Testing or Requalification” and “Test Laboratory or Provider,” identifying the authorized person or company that last performed the prescribed testing. Because specification packaging undergoes different tests, the type and provider give the date context and can support failure investigations. These new fields may add burden. PHMSA solicits comment.
Q29's radioactive-materials questions move into a separate Part without changing their content, as recommended by PHMSA's RAM experts. This makes these questions easier to bypass for the large majority of incidents that do not involve RAM. Even a small time saving across those filings could be beneficial.
The new form reorganizes Q24-Q29, increases spacing, provides dropdowns for limited response sets, and links fields so filers see only applicable questions. PHMSA seeks comment on whether these design changes reduce burden and improve response rates and data quality in this technical section.
Q30 currently identifies the “Result of Incident” through Spillage, Fire, Explosion, Material Entered Waterway/Storm Sewer, Vapor (Gas) Dispersion, Environmental Damage, and No Release. The new form asks “What was the type of release or outcome of the release?” and adds “thermal runaway.” This is a reaction in which heat generation accelerates further temperature rise. Increasing lithium battery incidents
The new “Was there a release?” question also replaces Q30's “No release” checkbox. A blank checkbox is ambiguous, and a “Yes” value for the published variable “No_Release_Result_Ind” can confuse data users. Asking directly whether a release occurred makes both reporting and interpretation clearer. PHMSA expects filers to be able to determine this by the time of filing, even if it was uncertain during the initial response.
As discussed under Q19, the new form requests release duration in a dedicated field rather than only in the incident narrative. Duration helps assess potential exposure of responders, transportation workers, and the public. PHMSA expects filers preparing reports within 30 days to provide more complete estimates than may be available to on-site contacts or news outlets soon after an incident.
Q31 retains the Fire/Emergency Medical Services (EMS) and Police response indicators and report-number fields and adds the responding departments' names. Incident location alone may not identify which state, county, or municipal departments responded. Names will help OHMS Data Operations staff obtain or corroborate information even when the filer does not know the report numbers.
The new form separates Q31's “In-house cleanup” and “Other Cleanup” from emergency response because remediation and cleanup are distinct activities. It asks: “Did the release of hazardous material require environmental remediation, disposal of contaminated soil or water, or other cleanup?” A “No” response closes the question. A “Yes” response prompts a description using “In-house cleanup (no contracted parties)” or “Other cleanup (
Q32 retains the $500 damage threshold and the categories Material Loss, Carrier Damage, Property Damage, Response Cost, and Remediation/Cleanup Cost. The new form hides the category fields when the filer answers “No” to whether total damage exceeded $500. PHMSA remains concerned about underreported damages but does not propose changing the threshold and seeks comment on it.
Q33a retains the question whether hazardous material caused or contributed to a fatality and the counts for employees, responders, and the general public. The new form removes “resulting from the hazardous material” from the follow-up instructions because the initial question already establishes that scope. Q33b separately addresses fatalities not caused by hazardous material.
Q33b retains fatalities not resulting from the hazardous material and changes “If yes, how many?” to “If yes, enter the number of fatalities,” consistent with Q33a. For example, a driver killed by a collision with a gasoline cargo tank is distinguished from a driver killed by a fire resulting from released gasoline. The distinction between incident involvement and hazardous-material causation remains.
Q34 retains the question whether hazardous material caused or contributed to injury and the counts by hospitalization status and population—employees, responders, or the general public. The new form slightly revises the affirmative-response instructions and hides the remaining fields after a “No” response.
Q35 retains whether hazardous material caused or contributed to evacuation, the employee and general-public counts, and duration in hours. It removes “Total Evacuated” because PHMSA calculates and publishes that total by adding the two counts. The follow-up fields respond to the Yes/No selection to reduce unnecessary entry.
Q36 retains whether a major transportation artery or facility closed and, if so, the closure duration. The current guide defines a major transportation artery as a highway, main road, or secondary road, excluding side streets and dirt roads; for rail, it includes lines other than rail spurs. The new form slightly revises the affirmative-response instructions and hides the duration field after a “No” response.
Q37 retains crash or derailment, vehicle overturn, departure from the roadway or track, estimated speed, and weather conditions. The new form groups the Yes/No questions and requests speed in miles per hour and a weather description if any of the three conditions occurred. The current form requests these details only for a crash or derailment. Expanding the trigger to overturns and departures may therefore slightly increase burden.
The new form retains the current air-only content (Q38-Q40), expands some response choices, and adds questions on flight numbers, passenger baggage, and Unmanned Aircraft Systems (UAS), or drones. Section V describes the new questions.
The air-only section moves earlier, from Part V to Part 4, so filers reporting passenger-baggage incidents can identify which shipping-paper questions to bypass. It is enabled only when the reported mode at occurrence or discovery is air; otherwise, its fields cannot be completed.
Q38 retains whether the material was offered or transported on passenger aircraft and whether it was cargo or passenger baggage. For baggage incidents, the new instructions allow filers to skip shipment information such as shipper/offeror name and shipping-paper or bill-of-lading number because baggage generally has no shipping paper. This should reduce required entries.
Q39 currently offers six incident locations or stages: air carrier cargo facility, sort center, baggage area, surface transport to or from the airport, flight, and aircraft loading/unloading. The new form adds Unit Load Device (ULD) loading and unloading, taxiing for takeoff and landing, Transportation Security Administration (TSA) baggage screening area, other baggage area, gate area, and maintenance/stores area. It separates aircraft loading from unloading and adds “Other (please describe)” with free text. DOT's internal review recommended the expanded choices to give PHMSA and FAA more detail, although reviewing more options may increase burden. DOT solicits comment.
Q40 asks which phases the shipment had completed before the incident. The new form changes “Transported by air (first flight)” and “Transported by air (subsequent flights)” to “Transported by air (one flight)” and “Transported by air (multiple flights).” It separates “Transfer at sort center/cargo facility” into sort-center and air-cargo-facility choices and adds “Origin Forwarder” and “Destination Forwarder.” “Shipment had not been transported” and “Initial transport by highway to cargo facility” remain. DOT's internal review recommended the additional choices. DOT solicits comment.
Section V, Part 4, provides the additional air questions and the routing instructions for cargo and passenger-baggage incidents.
Part VI requests a free-text incident narrative: the sequence of events, mitigation actions, package failure—including the size and location of holes or cracks—and estimated release duration. It also requests photographs and diagrams when needed for clarification. This flexible field allows filers to explain circumstances not captured by structured questions, but many responses contain only a sentence or two. PHMSA seeks comment on encouraging more detailed narratives.
The new form retains a large free-text field and uses plain-language questions and bullets to organize the response. Its “Description of Events” instructions are:
•
•
•
•
•
The dedicated release-duration field discussed under Q19 replaces the request within the current narrative instructions, where filers may overlook it.
The new instructions state: “PHMSA strongly encourages you to submit photographs, maps, diagrams, or other visuals that illustrate the nature or impacts of the incident.” Visuals can clarify circumstances beyond the narrative. Filers may attach them to an emailed PDF report sent to
Part VII retains a free-text field for actions and recommendations to prevent recurrence, including measures within the company's control and broader improvements. Filers have suggested training, packaging, operating procedures, technology, and routing changes that PHMSA and other stakeholders can examine. The new form revises the instructions for “Actions Taken or Planned to Prevent Recurrence” as follows:
PHMSA seeks comment on improving responses because many filings leave this field blank or identify no potential change to prevent recurrence.
Part VIII currently identifies a “Preparer” whom PHMSA can contact for additional information. It requests name, telephone, job title, fax, business name and address, email, hazardous materials registration number if not already provided, date, and whether the preparer is a carrier, shipper, facility, or other entity.
The new form removes fax number, date, separate preparer business name and address, and preparer registration number. Email generally serves document transmission needs, and email timestamps or mailed-report postmarks supply dates. Although a company may use a third-party preparer, the reporter remains responsible under the HMR; PHMSA therefore proposes to remove the preparer/reporter distinction while retaining a direct contact. Email and telephone are preferred contact methods, and carrier and shipper registration numbers are already collected elsewhere.
PHMSA has also removed the carrier/shipper/facility/other indicator. Reporter, carrier, and shipper information—and the “Shipper/Offeror same as Reporter” and “Carrier/Transporter same as Reporter” checkboxes—can identify those relationships. “Facility” is ambiguous and historically appears in less than about 0.5 percent of filings; “Other” often identifies a third-party agent or consultant. PHMSA solicits comment.
The direct contact moves earlier in the form and retains first name, last name, position title, email, telephone, and extension, without the “Preparer” label.
The new form also requests a direct shipper contact, beyond the company-level information already collected. DOT's internal review recommended this addition to help investigators obtain packaging and hazardous-material information. Most reporters are carriers; PHMSA expects them to be able to provide a shipper contact reachable by telephone or email. Section V, Part 5, describes this new field.
This section describes new data elements and additional details in proposed-form order. Where a change is already explained in section IV, this section refers to that discussion. The proposed form uses Arabic-numbered Parts rather than Roman numerals to improve readability.
Here, “Q*1” means Question 1 on the proposed form; “Q1” refers to the current form. Compare the docketed proposal with the current form on PHMSA's website.
Q*1 asks whether any of the following occurred as a direct result of the hazardous material:
• A person was killed.
• A person received an injury requiring admittance to a hospital.
• The general public was evacuated for one hour or more.
• A major transportation artery or facility was closed or shut down for one hour or more.
• The operational flight pattern or routine of an aircraft was altered.
• During transportation by aircraft, a fire, violent rupture, explosion, or dangerous evolution of heat occurred as a direct result of a battery or battery-powered device.
• Fire, breakage, spillage, or suspected radioactive contamination occurred involving a radioactive material.
• Fire, breakage, spillage, or suspected contamination occurred involving an infectious substance other than a regulated medical waste.
• A release of a marine pollutant occurred in a quantity exceeding 450 L (119 gallons) for a liquid or 400 kg (882 pounds) for a solid.
• In the judgment of the person in possession of the hazardous material,
These selections reflect § 171.15(b) and make the reporting criteria explicit, as discussed under Q1 in section IV.
A written report may be required even when NRC telephone notification is not. Q*2 therefore asks, “During transportation in commerce, did any of the following occur?” Filers select all applicable criteria from § 171.16(a):
• An unintentional release of a hazardous material or the discharge of any quantity of hazardous waste.
• An undeclared hazardous material was discovered.
• In any mode of transportation, a fire, violent rupture, explosion, or dangerous evolution of heat occurred as a direct result of a battery or battery-powered device.
• A specification cargo tank with a capacity of 1,000 gallons or greater containing any hazardous material suffered structural damage to the lading retention system or damage that requires repair to a system intended to protect the lading retention system, even if there is no release of hazardous material.
Together, Q*1 and Q*2 identify the basis for filing. If none applies, the filer should gather more information and consider whether a report is required. The current form identifies only some reporting criteria, which can leave the basis unclear. Reviewing the full criteria may add burden but should prevent unnecessary filing and processing. Understanding reporting requirements is also part of function-specific training for hazmat employees who prepare or assist with reports; see the definition in § 171.8 and training requirements in § 172.704.
Q*3-Q*6 correspond to existing questions. Section VI maps them to the current form, including Q*3 to Q2 and Q*4 to Q5.
Q*3 retains initial reports, updates, and additional pages. Section IV's Q2 discussion explains the revised “update existing report” label and mandatory update criteria. The label also aligns with “Updating the incident report” in § 171.16(c). “Additional pages” accommodates multiple hazardous materials, packaging types, or shippers when using the PDF, although PHMSA encourages HAZMATICS or XML for those cases. For example, an initial report covering UN1267 and UN1993 would contain the general incident details and UN1267 information; a second PDF marked “additional pages” would provide the unique UN1993 information.
Q*4 implements the NRC notification indicator, separate report-number field, and lookup link discussed under Q5 in section IV. The NRC website helps filers find a report number after notification.
Q*5 carries forward Q31's Fire/EMS and Police response information and adds the responding departments' names, as explained in section IV. Moving it earlier groups NRC, Fire/EMS, Police, and other-agency reporting questions together.
Q*6 implements the separate agency-name and report-number fields, space for multiple reports, and expanded agency scope described under Q6 in section IV.
That discussion explains the potential added burden and coordination benefits of including non-DOT Federal, state, and local agencies. PHMSA solicits comment.
Part 2 combines reporting-company and direct-contact information. Section IV's Q10 and Part VIII discussions explain the retained fields and removal of fax and separate preparer information. Use of a third party does not transfer the reporting company's responsibility under § 171.16.
Q*9 asks, “Is the reporting company the carrier of the hazardous material?” If yes, Q*10 asks whether the carrier notified the shipper that its shipment was involved in an accident or incident. PHMSA expects greater carrier-shipper communication to help corroborate information and resolve safety issues.
The HMR currently does not require a carrier to notify the shipper of such an incident. PHMSA may consider that requirement in a future rulemaking. For now, Q*10 would identify whether notification occurred and may encourage communication so both parties can help prevent recurrence. A shipper otherwise may be unaware of the incident.
Shippers may be better positioned to fill gaps in packaging specifications, markings, capacity, testing, and material classification. The HMR distinguishes pre-transportation from transportation functions. Section 171.1(b) addresses classification, packaging selection, marking, labeling, shipping papers, and package closure; § 172.204 addresses the shipper's certification. These responsibilities make shippers a potential resource for improving incomplete reports.
Q*10 would help PHMSA assess whether voluntary notification is common enough that a new requirement may be unnecessary. This PRA notice does not propose an HMR amendment requiring notification. The Research and Special Programs Administration (RSPA) proposed such a requirement in the 2001 HM-229 notice of proposed rulemaking (NPRM) but did not adopt it in the final rule.
Section VI maps the remaining Part 2 fields to the current form.
Part 3 requires filers to select either “occurred” or “first discovered” for the incident date and time. Section IV's Q3/Q4 discussion explains how this distinction accommodates unknown occurrence times without materially increasing burden.
Q*11 adds the calendar date picker, and Q*12 specifies the HH:MM time format, as described in that discussion.
Q*13 adds GPS longitude/latitude coordinates. Section IV's Q7 discussion explains their use where conventional location descriptors are inadequate and the possible additional burden. Filers can copy coordinates from a point selected in a free online mapping tool into the PDF.
Filer-supplied coordinates may also be more accurate than PHMSA's geocoding results when no reliable street address exists. Uncertainty in those results has complicated consideration of publishing coordinates in the incident dataset. The new field is intended to improve location accuracy and support PHMSA's geographic information systems analysis, as well as partners' and stakeholders' use of geospatial data.
Q*15 asks, “Was the shipment transported or planned to be transported by another mode?” After “Yes,” filers select all known applicable modes: Highway, Rail, Air, Water, and Pipeline. A “No” response closes the choices. The mode at occurrence or discovery remains separately identified.
Section IV's Q8 discussion explains the intermodal rationale, burden considerations, and possible separation of completed and planned legs. For example, a highway incident involving a shipment destined for air transport could inform analysis of potential air risks. The additional modes would support multimodal queries and coordination with FAA, FMCSA, FRA,
Q*17 asks, “Did the incident occur or was the incident discovered during an inspection?” An affirmative response requests the inspecting entity's name. PHMSA believes the information could help identify patterns associated with inspections and inform advisories, guidance, or changes to inspection practices or requirements to protect transportation workers and agency personnel.
Section VI maps the remaining Part 3 fields, including Q*16 to Q9 and Q*18 to Q22.
Part 4 is enabled only for air incidents at occurrence or discovery. Section IV's Q38-Q40 discussion covers retained and expanded air-only fields. The following paragraphs describe additional questions and routing.
Q*19 adds a UAS question. Hazardous-material transport by UAS presents potential safety risks and may become more common, subject to FAA coordination and applicable testing, packaging, material, and quantity limits. The
Q*20 expands Q39's six incident-location choices to fifteen: Sort Center; During flight; Gate area; TSA baggage screening area; By surface to/from the airport; Maintenance/Stores area; Other baggage area; During loading of aircraft; During unloading of aircraft; During taxiing for takeoff; During taxiing for landing; During loading of ULD [Unit Load Device]; During unloading of ULD; Cargo facility; and Other (please describe). The last option includes free text. Section IV explains the changes recommended by DOT's internal review and their potential burden. PHMSA solicits comment.
Q*22 requests flight numbers for cargo or passenger flights that transported the material or to which it was offered. Flight numbers can provide routing and flight details beyond origin and destination, supporting analysis and investigation.
Q*23 and Q*24 retain Q38's passenger-aircraft and cargo/baggage questions. For passenger baggage, Q*25 adds six location choices: “On the passenger's person (on one's person),” “In the cabin,” “In a baggage compartment,” “Checked baggage,” “Gate area,” and “Other (please describe),” with free text. Q*26 asks whether the material carried by the passenger or crewmember was allowed under 49 CFR 175.10 and requests a plain-language description.
A “Cargo” response to Q*24 routes filers to Part 5, which requests shipping-paper information. “Passenger Baggage” routes them through Q*25 and Q*26 and then to Part 6, bypassing Part 5 because baggage may have no shipping paper.
Q*21 corresponds to Q40, with the additional options described in section IV. Section VI provides the crosswalk.
Part 5 retains the shipping-paper or waybill identifier (Q*27), origin (Q*30), and destination (Q*31), corresponding to Q11-Q13. Country fields are added for origin, destination, shipper, and carrier to accommodate non-U.S. locations. Approximately 2 percent of reports from 2010-2023 identified a non-U.S. shipper or shipment origin.
Checkboxes copy information to avoid repeat entry: “Shipper/Offeror same as Reporter” (Q*28), “Same as Shipper/Offeror Address” (Q*30), and “Carrier/Transporter same as Reporter” (Q*31). Filers can instead enter different addresses when these relationships do not apply. The checkboxes are intended to reduce burden.
Q*29 adds a direct shipper contact who knows the shipment and pre-transportation functions. Section IV's Part VIII discussion explains the investigative purpose and expectation that reporting carriers can provide a name, telephone number, and email. When the shipper is the reporter, Q*7 already supplies its main contact. DOT's internal review recommended ensuring investigators can reach both shipper and carrier directly.
Section VI maps the remaining Part 5 fields to the current form.
Part 6 carries forward Q14-Q23 and Q30: UN/NA ID (Q*33), proper shipping name (Q*34), technical trade name where applicable (Q*35), hazard class (Q*36), packing group (Q*37), undeclared shipment (Q*38), TIH (Q*39), hazardous waste (Q*40), and release quantity (Q*41). Section IV explains revisions to the existing fields.
Q*38 adds the definition of “undeclared hazardous material” to the form.
Q*41 combines the release questions discussed under Q19 and Q30: an explicit Yes/No release indicator, quantity as a point estimate or range, and a dedicated unit-of-measure dropdown. A range may reduce burden when a precise estimate is unavailable.
Q*41 also gives release duration its own field, replacing the request within the current Part VI narrative instructions. Duration can inform risk assessment and investigation of exposure affecting the public, environment, transportation workers, and responders. PHMSA solicits comment.
Section VI provides the Part 6 crosswalk.
Part 7 (Q*42) retains Q29's RAM fields unchanged and groups them separately so filers with non-RAM incidents can bypass them. Internal
Part 8 reorganizes Q24-Q28. Section IV, Part III, explains the non-bulk packaging categories and nurse-tank option in Q*43, consolidation of construction-material fields, and other changes to existing packaging questions.
Q*48 adds “Does this Outer Packaging meet UN or DOT specification?” and requests the type of the most recent testing or requalification and the test laboratory or provider. Specification packaging is subject to applicable testing requirements in 49 CFR parts 178 and 180.
Knowing what testing occurred, when, and by whom can support failure investigations and safety advisories. PHMSA may need to examine test results when packaging passes required tests but fails in service. Testing addresses design and manufacture and, where required, continuing qualification and maintenance. PHMSA specifies testing standards and oversees providers; the additional information could inform outreach, policy, regulations, testing practices, or program oversight.
Q*53 adds a rail-only Non-Accident Release (NAR) cause-code question. PHMSA understands that Appendix B of the Association of American Railroads' Non-Accident Release Risk Index publication specifies tank-car NAR cause codes.
Q*51 retains Q25's failure codes. Section IV explains the revised structure, and section VI supplies the crosswalk.
Part 9 carries forward Part IV's questions on hazardous-material fatalities and injuries, other incident fatalities, transportation closures, evacuations, crashes or derailments, and monetary damages above $500. Section IV explains the individual changes.
Q31's emergency-response and cleanup content is divided between Part 1 and Part 9.
Q*61 places environmental remediation and cleanup in Part 9. Section IV's Q31 discussion explains the Yes/No question, the in-house and other-cleanup choices, the request for contracted companies' names, and the routing after each response.
Fire/EMS and Police response information moves to Q*5 in Part 1, with new fields for department names to support follow-up. This separates emergency response from environmental remediation.
Section VI maps the remaining Part 9 fields, including Q*60 to current Q32.
Part 10 combines the incident narrative and recurrence-prevention fields from current Parts VI and VII, with the revised instructions discussed in section IV. It also adds a separate feedback field: “Please describe any issues you encountered while completing this form. Please provide suggestions on how to improve the form or your experience completing and submitting the report.”
Feedback collected during filing could inform continuing improvements, including from filers unable to comment during formal notice periods. PHMSA requests renewal of information collection 2137-0039 every three years and may seek comments and OMB approval for revisions more often. The feedback field would provide additional input for those efforts. Suggestions may also be sent to
This table shows the corresponding data elements of the current and proposed form.
The following estimates come from the supporting statement for the current information collection, 2137-0039.
This notice does not change the NRC telephone-notification requirement or the information collected by telephone. When § 171.15 applies, the person in physical possession of the material must notify the NRC “as soon as practicable but no later than 12 hours after the occurrence of the incident.”
The proposed changes concern the written incident report, DOT Form 5800.1, under §§ 171.15 and 171.16.
Under Executive Order 14192, PHMSA characterizes the proposed revision as a net deregulatory action, reducing average filer burden from 0.9 to 0.38 hours and saving industry approximately $400,000 annually.
The new form adds discrete fields but is designed to reduce completion time by replacing vague, open-ended, or irrelevant questions with specific choices and routing filers past inapplicable sections. For example, for a lithium battery thermal runaway in a carry-on bag aboard an aircraft, the current form requires irrelevant bill-of-lading numbers, manifest details, or release quantities. The new form bypasses those sections and asks three questions specific to battery incidents on aircraft.
PHMSA derived the 0.38-hour electronic-filing estimate from internal SME testing with filers of varying technical expertise and validated it against system log-session metadata. PHMSA considers it a conservative upper-bound estimate because those metrics treat all electronic submissions as manual web interactions, although large entities with established incident databases transmit a substantial share through automated XML batches without filing burden. PHMSA retained the prior 1.6-hour paper-filing estimate without retesting because only 2 percent of filers use paper. PHMSA expects that share to continue declining and paper filings to have a nominal effect on overall burden.
PHMSA invites comments on the proposed form and burden estimates through the two-stage process described in the Overview and will revise them as warranted before submitting the request to OMB.
Review by DOT modal administrations, USCG, and OHMS staff identified the following topics for public comment. Some questions are repeated here to bring the requests together.
1. Carriers submit most reports because they typically possess the material when an incident occurs. Shippers may know more about its classification, packaging, and other shipment characteristics. Communication between them may therefore improve report quality.
a. Should the hazardous materials carrier be required under the HMR to notify the shipper when their shipment is involved in an incident? In practice, do hazardous materials carriers regularly and voluntarily notify the shipper that their shipment was involved in an incident? Anecdotally, PHMSA staff have heard of shippers that are not aware of incidents involving their shipment. How would the regulated industry address this issue in a cost-effective manner?
b. The proposed form asks reporting carriers whether they notified the shipper. PHMSA believes this may indicate whether the parties worked together on the report. In your opinion, is this new question a positive change?
c. In what ways can PHMSA encourage hazardous materials carriers and shippers to work together to ensure that information about an incident is accurate and complete?
2. UAS operations are increasing in number and complexity. Although 14 CFR 107.36 prohibits small UAS from carrying hazardous material, operators may petition FAA for exemptions, including for medical-supply delivery.
a. Should the DOT Form 5800.1 include question(s) about whether a hazardous materials incident involved UAS? Why or why not?
b. If yes, what other information about UAS incidents (
3. In addition to UAS, autonomous or remotely operated vehicles may be used in the future to transport certain hazardous materials in other modes of transportation.
a. Should the hazardous materials incident report form indicate whether a hazardous materials shipment involved an autonomous vehicle or remotely operated vehicle? Why or why not?
b. If yes, what information should be collected with respect to autonomous or remotely operated vehicles involved in a hazardous materials incident?
4. As reflected in the incident data, incidents involving lithium batteries have increased in recent years. They continue to pose heightened safety risks in commercial hazardous materials transportation.
a. What fields should be added to the DOT Form 5800.1 to understand better the nature and consequences of transportation incidents involving lithium batteries?
b. What are the benefits of adding the fields and the burden or costs of filling them out? Do benefits outweigh the costs?
c. Will this new information be reasonably available to the hazardous materials carrier, who is typically the responsible party for reporting the incident?
d. Is this data already collected elsewhere, by a different organization as part of a different data collection?
e. Is PHMSA's DOT Form 5800.1 the best instrument for collecting this new information about lithium battery transportation incidents?
5. What questions, fields, or choices on the current form should be revised or clarified? In your opinion, which revisions or clarifications should be the highest priority to address? Which changes are simply editorial in nature?
6. What questions, fields, or choices on the current form should be removed? Why? What is the trade-off involved in their removal? This trade-off weighs the benefit of the data currently collected versus the burden or cost of collection.
7. What questions, fields, or choices should be added to the form? Why? What is the benefit of adding them? What will be the added burden or cost to collect this new information, especially to filers of DOT Form 5800.1?
8. PHMSA estimates 96 minutes (1.6 hours) for both the current and proposed PDF forms, compared with 48 minutes (0.8 hours) for current electronic filing and 22.8 minutes (0.38 hours) for the proposed electronic version.
a. Are PHMSA's preliminary estimates reasonable for the new form?
b. What specific changes to the new form are most burdensome?
c. What specific changes to the new form save the most time and relieve the most burden?
d. In your opinion, how long will it take on average to fill out and submit the new PDF form?
9. The PDF demonstrates the proposed collection changes; HAZMATICS and XML reporting would also be updated to reflect them.
a. What challenges have you faced in reporting incidents using the HAZMATICS portal? What improvements do you recommend for this portal?
b. What challenges have you faced in reporting incidents via XML data submission? What improvements do you recommend for XML data submission?
Securities and Exchange Commission.
Proposed rule.
The Securities and Exchange Commission (“Commission”) is proposing amendments to modernize certain rules related to proxy solicitations. The proposed amendments would, among other things, eliminate the requirement that registrants deliver an annual report to security holders, eliminate the delivery deadline when documents are incorporated by reference into a proxy statement, eliminate the requirement to file soliciting material regarding certain exempt solicitations, and shorten the minimum broker search period for proxy solicitations. The proposed amendments are intended to update our rules to account for developments since their adoption or last amendment and to simplify compliance for registrants.
This release was published in the
Comments may be submitted by any of the following methods:
• Use the Commission's internet comment form (
• Send an email to
• Send paper comments to Vanessa A. Countryman, Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
Studies, memoranda, or other substantive items may be added by the Commission or staff to the comment file during this rulemaking. A notification of the inclusion in the comment file of any such materials will be made available on the Commission's website. To ensure direct electronic receipt of such notifications, sign up through the “Stay Connected” option at
A summary of the proposal of not more than 100 words is posted on the Commission's website (
David M. Plattner, Special Counsel, or Blake M. Grady, Special Counsel, Office of Mergers and Acquisitions, Division of Corporation Finance, at (202) 551-3440, U.S. Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549.
The Commission is proposing to amend the following rules and forms:
We are proposing amendments to modernize rules related to aspects of the proxy solicitation process. The proposed amendments are intended to, among other things, account for developments since the rules' adoption or last amendment, reduce compliance burdens for registrants, and reduce investor confusion.
Our proposed amendments would:
• Eliminate the requirement that registrants deliver an annual report to security holders;
• Eliminate the requirement to send the proxy statement at least 20 business days before the meeting date if it incorporates information by reference;
• Eliminate the requirement
• Reduce the minimum broker search period in connection with proxy solicitations from 20 business days to five business days;
• Require the inclusion of contact information on proxy statement and information statement cover pages; and
• Revise various rules and forms to reflect such amendments, as well as to correct errors that are technical in nature.
Under 17 CFR 240.14a-3(b) (“Rule 14a-3(b)”), if a proxy solicitation relates to an annual meeting of shareholders, a special meeting in lieu of an annual meeting, or written consent in lieu of such meeting, at which directors are to be elected, the proxy statement must be accompanied or preceded by an annual report to security holders.
More recently, however, because nearly all the disclosure required by Rule 14a-3(b) is also required by Form 10-K, many registrants have adopted the practice of sending shareholders a Form 10-K or a Form 10-K with limited additional disclosure (colloquially referred to as a “Form 10-K wrap”),
We are proposing to amend Rule 14a-3 to eliminate the current delivery requirement for annual reports to security holders and, for registrants that have a Form 10-K already on file for their most recent fiscal year, to eliminate altogether the need to comply with the separate annual report disclosure requirements in Rule 14a-3. Instead, proposed amended Rule 14a-3 would require that a proxy statement relating to a shareholder meeting at which directors will be elected be preceded by either (i) the filing of the registrant's Form 10-K for the registrant's most recent fiscal year on the Commission's Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) in satisfaction of its Form 10-K filing requirement, or (ii) the furnishing of an annual report to security holders on EDGAR that meets the requirements set out in the rule.
In addition, we are proposing to remove, for all registrants other than investment companies, the applicability of Item 201(e) of Regulation S-K, which contains the requirements for the stock performance graph that most
With respect to investment companies, business development companies (“BDCs”) and face-amount certificate companies are subject to Rule 14a-3(b) and therefore currently disclose the stock performance graph required in Item 201(e) of Regulation S-K.
Our proposed amendments are intended to eliminate the redundancy created by requiring registrants to comply with the separate annual report disclosure requirements in Rule 14a-3 and Form 10-K, given that, as discussed above, annual reports to security holders are required to contain substantially the same information as is already required to be included in Forms 10-K. Eliminating this redundancy would reduce costs for registrants and remove duplicative filings that may cause investor confusion. In addition, nothing in the proposed rules, if adopted, would prevent registrants from voluntarily sending Rule 14a-3 annual reports to security holders in connection with shareholder meetings, provided that they also submit such reports on EDGAR, and such reports would continue to fall outside the scope of section 18 liability under the Exchange Act, since they will remain furnished, not filed.
1. The proposed amendments would remove the current requirement that registrants deliver an annual report to security holders, although registrants may choose to send shareholders an annual report to security holders (
2. The proposed amendments would require a registrant, prior to furnishing a proxy statement to shareholders, either to have filed its Form 10-K or have submitted an annual report to security holders on EDGAR. Should we instead only require that a Form 10-K has been filed prior to furnishing a proxy statement to shareholders and remove the alternative of an annual report to security holders having been submitted on EDGAR? What are the potential advantages and disadvantages of removing the alternative of an annual report to security holders having been submitted on EDGAR?
3. In practice, in what circumstances would registrants satisfy their Rule 14a-3(b) obligation, as proposed, by submitting an annual report to security holders on EDGAR rather than filing a Form 10-K? Please provide detailed examples if possible.
4. The proposed amendments would remove the alternative of an annual report to security holders being prepared on an integrated basis pursuant to 17 CFR 240.14a-3(d) and General Instruction H to Form 10-K, whereby issuers may use their Form 10-K, without a “wrap,” to satisfy their annual report requirements.
5. The proposed amendments would eliminate, for all registrants other than investment companies, the stock performance graph currently required by Rule 14a-3(b)(9) and Item 201(e) of Regulation S-K. Should we retain the requirement to disclose the stock performance graph for investment companies? Why or why not? How do investors view the stock performance graph in the context of an investment in an investment company as opposed to other registrants? Alternatively, should we instead retain the requirement for all registrants? If so, should we require that this disclosure be provided in registrants' Forms 10-K or in a different filing?
Note D.3 to Schedule 14A requires registrants to send their proxy statements to shareholders no later than 20 business days prior to the date on which the meeting of such shareholders is held if a document or portion of a document, other than an annual report to security holders, is incorporated by reference into the proxy statement in the manner permitted by Items 13(b) or 14(e)(1) of Schedule 14A. Alternatively, if no meeting is held, proxy statements that incorporate information in such a manner must be sent at least 20 business days prior to the date that the votes, consents or authorizations may be used to effect the corporate action. In proposing the 20-business-day requirement, the Commission stated that the requirement “is designed to address the need for documents incorporated by reference . . . to be delivered to security holders on a timely basis.”
In addition, Form S-4 and Form F-4 contain a similar minimum 20-business-day period requirement when sending a prospectus to security holders prior to a security holder meeting if a registrant incorporates by reference into the form information about the registrant or the company being acquired.
We are proposing to amend Schedule 14A to remove Note D.3 to Schedule 14A.
The requirements in Note D.3 of Schedule 14A and similar requirements in Form S-4 and Form F-4 were adopted before the establishment of EDGAR and the mandatory filing of nearly all disclosure documents on EDGAR. The filings that are permitted to be incorporated by reference into Schedule 14A, Form S-4, and Form F-4 are now available to the investing public without charge on EDGAR,
6. As an alternative to eliminating Note D.3 to Schedule 14A, as well as eliminating General Instruction A.2 to Form S-4 and General Instruction A.2 to Form F-4, should we reduce the 20-business-day requirement in each to a shorter period? If yes, what period of time should be required and why?
Certain types of solicitations are exempt from most of the Federal proxy rules. Under 17 CFR 240.14a-2(b)(1) (“Rule 14a-2(b)(1)”), a solicitation by any person who does not directly or indirectly seek authority to act as proxy and does not furnish or request a form of revocation, abstention, consent, or authorization is exempt from the filing and informational requirements of the Federal proxy rules. Such exempt solicitations remain subject to Rule 14a-9, the antifraud provision of the Federal proxy rules.
17 CFR 240.14a-6(g) (“Rule 14a-6(g)”) sets forth a notice requirement for an exempt solicitation conducted under Rule 14a-2(b)(1) if it is (i) conducted by a person who beneficially owns more than $5 million of a registrant's securities at the commencement of a solicitation (a “large shareholder”), (ii) in writing, and (iii) not already publicly available. Specifically, 17 CFR 240.14a-6(g)(1) requires the soliciting person to furnish to the Commission a Notice of Exempt Solicitation containing the information specified in 17 CFR 240.14a-103, which includes as an exhibit all written soliciting materials sent to any security holder.
The Commission adopted Rule 14a-2(b)(1) in response to concerns that shareholders could be “deterred from discussing management and corporate performance by the prospect of being found after the fact to have engaged in a proxy solicitation.”
We are proposing to rescind Rule 14a-6(g) and the Notice of Exempt Solicitation. As discussed above, the original purpose of the notice was to provide registrants and other market participants with visibility into otherwise non-public exempt solicitations by large shareholders.
The vast majority of Notices of Exempt Solicitation submitted on EDGAR in recent years appear to have been voluntary submissions—either submissions made by shareholders who do not exceed the $5 million threshold or submissions about information that is already publicly available, such as press releases—and thus do not serve the original purpose of the notice.
Such voluntary notices also can be confusing to shareholders because they appear on a registrant's EDGAR page but are not submitted by the registrant, and they appear alongside filings required to be made under our rules.
While we acknowledge that there may be some benefit to shareholders being able to access the communications of other shareholders in a centralized manner on the registrant's dedicated EDGAR page, permitting the registrant's EDGAR page to serve as a repository for the substantial number of such communications obscures mandatory reports, statements and other disclosures on the registrant's EDGAR page.
By eliminating these submissions altogether, the proposed amendments are intended to reduce potential investor confusion
Further, following the elimination of Notices of Exempt Solicitation, shareholders would still be able to notify other shareholders of their exempt solicitations. In January 2026, the Division of Corporation Finance updated its guidance to state that the Commission staff will object to voluntary submissions of Notices of Exempt Solicitation.
Given that most Notices of Exempt Solicitation do not serve the original purpose of Rule 14a-6(g) and the fact that shareholders have alternative means to publish such notices, we propose to rescind the rule.
7. Does Rule 14a-6(g) continue to serve its original purpose such that we should retain the rule? If so, please explain how the rule does so, considering that written solicitations by large shareholders currently are generally also made public through means unrelated to the submission of a Notice of Exempt Solicitation on EDGAR.
8. As mentioned above, in January 2026, the Division of Corporation Finance updated its guidance to state that the staff will object to voluntary submissions of Notices of Exempt Solicitation, which has led to a decline in their frequency, potentially addressing some of the concerns discussed above. Accordingly, instead of rescinding the rule, should we amend the rule to prohibit the submission of voluntary Notices of Exempt Solicitation? For example, should shareholders submitting Notices of Exempt Solicitation be required to certify that they own the requisite amount of securities, with the appropriate liability for such a certification, before they are permitted to submit the Notice of Exempt Solicitation on EDGAR?
9. As an alternative to rescinding the Notice of Exempt Solicitation submission requirement, should we consider adjusting the $5 million ownership threshold that triggers the requirement? If so, what ownership threshold should we adopt and why?
10. As an alternative to rescinding the Notice of Exempt Solicitation submission requirement, should we instead create a filter for Notices of Exempt Solicitation on the registrant's EDGAR page such that the page by default would not display Notices of Exempt Solicitation, but the page would provide an option for users to remove the filter? As an alternative to an optional filter on the registrant's EDGAR page, should we omit the notices from the list of filings on the registrant's EDGAR page and instead add a selection for Notices of Exempt Solicitation on the
11. If the rule is rescinded, as proposed, should a shareholder that engages in an exempt solicitation be required to provide the shareholder's written soliciting material directly to the registrant, to ensure that the registrant is aware of such solicitation? Why or why not? Should such a notice requirement apply to all shareholders, or only to shareholders who meet a certain ownership threshold, such as the current $5 million threshold? Should there be specific requirements regarding how such notices should be delivered?
Rule 14a-13 sets forth the requirements for registrants' dissemination of proxy materials to beneficial owners, including a requirement to supply proxy materials to record holders for distribution to beneficial owners.
In 1974, the Commission adopted then-titled Rule 14a-3(d), which contained a broker search requirement but did not contain a deadline before which the search must be conducted.
Given technological advancements, in particular widespread adoption of the internet and related digital communication tools, which have led to significantly more efficient coordination among the intermediaries involved in the broker search process, the issues and concerns addressed by the Commission in the 1983 Amendments and 1986 Amendments appear no longer to be applicable. In this respect, we understand that the broker search can now often be completed in as few as three days.
The proposed amendment would shorten the broker search period in a manner that better reflects market participants' current technological capabilities, while reducing unnecessary delays, costs, and uncertainty caused by the current broker search period. For many transactions requiring shareholder approval, the 20-business-day broker search period can increase the length of time necessary to consummate a transaction because the record date may not be set earlier than 20 business days after the broker search.
Shortening the broker search period may negatively impact market participants that learn of the record date for a shareholder meeting via the broker search process before the registrant publicly discloses the record date, which is typically not disclosed until the registrant files its definitive proxy statement. For example, the proposed amendments may reduce the amount of time for dissidents to acquire shares of the registrant or coordinate with other investors in advance of a record date, if the registrant elects to conduct the broker search in fewer than the 20 business days required under current Rule 14a-13. In addition, the proposed amendments may reduce the amount of time for shareholders, including financial institutions, to recall shares on loan, potentially increasing the risk that such institutions face challenges in voting the shares in cases where the registrant elects to conduct the broker search in the minimum period required.
We believe, however, that these potential negative impacts are mitigated by the benefits that the proposed rule amendments would create for registrants and their counterparties by reducing transaction delays, costs, and uncertainty caused by the current broker search period, as well as similar benefits in the context of contested director elections or other proxy contests.
12. Is five business days, as proposed, the appropriate minimum period for conducting the broker search? Why or why not? Would 10 business days be a
13. Should we instead adopt a principles-based rule that does not specify the minimum number of days but instead only requires that the time period chosen by the registrant provide sufficient time for proxy materials to be disseminated to beneficial owners? What are the potential advantages and disadvantages of a principles-based rule for broker searches?
14. Would financial institutions have sufficient time to recall loaned shares in cases where the registrant elects to conduct the broker search in five business days under proposed amended Rule 14a-13? If not, how much time would be needed?
15. Are the potential benefits to dissident shareholders in terms of visibility into the record date reason either not to shorten the broker search period or to shorten the search period by fewer days than we have proposed?
16. Alternatively, is the absence of public transparency regarding the broker search process and the setting of a record date, and the fact that dissident shareholders often appear to benefit from non-public information, further justification for shortening the period?
17. Rule 14b-1 sets forth the obligations of registered brokers and dealers, and Rule 14b-2 sets forth similar obligations of banks, associations, and certain other entities, in connection with the prompt forwarding of certain registrant communications to beneficial owners. Under 17 CFR 240.14b-1(b)(1), brokers and dealers must respond to the registrant no later than seven business days after the date they receive a broker search inquiry with the approximate number of customers of the broker-dealer who are beneficial owners of the registrant's securities. Under 17 CFR 240.14b-2(b), banks must respond to the registrant within one business day with the names and addresses of all respondent banks and must respond within seven business days with the approximate number of customers of the bank who are beneficial owners of the registrant's securities. Should these time periods, or any other time periods in Rule 14b-1 or Rule 14b-2, also be shortened in connection with the proposed amendment? If so, what specific revisions to the time periods would be appropriate and why? What would be the associated costs and benefits of such revisions?
18. Are there considerations unique to investment companies presented in these amendments we should consider? For example, investment companies often have large, diffuse, and retail-oriented shareholder bases,
We are proposing to revise the cover pages of Schedule 14A and Schedule 14C to require the inclusion of contact information—a name, address, and telephone number—for a representative who can respond to questions or comments regarding the filing. The address included may be an electronic mail address.
We are also proposing certain amendments that are technical in nature, including removal of obsolete references to the mailing of sets of materials to the staff of the Commission and correction of certain typographical errors, that are not necessarily related to our other proposed amendments.
The table below describes each of our conforming amendments to rules and forms in response to the proposed amendments discussed herein.
The
19. Should we make these conforming and technical amendments as proposed?
We request and encourage any interested person to submit comments on any aspect of the proposed amendments, other matters that might have an impact on the proposed amendments, and any suggestions for additional changes. With respect to any comments, we note that they are of greatest assistance if accompanied by supporting data and analysis of the issues addressed in those comments and by alternatives to our proposals where appropriate.
This action is a significant regulatory action under section 3(f) of Executive Order 12866 and has been reviewed by the Office of Management and Budget, consistent with Executive Order 14215. This action, if finalized as proposed, is expected to be an Executive Order 14192 deregulatory action.
We are mindful of the costs imposed by, and the benefits obtained from, our rules. Securities Act section 2(b)
The proposed amendments are intended to modernize certain rules related to proxy solicitations by updating requirements whose original rationale has been substantially displaced by technological developments, such as the establishment of EDGAR and the widespread adoption of the internet and electronic communications. As discussed in section II, multiple rules we propose to amend were adopted decades ago to address specific informational and coordination problems arising from the paper-based delivery system then in use. Since the adoption of these requirements, the Commission established EDGAR, which makes virtually all disclosure documents publicly available without charge, and electronic delivery has become the predominant means by which registrants communicate with shareholders. These developments have changed the informational environment in which the existing requirements operate. In some instances, technological developments have rendered these requirements redundant while they continue to impose compliance costs on registrants; in others, the requirements have come to be used in ways that diverge from their original purpose and generate unintended consequences.
In this context, the proposed amendments respond to four identifiable inefficiencies in the current
Second, as discussed in section II.B, Note D.3 to Schedule 14A and parallel requirements in Form S-4 and Form F-4 were adopted to give shareholders sufficient time to obtain and review documents incorporated by reference before a meeting or vote. These documents are now publicly available on EDGAR and accessible through hyperlinks in the incorporating filing. The original delivery concern has therefore been substantially mitigated, while the 20-business-day requirement continues to impose delays, costs, and uncertainty on registrants and transaction counterparties.
Third, as discussed in section II.C, Rule 14a-6(g) was adopted to provide public visibility into written, non-public exempt solicitations by large shareholders (
Fourth, as discussed in section II.D, Rule 14a-13's 20-business-day minimum broker search period was adopted to accommodate delays in the paper-based, multi-step process for distributing proxy materials to beneficial owners. Technological advancements have substantially shortened that process, and the Commission understands that broker searches can now often be completed in as few as three days. The existing minimum period may therefore create unnecessary delay and uncertainty for registrants and their counterparties without remaining necessary to ensure timely delivery of proxy materials. The minimum period also determines how long information about an upcoming record date circulates among intermediaries and before public disclosure in the registrant's definitive proxy statement. Shortening that interval may reduce the opportunity for certain market participants, including dissident shareholders and certain broker-clients, to obtain and act on record-date information before public disclosure. It may also reduce the time available for institutions that learn of the record date through the broker search process to recall loaned shares in order to vote.
In each case, the proposed amendments would update the regulatory framework to reflect current technology and market practices and reduce compliance costs associated with requirements whose original rationale has been substantially displaced by technological developments. We consider below the potential benefits and costs of the proposed rules and their likely effects on efficiency, competition, and capital formation. Many of the benefits and costs are difficult to quantify or estimate with any degree of certainty. Where we are unable to quantify the economic effects of the proposal, we provide a qualitative assessment of the potential effects and encourage commenters to provide data and information that would help quantify the benefits and costs of the proposed rules, and the potential impacts of the proposed rules on efficiency, competition, and capital formation.
The baseline against which we measure the benefits, costs, and effects on efficiency, competition, and capital formation of the proposed amendments consists of the current regulatory framework and the current practices for proxy solicitations.
Rule 14a-3(b) requires that, if a proxy solicitation relates to an annual meeting of shareholders, a special meeting in lieu of an annual meeting, or written consent in lieu of such meeting, at which directors are to be elected, the proxy statement be accompanied or preceded by an annual report to security holders.
Note D.3 to Schedule 14A requires registrants to send their proxy statements to shareholders no later than 20 business days prior to the shareholder meeting when documents are incorporated by reference. Forms S-4 and F-4 impose a similar 20-business-day minimum when a prospectus incorporating by reference information about the registrant or the company being acquired is sent to shareholders prior to a shareholder meeting.
Rule 14a-2(b)(1) exempts from most Federal proxy regulations “[a]ny solicitation by or on behalf of any person who does not, at any time during such solicitation, seek directly or indirectly, either on its own or another's behalf, the power to act as proxy for a security holder and does not furnish or otherwise request, or act on behalf of a person who furnishes or requests, a form of revocation, abstention, consent or authorization.”
This framework allows shareholders to communicate their views without the requirement to comply with many of the preparation, filing, and delivery requirements that apply to other solicitations. In practice, shareholders have used exempt solicitations as a relatively quick and lower-cost means of publicizing their views. One study shows that exempt solicitations may be used by shareholders to support shareholder proposals.
Rule 14a-13 requires registrants to ask record holders how many copies of proxy materials they will need to forward to beneficial owners.
Electronic record keeping and communications have substantially accelerated this process. Widespread adoption of the internet and related digital communication tools have led to significantly more efficient coordination among the intermediaries involved in the broker search process.
Concurrently with the proposed amendments outlined in this release, the Commission is separately proposing to rescind Rule 14a-8 under the Exchange Act, which governs when a company must include a proposal submitted by a shareholder in the company's proxy materials for the purposes of voting at shareholder meetings.
The proposed amendments could affect all registrants subject to the Federal proxy rules. These include registrants with a class of equity securities registered under section 12 of the Exchange Act
As of December 31, 2025, we estimate that 5,357 companies had a class of securities registered under section 12, including 142 BDCs.
As of December 31, 2025, 2,720 registered investment companies were subject to the Federal proxy rules. These registered investment companies were associated with the following funds: (i) 12,710 open-end funds, out of which 4,194 were exchange-traded funds (“ETFs”) registered as open-end funds or open-end funds that had an ETF share class; (ii) 707 closed-end funds; (iii) 15 variable annuity separate accounts registered as management investment companies; (iv) 414 variable annuity separate accounts registered as unit investment trusts; (v) 239 variable insurance contracts registered as unit investment trusts; (vi) 40 other unit investment trusts; and (vii) two face-amount certificate companies.
The proposed rescission of Rule 14a-6(g) would also affect shareholders that submit Notices of Exempt Solicitation. From 1997 to 2025, 311 unique filers submitted 3,376 notices of exempt solicitation under submission type PX14A6G concerning 751 unique registrants. One study of PX14A6G submissions from 1997 through 2019 found that approximately 75 percent were made within 30 days prior to the meeting date.
The proposed amendments to Rule 14a-13 could also affect participants in securities lending markets—including short sellers, lenders of shares, and broker-dealers that facilitate share lending and borrowing transactions—by shortening the minimum broker search period. Short sellers generally transact through introducing broker-dealers. We estimate that there were 614 introducing broker-dealers that originated short-sale trades in equities in 2025.
The proposed amendments would generate economic effects for registrants and investors. We analyze below the likely benefits and costs of the individual provisions of the proposed rules for investors and registrants.
As described in section II.A, the proposed amendments to Rule 14a-3 would eliminate the current delivery requirement for annual reports to security holders and, for registrants that have a Form 10-K already on file for their most recent fiscal year, would eliminate altogether the need to comply with the separate annual report disclosure requirements in Rule 14a-3. Registrants that do not have a Form 10-K on file would satisfy their Rule 14a-3(b) obligation by furnishing an annual report to security holders on EDGAR, without the need to deliver such report to security holders.
Based on staff analysis, in calendar year 2025, registrants submitted 3,157 annual reports to security holders. We estimate that 90 percent of registrants filing proxy statements on Schedule 14A and information statements on Schedule 14C would rely on a previously filed Form 10-K.
For registrants opting to satisfy the requirements of Rule 14a-3(b) by the submission of an annual report to security holders on EDGAR, the proposed amendment would also eliminate the cost of delivering such report to shareholders.
The proposed amendments would separately eliminate the stock performance graph required by Item 201(e) of Regulation S-K for all registrants other than investment companies,
While the proposed amendments would reduce compliance costs for registrants, they may also impose costs on investors, including retail investors, through three channels discussed below. First, the proposed amendment, together with conforming amendments to Rule 14a-16, could change how investors obtain the information contained in the annual report to security holders. The annual report would no longer be required to be delivered to security holders; the registrant's proxy materials would no longer be required to explain how a security holder may request a copy of the annual report; the annual report would no longer be among the paper or electronic materials that registrants must provide to record holders and respondent banks upon request; and the annual report would no longer be part of the full set of proxy materials delivered to security holders under Rule 14a-16(n). Investors would instead obtain the registrant's Form 10-K, or an annual report furnished on EDGAR, directly from EDGAR.
As a result, the proposed amendments may increase search costs; however, we expect these to be modest for most investors. EDGAR filings are available without charge and contain search tools such that filings can be located by company name and/or submission type.
Second, investors may lose direct access through the annual report to certain information not required in the Form 10-K. Information about a change in a registrant's certifying accountant would remain available through disclosure under Item 4.01 of Form 8-K filed on EDGAR. Investors seeking the information currently presented in the Item 201(e) stock performance graph would instead need to rely on alternative sources, such as financial-data providers or registrant websites. In addition, annual reports may also include CEO shareholder letters, which can contain valuable information that may provide investors with additional perspective on the registrant's performance, strategy, or outlook. One
Third, the Form 10-K may be less readable for some investors than a well-prepared annual report. As noted in section II.A, the Commission has historically encouraged registrants to deliver annual reports to security holders rather than Forms 10-K to disclose financial information in advance of annual meetings, in part because annual reports to security holders may present financial and operational information in a more accessible format and with less technical language.
The magnitude of the costs and benefits discussed above for each registrant and its shareholders would likely be greater for registrants that currently satisfy the requirements of Rule 14a-3 by sending a separate annual report to security holders and lower for registrants who send a Form 10-K wrap or Form 10-K.
As described in section II.B, the proposed amendments would eliminate Note D.3 to Schedule 14A and the corresponding minimum 20-business-day period requirements in Forms S-4 and F-4, which were adopted to ensure timely delivery of incorporated documents to security holders prior to a meeting or vote. Since the adoption of these requirements, however, EDGAR has been established and nearly all disclosure documents are now required to be filed on EDGAR, making them publicly available without charge.
Benefits from eliminating the Note D.3 requirement would also arise in the context of routine annual meeting proxy statements and other corporate actions in which documents are incorporated by reference, though the magnitude of those benefits may be smaller than in the transaction context. The Commission lacks data with which to quantify these benefits, which would depend on the frequency and nature of transactions and other corporate actions subject to the current requirements, the magnitude of delays and associated costs attributable to the current minimum period, the extent to which investors use the full 20-business-day period to request, receive, and review incorporated documents before voting, and the extent to which affected registrants currently manage timing risk through other means.
The proposed amendments may impose costs on investors through three channels. First, eliminating the minimum 20-business-day period would permit registrants to shorten the period shareholders may request, receive, and review a copy of documents incorporated by reference into the proxy statement. A shorter period could reduce the quality of voting decisions if investors have insufficient time to locate (or request and receive from the registrant), review, and understand the incorporated information.
Second, the proposed amendments may increase search costs for some retail investors, because they would need to locate information incorporated by reference in the registrant's proxy statement on EDGAR, unless they request a copy of the incorporated information from the registrant.
Third, the proposed amendments may impose costs for shareholders in the merger and business combination context. Shareholders voting on a merger or business combination registered on a Form S-4 or Form F-4 registration statement may have less time to review financial statements and other information about the registrant and the company being acquired that is incorporated by reference into the form. The magnitude of this cost would depend on the extent to which shareholders are able to access incorporated documents on EDGAR, or request and receive incorporated documents from the registrant, promptly and the complexity of the information incorporated by reference in a given transaction.
As described in section II.C, the proposed amendments would rescind Rule 14a-6(g), eliminating the requirement for large shareholders to submit Notices of Exempt Solicitation on EDGAR.
The proposed amendments would create benefits for large shareholders by reducing compliance burdens. Such large shareholders would no longer need to submit their exempt written soliciting material on EDGAR. Large shareholders would also no longer need to determine whether they beneficially own securities with a market value over $5 million or whether their exempt solicitations are already public. Based on the most recent number of Notices of Exempt Solicitation submissions, we assume that the average number of submissions that would be made on an annual basis under Rule 14a-6(g) absent the proposed amendments is 286.
We estimate that the aggregate annual compliance cost savings from eliminating the requirement to submit Notices of Exempt Solicitation is approximately $280,000.
The proposed amendments would also reduce costs for registrants to the extent that registrants currently expend resources responding to exempt solicitations and informing shareholders of their views on issues raised in those solicitations.
The proposed rulemaking may also generate some benefits for non-soliciting investors. The removal of Notices of Exempt Solicitations from registrants' EDGAR pages may simplify these pages and make it easier for investors to identify and access registrants' required filings and mandatory filings by third parties. The magnitude of this benefit would depend on the extent to which the current volume of Notice of Exempt Solicitation submissions impedes investors' ability to navigate registrants' EDGAR pages efficiently and the extent to which investors use EDGAR search functions to navigate to registrants' required filings and mandatory filings by third parties.
We expect that the proposed elimination of the requirement for large shareholders to submit a Notice of Exempt Solicitation would generate certain costs for both shareholders and registrants. Regarding shareholders, it would remove a cost-efficient vehicle for large shareholders to inform other shareholders about their exempt solicitations on issues up for a vote or other areas of concern they have related to the registrant. This cost is most directly applicable to large shareholders who beneficially own more than $5 million of a registrant's securities and who conduct non-public written exempt solicitations—the population of filers for whom Rule 14a-6(g) was originally designed.
In addition, to the extent that the information provided in the form is credible and useful to shareholders' voting and investment decisions, eliminating the form would have some cost to investors. For example, one study
Registrants may bear costs as a result of the proposed rulemaking because they may lose access to useful information on exempt solicitations. If the filings of exempt written soliciting materials on EDGAR offer valuable information and provide a cost-effective means for management to gather perspectives of multiple shareholders on various decisions and, based on this information, formulate responses to such views, the elimination of these filings would impede management's ability to timely access such information. The magnitude of this cost depends on the degree to which EDGAR submissions provide registrants with information that would not otherwise be available through alternative channels. As noted in section IV.A.1, the Commission lacks data on the extent to which registrants currently rely on EDGAR submissions, rather than on other channels such as press releases and public announcements, to learn of exempt solicitations.
As described in section II.D, the proposed amendment would shorten the minimum broker search period under Rule 14a-13 from 20 business days to five business days.
The shortening of the minimum period would create certain benefits for registrants and their counterparties. It would reduce the risk of external issues (such as market volatility or regulatory changes) arising during the search period that could be costly to the registrant and its counterparties. For example, in votes on mergers, negative market movement could depress the offer price or a new bidder could emerge during the broker search period, thereby increasing uncertainty surrounding whether and when the transaction will be completed. Similar issues may also arise in the context of contested director elections or other proxy contests. By shortening the broker search period, the proposed amendment could mitigate such costs.
In addition, the proposed shortening of the broker search period could generate benefits for various investors by reducing the window during which non-public information about an upcoming shareholder meeting record date may be obtained and traded upon by certain market participants. Academic research provides evidence of informational leakages from brokers to certain clients, enabling those clients to obtain advance access to information ahead of public disclosure.
The proposed amendment may also reduce opportunities for “empty
Reducing the minimum broker search period from 20 to five business days would shorten the interval during which market participants may learn of a record date before public disclosure. This could reduce opportunities to borrow shares strategically to acquire voting rights and improve the alignment between voting outcomes and the preferences of shareholders with a substantive economic interest in the registrant. However, the magnitude of this benefit is uncertain. Empirical evidence on the prevalence and economic significance of empty voting is mixed, and some studies suggest that, although institutional investors have the ability to engage in the practice, they may not do so frequently.
Reducing the minimum broker search period from 20 to five business days could also impose costs on share lenders that seek to recall loaned shares in order to vote.
Borrowers could also face higher costs because they would have less time to obtain replacement financing or purchase shares to satisfy a recall. These costs may be limited because the current T+1 settlement cycle generally provides time to complete a recall before the record date, and borrowers would likely still have ample time to borrow or purchase the shares without substantial market impact. The costs to share lenders and borrowers may also be mitigated when registrants publicly disclose record dates before beginning the broker search or voluntarily conduct the broker search more than five business days before the record date. We cannot estimate the magnitude of these effects, which would depend on registrants' disclosure and broker search practices, the frequency of share recalls, and the time borrowers require to obtain replacement shares.
The proposed rulemaking may also impose costs on shareholders seeking to accumulate shares or voting support before a shareholder meeting. By shortening the period between the broker search and the record date, the amendment could leave shareholders who learn of the record date through that process less time to accumulate shares, recall loaned shares, or coordinate with other investors.
However, as discussed in section II.D, the current broker search process is non-public and dissident shareholders that learn of a record date through that process may have an informational advantage over other investors. Shortening the period during which they can act on that information could therefore reduce informational asymmetry, so a cost to dissident shareholders may also represent a benefit to other market participants. The Commission lacks data to quantify these effects or related costs to share lenders and borrowers discussed above. Their magnitude would depend on the time borrowers need to purchase or borrow shares to satisfy recalls without materially increasing transaction costs and the extent to which dissident shareholders currently rely on advance knowledge of record dates to accumulate shares or coordinate their activities.
We do not expect the proposed amendment to impose additional costs on registrants by leaving insufficient time to complete the broker search. As discussed in section II.D and section IV.A, technological advancements, in particular the widespread adoption of the internet and related digital
As described in section II.E, the proposed amendment would require the cover pages of Schedule 14A and Schedule 14C to identify a representative who can respond to questions or comments regarding the filing and provide that representative's name, address, and telephone number. Unlike most of the other proposed amendments discussed in section IV.B, this proposed amendment would impose a new compliance requirement on registrants.
The proposed requirement would generate two categories of benefit. First, it could facilitate communication between Commission staff and filers and allow staff inquiries to be resolved more quickly. Currently, the cover pages of Schedule 14A and Schedule 14C do not require the identification of a specific contact representative, which may require staff to identify appropriate contacts through other means. To the extent delays in resolving staff inquiries impose costs on registrants, including by potentially delaying the staff's review and comment process for a filing or the scheduling of a shareholder meeting, the proposed requirement could reduce those costs.
Second, publicly identifying an appropriate contact could also make it easier for shareholders to direct questions to the filer. The magnitude of this benefit would depend on how readily shareholders can already obtain suitable information from other sources, including the contact information already required in registration statements and tender offer statements filed with the Commission.
We estimate that adding a representative's contact information on the cover page of Schedule 14A and Schedule 14C would generate a compliance cost of approximately $63 per filing for approximately 6,111 Schedule 14A and Schedule 14C filings annually,
Public disclosure of a representative's name, address, and telephone number on the cover page of Schedule 14A and Schedule 14C may generate ancillary costs for some registrants, including the cost of responding to unsolicited communications. These costs would likely vary with the registrant's size and the volume of communications received. The Commission invites commenters to provide data on these ancillary costs.
In the Rule 14a-8 Proposal, the Commission has proposed to rescind Rule 14a-8 in its entirety and to amend Rule 14a-4(c). If adopted as proposed, the Federal proxy rules would (i) no longer require companies to include in their proxy materials shareholder proposals that satisfy certain procedural and substantive requirements established under Federal law, (ii) companies would be provided with greater flexibility to seek discretionary voting authority from shareholders, and shareholders would be provided with greater control over when the company may exercise that authority with respect to their individual shares. The Rule 14a-8 Proposal, if adopted as proposed, could result in an increase or a decrease in the number of exempt solicitations and thus an increase or decrease to the benefits and costs discussed in connection with the proposed amendments to Rule 14a-6.
The proposed rescission of Rule 14a-8 in conjunction with the proposed amendments to Rule 14a-4(c) could reduce the number of shareholder proposals that companies include in their proxy materials. On one hand, exempt solicitations would remain available as an alternative to the Rule 14a-8 submission process, and thus shareholders may elect to use exempt solicitations for shareholder engagement.
On the other hand, some Notices of Exempt Solicitation are submitted in conjunction with the submission of shareholder proposals.
In addition, as discussed in section IV.B.4, shortening the broker search period could leave shareholders who learn of the record date through that process less time to accumulate shares, recall loaned shares, or coordinate with other investors. This could increase the cost of shareholder campaigns and, at the margin, reduce the frequency or likelihood of success. To the extent that the proposed amendments to Rule 14a-4(c) independently reduce the expected probability of success of proposals submitted outside of Rule 14a-8, the proposed amendment to Rule 14a-13 could compound that effect, further reducing the frequency or likelihood of success of shareholder campaigns. These constraints could also affect other investors to the extent shareholder
Throughout this economic analysis, we have estimated monetized benefits and costs per filing and submission. In this section, we present aggregate measures of these monetized effects. These totals include only benefits and costs that are monetized in the economic analysis and thus do not encompass all of the proposed amendments' benefits and costs.
Economic Analysis Tables 1 and 2 report the benefits and costs, respectively, that are monetized in this economic analysis, aggregated across all affected entities and instances of filing and submission each year. We are only able to quantify the direct benefits and costs of the rule that are due to the compliance cost savings and increases, respectively. To aggregate these monetized effects we use estimates of the number of affected filings and burdens under the Paperwork Reduction Act of 1995
We estimate that the total aggregate annual monetized benefit is approximately $7.7 million and the total aggregate annual monetized cost is approximately $450,000. We discuss these estimates further in sections IV.B.1, IV.B.3, and IV.B.5.
Consistent with the requirements of Executive Order 12866, the Commission reports estimated total monetized benefits and costs for all affected entities in two additional ways specified in OMB Circular A-4.
Economic Analysis Table 3 reports annualized aggregate monetized benefits and costs using real discount rates of three percent and seven percent over a 10-year horizon.
The proposed amendments could affect efficiency through several channels. Several of the proposed amendments address requirements that have remained unchanged while the need for them has evolved as a result of technological developments. To the extent that eliminating or shortening these requirements removes regulatory burden that is no longer justified by the investor protection rationale that originally motivated it, the proposed amendments would improve regulatory efficiency. For instance, registrants relying on a previously filed Form 10-K under amended Rule 14a-3 would no longer also need to comply with separate requirements in Rule 14a-3(b) regarding disclosure required in an annual report to security holders. Registrants would also no longer need to observe minimum periods under Rule 14a-13, Note D.3 to Schedule 14A, and the corresponding provisions of Forms S-4 and F-4 that may exceed the time now required to complete the relevant processes. To the extent investors would continue to receive substantially the same information, these amendments would allow disclosure to be produced and disseminated using fewer resources, improving productive efficiency.
The proposed rescission of Rule 14a-6(g) presents a different case. It would reduce the resources expended by shareholders preparing Notices of Exempt Solicitation and, in some cases, by registrants responding to them, but it would also eliminate a channel through which information is disseminated to other shareholders. Its effect on efficiency would therefore depend on the value of the information no longer made available through EDGAR relative to the resources saved.
The rescission of Rule 14a-6(g) could also improve informational efficiency if removing voluntary Notices of Exempt Solicitation makes decision-useful information on registrants' EDGAR pages easier to identify.
The proposed requirement to include contact information on the cover pages of Schedule 14A and Schedule 14C would impose a small incremental compliance cost on registrants, partially offsetting these productive efficiency gains.
Shortening the minimum broker search period could also affect informational efficiency through the securities-lending market. Stock lenders may have less time to recall shares before a record date, increasing the costs or reducing the flexibility associated
Shortening or eliminating the minimum periods under Note D.3 to Schedule 14A and Forms S-4 and F-4 could reduce the window available for a competing bidder to emerge, conduct diligence, and submit a superior offer before the transaction closes. To the extent a longer window would have allowed a higher-valuing acquirer to emerge or increased consideration to target shareholders, narrowing it could result in an efficiency cost. We cannot quantify this effect, which would depend on the frequency of competing bids during the minimum period and market participants' ability to pursue competing transactions on a shorter timeline.
The Commission does not expect the proposed amendments to have a substantial impact on competition overall, though it discusses below certain marginal effects of these proposed amendments.
The elimination of the Notice of Exempt Solicitation requirement could modestly affect the relative ability of different shareholders to publicize their views to other shareholders at low cost. According to a study,
Shortening the broker search period could affect the relative positions of incumbent management and shareholders seeking to influence a registrant's governance. As discussed in section IV.B.4, the amendment would reduce the time available for a shareholder that learns of a record date through the broker search process to accumulate shares or coordinate with other shareholders, while imposing no comparable constraint on the registrant conducting the search. However, the non-public nature of the current broker search process means that dissident shareholders who learn of the record date through the broker search currently possess an informational advantage that is not shared by other investors. To the extent that the proposed amendment reduces this informational asymmetry, what appears as a competitive cost to dissident shareholders may simultaneously represent a competitive benefit to other market participants.
The proposed amendments to Rule 14a-3, Note D.3 to Schedule 14A, and the contact information requirement are not expected to generate significant effects on competition among the registrants in the same product market.
The Commission does not expect the proposed amendments to have a substantial impact on capital formation overall, though it discusses below certain marginal effects of these proposed amendments.
Shortening the minimum broker search period could impact capital formation through several channels. It could reduce the period during which intervening events create uncertainty for pending transactions and reduce the opportunity for record-date information to be disclosed selectively before public announcement. These effects could improve perceptions of market fairness and support capital formation.
Similarly, the proposed elimination of the minimum 20-business-day period in Forms S-4 and F-4 could affect capital formation through its effects on transaction timing and cost. These forms register securities issued in business combinations, and the current
The proposed amendments may also affect capital formation positively or negatively by changing the costs of maintaining reporting-company status and the information available to investors. Reductions in recurring proxy-compliance costs (including compliance cost reductions from eliminating the annual report delivery requirement, the stock performance graph requirement, and the Notice of Exempt Solicitation requirement)
The proposed rescission of Rule 14a-6(g) could similarly affect capital formation on the margin. The rescission could reduce the frequency of efforts by large shareholders to influence management at underperforming registrants, which could affect the quality of capital allocation decisions at registrants where shareholder monitoring is currently an important governance mechanism. We are unable to quantify these effects because they depend on behavioral responses (
The proposed contact information requirement is not expected to generate significant capital formation effects. The compliance cost of the requirement is modest, and any benefits from improved communication efficiency between Commission staff and registrants are unlikely to affect registrants' cost of capital in a material way.
The proposed amendments would eliminate Note D.3 to Schedule 14A and the corresponding minimum-period requirements in General Instruction A.2 to Forms S-4 and F-4. As an alternative, the Commission could retain a shorter minimum period, such as ten business days.
This alternative would preserve a minimum period for security holders to request, receive, and review documents incorporated by reference into proxy statements or prospectuses before voting, while reducing the potential delay, cost, and uncertainty associated with the current 20-business-day period. A shorter fixed period would also provide registrants and their counterparties with certainty about the applicable requirement.
The economic effects of this alternative would depend on how the registrant furnishes its proxy materials. Registrants delivering a full set of proxy materials under Rule 14a-16(n) are not subject to Rule 14a-16(a)'s timing requirement and thus Note D.3 may factor into their timing considerations. The difference between this alternative and the proposal would thus be relevant to registrants that deliver full sets of proxy materials and incorporate documents by reference, and among transactions using Forms S-4 and F-4.
Compared to the proposed amendments, shortening (as opposed to eliminating) the 20-business-day period would lead to smaller reductions in the time and uncertainty associated with completing transactions requiring shareholder approval,
The proposed amendments would rescind Rule 14a-6(g), thus eliminating the requirement for large shareholders to submit Notices of Exempt Solicitation. As an alternative, we could amend the existing rule to prevent voluntary filings of Notices of Exempt Solicitation by shareholders that do not meet the requirements of the large shareholder definition. Such an alternative would allow the continued use of a cost-efficient vehicle for some shareholders to inform other shareholders about their exempt solicitations. Also, it could be beneficial to registrants as it would allow them access to potentially useful information on exempt solicitations. Like the proposed amendments, such an alternative would also increase costs for shareholders who now file such notices voluntarily because they would otherwise be limited to other ways to communicate with other shareholders. It would also increase costs for large shareholders who would have to determine whether they do indeed meet the requirements of the large shareholder definition. If such costs are large enough, large shareholders may disclose exempt solicitations via other channels (
Another alternative regarding the rescission of Rule 14a-6(g) would be to modify the registrant's EDGAR page such that Notices of Exempt Solicitation are displayed similarly to insider filings such as Form 3, Form 4, and Form 5, thereby preventing the registrant's EDGAR page from serving as a repository for a substantial number of
The proposed amendments to Rule 14a-13 would shorten the minimum broker search period from 20 business days to five business days. The Commission could alternatively shorten the broker search period to a different number of days. The magnitude of these economic effects relative to the proposal depends on how much time is enough to mitigate the costs while achieving the benefits.
Relative to the proposal, a broker search period longer than five days but shorter than 20 days would have lower benefits than the proposal. For example, the alternative would result in an increased risk of external issues arising before the meeting, an increased risk of trading on non-public information about the meeting, and increased opportunities for empty voting. At the same time, such an alternative could reduce the potential costs on share lenders and share borrowers and could reduce the costs faced by dissident shareholders, which could improve the likelihood of success in their campaigns. If these costs of the proposal were to prove to be significant relative to an alternative of a longer broker search period, registrants could always voluntarily provide more than five days for the broker search.
Relative to the proposal, a broker search period shorter than five days could have greater benefits than the proposal. The costs, however, could also be greater. In particular, securities lenders would have even less flexibility on timing their loan recalls and dissidents would have even less time to build support for shareholder campaigns, increasing the costs of shareholder campaigns and reducing the likelihood of their success.
The proposed amendment to Rule 14a-13 would shorten the minimum broker search period from 20 business days to five business days. As a related alternative, the Commission could also shorten the response periods established under Rules 14b-1 and 14b-2, which govern the obligations of brokers, dealers, banks, and other intermediaries to respond to broker search inquiries and forward proxy materials to beneficial owners.
Under current Rule 14b-1(b)(1), a registered broker or dealer must respond to a registrant's broker search inquiry no later than seven business days after receipt of the inquiry with the approximate number of customers who are beneficial owners of the registrant's securities. Under current Rule 14b-2(b), a bank or other intermediary must respond within one business day with the names and addresses of any respondent banks, and within seven business days with the approximate number of beneficial-owner customers.
Under the proposed five-business-day minimum broker search period, the existing seven-business-day response period for brokers and dealers under Rule 14b-1(b)(1) and the seven-business-day response period for banks under Rule 14b-2(b) would exceed the proposed minimum broker search period itself. If intermediaries were to respond within the maximum time currently permitted under Rules 14b-1 and 14b-2, registrants would not receive responses before the record date when conducting a broker search at the proposed five-business-day minimum. This potential misalignment could limit the practical utility of the shortened broker search period for registrants and their counterparties.
To address this potential misalignment, the Commission could shorten the response periods under Rules 14b-1 and 14b-2 in conjunction with the proposed amendment to Rule 14a-13. For example, the Commission could shorten the seven-business-day response period for brokers and dealers under Rule 14b-1(b)(1) and the corresponding seven-business-day response period for banks under Rule 14b-2(b) to a period consistent with the proposed five-business-day minimum broker search period, such as three business days. The one-business-day response period for banks to provide the names and addresses of respondent banks under Rule 14b-2(b) could be retained, as it already falls within the proposed minimum broker search period.
This alternative would generate benefits by ensuring that the shortened broker search period under Rule 14a-13 operates effectively in practice and that intermediaries' response obligations are consistent with the shortened timeframe. To the extent that the current seven-business-day response periods under Rules 14b-1 and 14b-2 would otherwise constrain registrants' ability to complete the broker search process within the proposed five-business-day minimum period, shortening those response periods would amplify the benefits of the proposed Rule 14a-13 amendment, including reductions in transaction delay, costs, and uncertainty, and a narrower window for information leakage regarding upcoming record dates.
This alternative could also impose costs on brokers, dealers, and banks. Shorter response periods would require intermediaries to complete their internal processes for identifying beneficial owners and compiling responses more quickly. Intermediaries that currently rely on the full seven-business-day response period might have to invest in operational infrastructure, personnel, or automated systems. These costs may vary across intermediaries depending on their size, technological capabilities, and the complexity of their beneficial-owner records.
The Commission also recognizes that investment companies may present distinct considerations in this context. As discussed in section II.D, investment companies often have large, diffuse, and retail-oriented shareholder bases and are
We request comments on all aspects of our economic analysis, including the potential costs and benefits of the proposed amendments and alternatives, and whether the proposed amendments, if adopted, would promote efficiency, competition, and capital formation. Commenters are requested to provide empirical data, estimation methodologies, and other factual support for their views, in particular, on the estimates of costs and benefits. In addition, we request comments on the following:
20. Have we correctly characterized the baseline for the Proposed Amendments? If not, what other baseline information is relevant to the Proposed Amendments?
21. Have we correctly characterized the benefits and costs to affected parties in the above analysis? Are there other effects that should be considered? Please provide supportive data to the extent available.
22. What would be the costs and benefits for a registrant of the proposed elimination of the requirement to submit Notices of Exempt Solicitation? For instance, to what extent do registrants currently rely on Notices of Exempt Solicitation submitted on EDGAR, rather than on other channels such as press releases and public announcements, to learn of exempt solicitations conducted by large shareholders? Please provide estimates where possible.
23. What would be the costs and benefits for investors of the proposed elimination of the requirement to submit Notices of Exempt Solicitation? Please provide estimates where possible.
24. What would be the costs and benefits for a registrant of the proposed elimination of the requirement to send the proxy statement at least 20 business days before the meeting date if it incorporates information by reference? For instance, how frequently do investors use the full 20-business-day period to request, receive, and review incorporated documents before voting? Please provide estimates where possible.
25. What would be the costs and benefits for investors of the shortening of the minimum broker search period? Please provide estimates where possible.
26. What would be the costs and benefits for securities lenders of the shortening of the minimum broker search period? Please provide estimates where possible.
27. What would be the costs and benefits for short sellers of the shortening of the minimum broker search period? Please provide estimates where possible.
28. What would be the costs and benefits for a registrant of the proposed elimination of the requirement to furnish annual reports to security holders? In particular, what are the current costs to registrants of delivering annual reports to security holders, and how do those costs vary depending on registrant size, shareholder base, the proportion of shareholders who have opted into electronic delivery, and the number of shareholders requesting paper copies? Please provide estimates where possible.
29. What would be the costs and benefits for investors of the proposed elimination of the requirement to furnish annual report to security holders? Please provide estimates where possible.
30. What would be the costs and benefits for a registrant of the proposed elimination of the delivery deadline when documents are incorporated by reference into the proxy statement? Please provide estimates where possible.
31. What would be the costs and benefits for investors of the proposed elimination of the delivery deadline when documents are incorporated by reference into the proxy statement? Please provide estimates where possible.
32. What would be the costs and benefits for a registrant of the proposal to require contact information on proxy statement and information statement cover pages? Please provide estimates where possible.
33. What would be the costs and benefits for investors of the proposal to require contact information on proxy statement and information statement cover pages? Please provide estimates where possible.
34. Have we correctly characterized the effects on efficiency, competition, and capital formation from the proposed rescission and related amendments? Are there any other effects that should be considered? Please provide supportive data to the extent available.
35. Do the reasonable alternatives accurately assess the economic effects of the alternatives relative to the proposals? Please explain. Are there any other reasonable alternatives that we should have considered? If so, what are the economic effects of those alternatives relative to the proposal?
Certain provisions of our rules, schedules, and forms that would be affected by the proposed amendments contain “collection of information” requirements within the meaning of the PRA. We are submitting the proposed amendments to the Office of Management and Budget (“OMB”) for review and approval in accordance with the PRA and its implementing regulations.
• Schedule 14A (OMB Control No. 3235-0059);
• Schedule 14C (OMB Control No. 3235-0057); and
• Form 10-K (OMB Control No. 3235-0063).
The schedules and form listed above were adopted under the Exchange Act. A description of the proposed amendments, including the need for the information and its proposed use, as well as a description of the likely respondents and a discussion of the potential economic effects of the proposed amendments can be found in sections II and IV above.
The following PRA Table 1 summarizes the estimated effects of the proposed amendments on the paperwork burdens associated with the affected schedules and form.
We estimate below the incremental and aggregate change in paperwork burden as a result of the proposed amendments. These estimates represent the average burden for all respondents, both large and small. In deriving our estimates, we recognize that the burdens will likely vary among individual respondents based on a number of factors, including the size and complexity of their business. These estimates include the time and the cost of preparing and reviewing disclosure, filing documents, and retaining records. We believe that some respondents would experience costs in excess of this average and some respondents would experience less than the average costs. Our methodologies for deriving these estimates are discussed in section V.B above.
For purposes of this PRA analysis, the burden is generally allocated between burden hours and costs. The cost burden generally reflects the portion of the burden carried by outside professionals, while the burden hours generally reflect the portion of the burden carried by the respondent internally. The following PRA Table 2 summarizes the estimated total annual number of responses, the average burden hours per response, and the average cost burden per response for each information collection affected by the proposed amendments and, using those amounts, calculates the estimated total annual burden hours and total annual cost burden associated with each affected collection of information under the proposed amendments. The total annual burden hours and cost burdens are rounded to the nearest whole number, and the burden hours per response and cost burden per response are rounded to the second decimal point.
The following PRA Table 3 summarizes the current and requested paperwork burdens and calculates the changes to affected information collections' estimated responses and
Pursuant to 44 U.S.C. 3506(c)(2)(B), we request comment in order to:
• Evaluate whether the proposed changes to the collections of information are necessary for the proper performance of the functions of the Commission, including whether the information will have practical utility;
• Evaluate the accuracy of our estimates of the changes in burden hours and cost burden that would result from adoption of the proposed amendments;
• Determine whether there are ways to enhance the quality, utility, and clarity of the information to be collected;
• Evaluate whether there are ways to minimize the burden of the collections of information on those who respond, including through the use of automated collection techniques or other forms of information technology; and
• Evaluate whether the proposed amendments would have any effects on any other collection of information not previously identified in this section.
Any member of the public may direct to us any comments concerning the accuracy of these burden estimates and any suggestions for reducing these burdens. Persons submitting comments on the collection of information requirements should direct them to the OMB Desk Officer for the Securities and Exchange Commission,
For purposes of Subtitle E of the Small Business Regulatory Enforcement Fairness Act of 1996 (also known as the Congressional Review Act),
• An annual effect on the U.S. economy of $100 million or more;
• A major increase in costs or prices for consumers or individual industries; or
• Significant adverse effects on competition, investment, or innovation.
To help inform OMB's determination as to whether any final rule that results from the proposal would be a “major rule,” the Commission solicits comment and data on:
• The potential effect on the U.S. economy on an annual basis;
• Any potential increase in costs or prices for consumers or individual industries; and
• Any potential effect on competition, investment, or innovation.
Commenters are requested to provide empirical data and other factual support for their views, to the extent possible, to inform OMB's determination regarding whether any final rule following this proposal is likely to be a “major rule” for the purposes of the Congressional Review Act.
When an agency issues a rulemaking proposal, the Regulatory Flexibility Act (“RFA”)
The proposed amendments are intended to, among other things, account for developments since the rules' adoption or last amendment, reduce compliance burdens for registrants, and reduce investor confusion.
The proposed amendments would:
• Eliminate the requirement that registrants deliver an annual report to security holders;
• Eliminate the requirement to send the proxy statement at least 20 business days before the meeting date if it incorporates information by reference;
• Eliminate the requirement to submit a notice regarding certain exempt solicitations;
• Reduce the minimum broker search period in connection with proxy solicitations from 20 business days to five business days;
• Require the inclusion of contact information on proxy statement and information statement cover pages; and
• Revise various rules and forms to reflect such amendments, as well as to correct errors that are technical in nature.
The reasons for, and objectives of, the proposed amendments are discussed in more detail in section II above.
The amendments contained in this release are being proposed under the authority set forth in the Securities Act, particularly sections 6, 7, 10, 19(a), and 28 thereof, the Exchange Act, particularly sections 3, 12, 13, 14, 15, 23(a), 35A, and 36 thereof, the Investment Company Act, particularly sections 6, 8, 20, 23, 24, 30, 31, 37, and 38 thereof; and the Trust Indenture Act, particularly section 319(a) thereof.
The proposed amendments would affect some issuers that are small entities. The RFA defines “small entity” to mean “small business,” “small organization,” or “small governmental jurisdiction.”
If adopted, the proposed amendments would, among other things:
• Eliminate the requirement that registrants deliver an annual report to security holders;
• Eliminate the requirement to send the proxy statement at least 20 business days before the meeting date if it incorporates information by reference;
• Eliminate the requirement to submit a notice regarding certain exempt solicitations;
• Reduce the minimum broker search period in connection with proxy solicitations from 20 business days to five business days;
• Require the inclusion of contact information on proxy statement and information statement cover pages; and
• Revise various rules and forms to reflect such amendments, as well as to correct errors that are technical in nature.
The proposed amendments should reduce compliance costs for small entities and other issuers. In this respect, the proposed amendments would apply to small entities to the same extent as other entities, regardless of size. We refer to the discussion of the proposed amendments' economic effects on all affected parties, including small entities, in section IV above.
We do not believe the proposed amendments would duplicate, overlap, or conflict with other existing Federal rules.
The RFA directs us to consider alternatives that would accomplish our stated objectives, while minimizing any significant adverse impact on small entities. In connection with the proposed amendments, 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 rules for small entities;
• Using performance rather than design standards; and
• Exempting small entities from all or part of the requirements.
The proposed amendments are intended to, among other things, account for developments since the rules' adoption or last amendment, reduce compliance burdens for registrants, and reduce investor confusion. We believe the proposed amendments should reduce compliance costs for smaller and other entities and are equally appropriate for issuers of all sizes that would be affected. As a result, we do not believe it appropriate to propose different compliance or reporting requirements or timetables for small entities; clarify, consolidate, or simplify compliance and reporting requirements for small entities; or exempt small entities from the proposed amendments. We have used design rather than performance standards in connection with the proposed amendments to promote clarity and comparability.
We encourage the submission of comments with respect to any aspect of this IRFA. In particular, we request comments regarding:
• The number of small entities that may be affected by the proposed amendments;
• The existence or nature of the potential impact of the proposed amendments on small entities discussed in the analysis;
• How the proposed amendments could further lower the burden on small entities; and
• How to quantify the impact of the proposed amendments.
Comments will be considered in the preparation of the Final Regulatory Flexibility Analysis, if the proposed amendments are adopted, and will be placed in the same public file as comments on the proposed amendments themselves.
We are proposing the rule and form amendments contained in this document under the authority set forth in sections 6, 7, 10, 19(a), and 28 of the Securities Act, as amended; sections 3, 12, 13, 14, 15, 23(a), 35A, and 36 of the Exchange Act, as amended; sections 6, 8, 20, 23, 24, 30, 31, 37, and 38 of the Investment Company Act; and section 319(a) of the Trust Indenture Act.
Administrative practice and procedure, Authority delegations (Government agencies), Brokers, Electronic filing, Fraud Reporting and recordkeeping requirements, Securities, Trusts and trustees.
For the reasons set forth in the preamble, the Commission is proposing to amend title 17, Chapter II of the Code of Federal Regulations as follows:
5 U.S.C. 552, 552a, 552b, and 557; 11 U.S.C. 901 and 1109(a); 15 U.S.C. 77c, 77e, 77f, 77g, 77h, 77j, 77o, 77q, 77s, 77u, 77z-3, 77ggg(a), 77hhh, 77sss, 77uuu, 78b, 78c(b), 78d, 78d-1, 78d-2, 78e, 78f, 78g, 78h, 78i, 78k, 78k-1, 78l, 78m, 78n, 78o, 78o-4, 78q, 78q-1, 78t-1, 78u, 78w, 78ll(d), 78mm, 78eee, 80a-8, 80a-20, 80a-24, 80a-29, 80a-37, 80a-41, 80a-44(a), 80a-44(b), 80b-3, 80b-4, 80b-5, 80b-9, 80b-10(a), 80b-11, 7202, and 7211
(f) * * *
(18) * * *
(ii) Is unable to comply with the requirements of Rule 14a-3(b) or Rule 14c-3(a) under the Act for audited
15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-5, 78w, 78ll, 78mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-31(c), 80a-37, 80a38(a), 80a-39, 80b-11 and 7201
The revisions read as follows:
(e)
(1) For a registrant that is an investment company, provide a line graph comparing the yearly percentage change in the registrant's cumulative total shareholder return on a class of common stock registered under section 12 of the Exchange Act (as measured by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the registrant's share price at the end and the beginning of the measurement period; by the share price at the beginning of the measurement period) with:
3. The information required by Item 304(a) need not be provided for a company being acquired by the registrant that is not subject to the filing requirements of either section 13(a) or 15(d) of the Exchange Act, or, because of section 12(i) of the Exchange Act, has not submitted to the Commission an annual report to security holders pursuant to Rule 14a-3 or Rule 14c-3 for its latest fiscal year.
15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, and Public Law 112-106, sec. 201(a), sec. 401, 126 Stat. 313 (2012), unless otherwise noted.
(a) * * *
(2) * * *
(i) On Form 10-K, Form 10-Q, Form 8-K (§ 249.308 of this chapter), or in an annual report to security holders pursuant to Rule 14a-3 under the Securities Exchange Act of 1934 (§ 240.14a-3 of this chapter); or
(b) * * *
(2) Has filed its report or reports on Form 10-K, Form 10-Q, Form 8-K, Form 20-F, Form 40-F, or Form 6-K, or has submitted to the Commission in electronic format, in accordance with the EDGAR Filer Manual, an annual report to security holders pursuant to Rule 14a-3(b)(2) (§ 240.14a-3(b)(2) of this chapter) containing such information. A registrant may use other methods to make an earning statement “generally available to its security holders” for purposes of the last paragraph of section 11(a).
(a) * * *
(b) * * *
(1) A forward-looking statement (as defined in paragraph (c) of this section) made in a document filed with the Commission, in Part I of a quarterly report on Form 10-Q (§ 249.308a of this chapter), or in an annual report to security holders meeting the requirements of Rule 14a-3(b)(2) or 14c-3(a)(2) under the Securities Exchange Act of 1934 (§ 240.14a-3(b)(2) or 240.14c-3(a)(2) of this chapter), a statement reaffirming such forward-looking statement after the date the document was filed or the annual report was made publicly available, or a forward-looking statement made before the date the document was filed or the date the annual report was publicly available if such statement is reaffirmed in a filed document, in Part I of a quarterly report on Form 10-Q, or in an annual report made publicly available within a reasonable time after the making of such forward-looking statement; Provided, that
(2) Information that is disclosed in a document filed with the Commission, in Part I of a quarterly report on Form 10-Q (§ 249.308a of this chapter) or in an annual report to security holders meeting the requirements of Rules 14a-3(b)(2) or 14c-3(a)(2) under the Securities Exchange Act of 1934 (§§ 240.14a-3(b)(2) or 240.14c-3(a)(2) of this chapter) and that relates to:
(b) * * *
(2) * * *
(i) The registrant's annual report to security holders pursuant to Rule 14a-3(b)(2) (§ 240.14a-3(b)(2) of this chapter) under the Securities Exchange Act of 1934 (
(b) * * *
(2) * * *
(ii) * * *
(A) The issuer's annual report to security holders, for the most recent fiscal year, if any, if such annual report meets the requirements of Rules 14a-3(b)(2) or 14c-3(a)(2) under the Exchange Act (§ 240.14a-3(b)(2) or § 240.14c-3(a)(2) of this chapter), the definitive proxy statement filed in connection with the most recent annual meeting (or special meeting in lieu of the annual meeting) of security holders, or written consent in lieu of such meeting, at which directors are to be elected, and if requested by the purchaser in writing, a copy of the issuer's most recent Form 10-K (§ 249.310 of this chapter) under the Exchange Act.
15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3, 77sss(a), 78c(b), 78l, 78m, 78n, 78n-1, 78o(d), 78w(a), 78ll, 80a-6(c), 80a-8, 80a-29, 80a-30, 80a-37, 7201
(a) * * *
(1) * * *
(iii) Statements, reports, and schedules filed with the Commission pursuant to sections 13, 14, 14A(d), 15(d), or 16(a) of the Exchange Act (15 U.S.C. 78m, 78n, 78n-1(d), 78o(d), and 78p(a));
(xxiv) Annual reports to security holders furnished under § 240.14a-3(b)(2)(xiii) of this chapter or § 240.14c-3(b) of this chapter, under the requirements of Form 10-K (§ 249.310 of this chapter) filed by registrants under Exchange Act Section 15(d) (15 U.S.C. 78o(d)), or by foreign private issuers filed on Form 6-K (§ 249.306 of this chapter) under § 240.13a-16 of this chapter or § 240.15d-16 of this chapter;
(xxv) Notices of exempt preliminary roll-up communications furnished for the information of the Commission pursuant to § 240.14a-6(n) of this chapter (Rule 14a-6(n));
(d) For electronically filed ASCII documents, the performance graph required by Item 201(e) of Regulation S-K (§ 229.201(e) of this chapter), and the line graph that is to appear in registrant annual reports to security holders, as required by paragraph (b)(7)(ii) of Item 27 of Form N-1A (§ 274.11A of this chapter), must be furnished to the Commission by presenting the data in tabular or chart form within the electronic ASCII document, in compliance with paragraph (a) of this section and the formatting requirements of the EDGAR Filer Manual.
(e) Notwithstanding the provisions of paragraphs (a) through (d) of this section, electronically filed HTML documents must present the following information in an HTML graphic or image file within the electronic submission in compliance with the formatting requirements of the EDGAR Filer Manual: The performance graph required by Item 201(e) of Regulation S-K (§ 229.201(e) of this chapter), and the line graph that is to appear in registrant annual reports to security holders, as required by paragraph (b)(7)(ii) of Item 27 of Form N-1A (§ 274.11A of this chapter); and any other graphic material required by rule or form to be filed with the Commission. Filers may, but are not required to, submit any other graphic material in an HTML document by presenting the data in an HTML graphic or image file within the electronic filing, in compliance with the formatting requirements of the EDGAR Filer Manual. However, filers may not present in a graphic or image file information such as text or tables that users must be able to search and/or download into spreadsheet form (
15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 77sss, 78c, 78l, 78m, 78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 78ll, 78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a13, 80a-24, 80a-26, 80a-29, 80a-30, 80a-37, and sec. 71003 and sec. 84001, Pub. L. 114-94, 129 Stat. 1321, unless otherwise noted.
The text of Form S-3 does not, and this amendment will not, appear in the Code of Federal Regulations.
The amendments read as shown in Appendix A to this document.
The text of Form S-4 does not, and these amendments will not, appear in the Code of Federal Regulations.
The text of Form F-4 does not, and these amendments will not, appear in the Code of Federal Regulations.
15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f, 78g, 78i, 78j, 78j-1, 78j-4, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4, 78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78dd, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 1681w(a)(1), 6801-6809, 6825, 7201
(b) * * *
(1) A forward-looking statement (as defined in paragraph (c) of this section) made in a document filed with the Commission, in Part I of a quarterly report on Form 10-Q, § 249.308a of this chapter, or in an annual report to security holders meeting the requirements of Rules 14a-3(b)(2) or 14c-3(a)(2) (§ 240.14a-3(b)(2) or § 240.14c-3(a)(2)), a statement reaffirming such forward-looking statement after the date the document was filed or the annual report was made publicly available, or a forward-looking statement made before the date the document was filed or the date the annual report was made publicly available if such statement is reaffirmed in a filed document, in Part I of a quarterly report on Form 10-Q, or in an annual report made publicly available within a reasonable time after the making of such forward-looking statement;
(2) Information that is disclosed in a document filed with the Commission in Part I of a quarterly report on Form 10-Q (§ 249.308a of this chapter) or in an annual report to security holders meeting the requirements of Rules 14a-3(b)(2) or 14c-3(a)(2) under the Act (§ 240.14a-3(b)(2) or § 240.14c-3(a)(2) of this chapter) and that relates to:
The revisions read as follows:
(b) If the solicitation is made on behalf of the registrant, other than an investment company registered under the Investment Company Act of 1940, and relates to an annual (or special meeting in lieu of the annual) meeting of security holders, or written consent in lieu of such meeting, at which directors are to be elected, each proxy statement furnished pursuant to paragraph (a) of this section must be preceded by either:
(1) The filing of the registrant's annual report on Form 10-K for the registrant's most recent fiscal year pursuant to Section 13(a) or 15(d) of the Act that contains financial statements for the registrant's most recent fiscal year; or
(2) The furnishing of an annual report to security holders in accordance with the following requirements:
(i) The report must include, for the registrant and its subsidiaries, consolidated and audited balance sheets as of the end of the two most recent fiscal years and audited statements of income and cash flows for each of the three most recent fiscal years prepared in accordance with Regulation S-X (part 210 of this chapter), except that the provisions of Article 3 (other than §§ 210.3-03(e), 210.3-04 and 210.3-20) and Article 11 shall not apply. Any financial statement schedules or exhibits or separate financial statements which may otherwise be required in filings with the Commission may be omitted. If the financial statements of the registrant and its subsidiaries consolidated in the annual report filed or to be filed with the Commission are not required to be audited, the financial statements required by this paragraph may be unaudited. A smaller reporting company may provide the information in Article 8 of Regulation S-X (§ 210.8 of this chapter) in lieu of the financial information required by this paragraph 9(b)(1).
If the financial statements for a period prior to the most recently completed fiscal year have been examined by a predecessor accountant, the separate report of the predecessor accountant may be omitted in the report to security holders, provided the registrant has obtained from the predecessor accountant a reissued report covering the prior period presented and the successor accountant clearly indicates in the scope paragraph of his or her report (a) that the financial statements of the prior period were examined by other accountants, (b) the date of their report, (c) the type of opinion expressed by the predecessor accountant and (d) the substantive reasons therefore, if it was other than unqualified. It should be noted, however, that the separate report of any predecessor accountant is required in filings with the Commission. If, for instance, the financial statements in the annual report to security holders are incorporated by reference in a Form 10-K, the separate report of a predecessor accountant shall be filed in Part II or in Part IV as a financial statement schedule.
For purposes of complying with § 240.14a-3, if the registrant has changed its fiscal closing date, financial statements covering two years and one period of 9 to 12 months shall be deemed to satisfy the requirements for statements of income and cash flows for the three most recent fiscal years.
(ii) Financial statements and notes thereto must be presented in roman type at least as large and as legible as 10-point modern type. If necessary for convenient presentation, the financial statements may be in roman type as large and as legible as 8-point modern type. All type must be leaded at least 2 points. Any presentation of financial information must be consistent with the data in the financial statements contained in the report and, if appropriate, should refer to relevant portions of the financial statements and notes thereto.
(iii) Where the annual report to security holders is delivered through an electronic medium, registrants may satisfy legibility requirements applicable to printed documents, such as type size and font, by presenting all required information in a format readily communicated to investors.
(iv) The report must contain the supplementary financial information required by Item 302 of Regulation S-K (§ 229.302 of this chapter).
(v) The report must contain information concerning changes in and disagreements with accountants on accounting and financial disclosure required by Item 304(b) of Regulation S-K (§ 229.304(b) of this chapter).
(vi) The report must contain management's discussion and analysis of financial condition and results of operations required by Item 303 of Regulation S-K (§ 229.303 of this chapter).
(vii) The report must contain the quantitative and qualitative disclosures about market risk required by Item 305 of Regulation S-K (§ 229.305 of this chapter).
(viii) The report must contain a brief description of the business done by the registrant and its subsidiaries during the most recent fiscal year which will, in the opinion of management, indicate the general nature and scope of the business of the registrant and its subsidiaries.
(ix) The report must contain information relating to the registrant's
(x) The report must contain the market price of and dividends on the registrant's common equity and related security holder matters required by Items 201(a), (b) and (c) of Regulation S-K (§ 229.201(a), (b) and (c) of this chapter).
(xi) Subject to the foregoing requirements, the report may be in any form deemed suitable by management and the information required by paragraphs (b)(2)(i) to (x) of this section may be presented in an appendix or other separate section of the report, provided that the attention of security holders is called to such presentation.
(xii) Paragraph (b) of this section shall not apply, however, to solicitations made on behalf of the registrant before the financial statements are available if a solicitation is being made at the same time in opposition to the registrant and if the registrant's proxy statement includes an undertaking in bold face type to furnish such annual report on Form 10-K or annual report to security holders to all persons being solicited at least 20 calendar days before the date of the meeting or, if the solicitation refers to a written consent or authorization in lieu of a meeting, at least 20 calendar days prior to the earliest date on which it may be used to effect corporate action.
(c) Any annual report to security holders, whether furnished to security holders pursuant to paragraph (b)(2) of this section or otherwise, must be submitted in electronic format, in accordance with the EDGAR Filer Manual, to the Commission not later than the date on which such report is made available to security holders or a proxy statement furnished pursuant to paragraph (a) is first sent or given to security holders, whichever date is later. The report is not deemed to be “soliciting material” or to be “filed” with the Commission or subject to this regulation otherwise than as provided in this Rule, or to the liabilities of section 18 of the Act, except to the extent that the registrant specifically requests that it be treated as a part of the proxy soliciting material or incorporates it in the proxy statement or other filed report by reference.
(d) [Reserved]
(e)
(1)
(i) A registrant will be considered to have delivered a proxy statement or Notice of internet Availability of Proxy Materials, as described in § 240.14a-16, to all security holders of record who share an address if:
(A) The registrant delivers one proxy statement or Notice of internet Availability of Proxy Materials, as applicable, to the shared address;
(B) The registrant addresses the proxy statement or Notice of internet Availability of Proxy Materials, as applicable, to the security holders as a group (for example, “ABC Fund [or Corporation] Security Holders,” “Jane Doe and Household,” “The Smith Family”), to each of the security holders individually (for example, “John Doe and Richard Jones”) or to the security holders in a form to which each of the security holders has consented in writing;
Unless the registrant addresses the proxy statement or Notice of internet Availability of Proxy Materials to the security holders as a group or to each of the security holders individually, it must obtain, from each security holder to be included in the household group, a separate affirmative written consent to the specific form of address the registrant will use.
(C) The security holders consent, in accordance with paragraph (e)(1)(ii) of this section, to delivery of one proxy statement;
(D) With respect to delivery of the proxy statement or Notice of internet Availability of Proxy Materials, the registrant delivers, together with or subsequent to delivery of the proxy statement, a separate proxy card for each security holder at the shared address; and
(E) The registrant includes an undertaking in the proxy statement to deliver promptly upon written or oral request a separate copy of the proxy statement or Notice of internet Availability of Proxy Materials, as applicable, to a security holder at a shared address to which a single copy of the document was delivered.
(ii)
(A)
(
(
(
(
(B)
(
(
(
(
(
(
(
(
(
The notice should be written in plain English. See § 230.421(d)(2) of this chapter for a discussion of plain English principles.
(
(
The registrant can assume that a street address is residential unless the registrant has information that indicates the street address is a business.
(iii)
(iv)
A person other than the registrant making a proxy solicitation may deliver a single proxy statement to security holders of record or beneficial owners who have separate accounts and share an address if: (a) the registrant or intermediary has followed the procedures in this section; and (b) the registrant or intermediary makes available the shared address information to the person in accordance with § 240.14a-7(a)(2)(i) and (ii).
(2) Notwithstanding paragraphs (a) and (b) of this section,
(i) Unless state law requires otherwise, a registrant's obligation to send a proxy statement or Notice of internet Availability of Proxy Materials to a security holder is suspended if:
(A) A proxy statement or a Notice of internet Availability of Proxy Materials for two consecutive annual meetings has been mailed to such security holder's address and has been returned as undeliverable; or
(B) All, and at least two, payments (if sent by first class mail) of dividends or interest on securities, or dividend reinvestment confirmations, during a twelve month period, have been mailed to such security holder's address and have been returned as undeliverable.
(ii) If any such security holder delivers or causes to be delivered to the registrant written notice setting forth such security holder's then current address for security holder communications purposes, the registrant's obligation to send a proxy statement or a Notice of internet Availability of Proxy Materials under this section is reinstated.
The revisions read as follows:
(a)
(b)
(c)
(g) [Reserved]
(h)
(i) * * *
(2) For all other proxy submissions, no fee shall be required.
(n) * * *
(2) At the commencement of that solicitation both owns five percent (5%) or more of the outstanding securities of a class that is the subject of the proposed roll-up transaction, and engages in the business of buying and selling limited partnership interests in the secondary market, shall furnish to the Commission, not later than three days after the date an oral or written solicitation by that person is first made, sent or provided to any security holder, a statement containing the information specified in the Notice of Exempt Preliminary Roll-up Communication (§ 240.14a-104). Any amendment to such statement shall be furnished to the Commission not later than three days after a communication containing revised material is first made, sent or provided to any security holder.
The revisions read as follows:
D. * * *
3. [Reserved]
F. Include an undertaking to provide, without charge, to each person to whom a proxy statement is delivered, upon written or oral request of such person and by first class mail or other equally prompt means within one business day of receipt of such request, a copy of the registrant's annual report on Form 10-K (§ 249.310 of this chapter), including the financial statements and the financial statement schedules, required to be filed with the Commission pursuant to Rule 13a-1 (§ 240.13a-1 of this chapter) under the Act for the registrant's most recent fiscal year, and the address (including title or department) and telephone numbers to which such a request is to be directed. In the discretion of management, a registrant need not undertake to furnish without charge copies of all exhibits to its Form 10-K, provided that the copy of the annual report on Form 10-K furnished without charge to requesting security holders is accompanied by a list briefly describing all the exhibits not contained therein and indicating that the registrant will furnish any exhibit upon the payment of a specified reasonable fee, which fee shall be limited to the registrant's reasonable expenses in furnishing such exhibit. A registrant shall furnish a copy of its annual report on Form 10-K (§ 249.310 of this chapter) to a beneficial owner of its securities upon receipt of a written request from such person that sets forth a good faith representation that, as of the record date for the solicitation requiring the furnishing of the proxy statement, the person making the request was a beneficial owner of securities entitled to vote. With respect to investment companies registered under the Investment Company Act of 1940, refer to Item 22(a)(3)(iii) of this Schedule in lieu of this Note.
Instruction to Item 7. The information disclosed pursuant to paragraph (d) of this Item 7 will not be deemed incorporated by reference into any filing under the Securities Act of 1933 (15 U.S.C. 77a
Instructions
3. If the plan to be acted upon is set forth in a written document, a copy shall be filed with the Commission at the time copies of the proxy statement and form of proxy are first filed pursuant to paragraph (a) or (b) of § 240.14a-6 as an appendix to the proxy statement. It need not be provided to security holders unless it is a part of the proxy statement.
(a) State that only one proxy statement or Notice of internet Availability of Proxy Materials, as applicable, is being delivered to
(b) Undertake to deliver promptly upon written or oral request a separate copy of the proxy statement or Notice of internet Availability of Proxy Materials, as applicable, to a security holder at a shared address to which a single copy of the documents was delivered and provide instructions as to how a security holder can notify the registrant that the security holder wishes to receive a separate copy of a proxy statement or Notice of internet Availability of Proxy Materials, as applicable;
(c) Provide the phone number and address to which a security holder can direct a notification to the registrant that the security holder wishes to receive a separate proxy statement, or Notice of internet Availability of Proxy Materials, as applicable, in the future; and
(d) Provide instructions how security holders sharing an address can request delivery of a single copy of proxy statements or Notices of internet Availability of Proxy Materials if they are receiving multiple copies of proxy statements or Notices of internet Availability of Proxy Materials.
The revisions read as follows:
(b) * * *
(1) The broker or dealer shall respond, by first class mail or other equally prompt means, directly to the registrant no later than seven business days after the date it receives an inquiry made in accordance with § 240.14a-13(a) or § 240.14c-7(a) by indicating, by means of a search card or otherwise:
(i) * * *
(ii) The number of customers of the broker or dealer who are beneficial owners of the registrant's securities who have objected to disclosure of their names, addresses, and securities positions; and
(2) The broker or dealer shall, upon receipt of the proxy, other proxy soliciting material, and/or information statement from the registrant or other soliciting person, forward such materials to its customers who are beneficial owners of the registrant's securities no later than five business days after receipt of the proxy material or information statement.
At the request of a registrant, or on its own initiative so long as the registrant does not object, a broker or dealer may, but is not required to, deliver one proxy statement, information statement, or Notice of internet Availability of Proxy Materials to more than one beneficial owner sharing an address if the requirements set forth in § 240.14a-3(e)(1) (with respect to proxy statements and Notices of internet Availability of Proxy Materials) and § 240.14c-3(c) (with respect to information statements and Notices of internet Availability of Proxy Materials) applicable to registrants, with the exception of § 240.14a-3(e)(1)(i)(E), are satisfied instead by the broker or dealer.
(c) * * *
(1) * * *
(i) Not include information in its response pursuant to paragraph (b)(1) of this section or forward proxies (or in lieu thereof requests for voting instructions), proxy soliciting material, or information statements pursuant to paragraph (b)(2) of this section to such beneficial owners; and
(ii) * * *
(2) A broker or dealer need not satisfy its obligations under paragraphs (b)(2), (b)(3) and (d) of this section if the registrant or other soliciting person, as applicable, does not provide assurance of reimbursement of the broker's or dealer's reasonable expenses, both direct and indirect, incurred in connection with performing the obligations imposed by paragraphs (b)(2), (b)(3) and (d) of this section.
(3) In its response pursuant to paragraph (b)(1) of this section, a broker or dealer shall not include information about proxy statements or information statements that will not be delivered to security holders sharing an address because of the broker or dealer's reliance on the procedures referred to in the Note to paragraph (b)(2) of this section.
(d) * * *
(5) Notwithstanding any other provisions in this paragraph (d), if the broker or dealer receives copies of the proxy statement from the soliciting person with instructions to forward such materials to beneficial owners, the broker or dealer:
(i) Shall either:
(A) Prepare a Notice of internet Availability of Proxy Materials and forward it with the proxy statement; or
(B) Incorporate any information required in the Notice of internet Availability of Proxy Materials that does not appear in the proxy statement into the broker or dealer's request for voting instructions to be sent with the proxy statement;
The revisions read as follows:
(a) * * *
(2) * * *
If more than one person shares voting power or if the instrument creating that voting power provides that such power shall be exercised by different persons depending on the nature of the corporate action involved, all persons entitled to exercise such power shall be deemed beneficial owners; Provided, however, that only one such beneficial owner need be designated among the beneficial owners to receive proxies or requests for voting instructions, other proxy soliciting material and/or information statements, if the person so designated assumes the obligation to disseminate, in a timely manner, such materials to the other beneficial owners.
(b) * * *
(1) * * *
(ii) * * *
(B) The following:
(3) Upon receipt of the proxy, other proxy soliciting material and/or information statement from the registrant or other soliciting person, the bank shall forward such materials to each beneficial owner on whose behalf it holds securities, no later than five business days after the date it receives such material and, where a proxy is solicited, the bank shall forward, with the other proxy soliciting material, either:
At the request of a registrant, or on its own initiative so long as the registrant does not object, a bank may, but is not required to, deliver one proxy statement, information statement, or Notice of internet Availability of Proxy Materials to
(c) * * *
(1) * * *
(i) Include information in its response pursuant to paragraph (b)(1) of this section; or forward proxies (or in lieu thereof requests for voting instructions), proxy soliciting material or information statements pursuant to paragraph (b)(3) of this section to such beneficial owners; or
(ii) * * *
(2) The bank need not satisfy its obligations under paragraphs (b)(2), (b)(3), (b)(4) and (d) of this section if the registrant or other soliciting person, as applicable, does not provide assurance of reimbursement of its reasonable expenses, both direct and indirect, incurred in connection with performing the obligations imposed by paragraphs (b)(2), (b)(3), (b)(4) and (d) of this section.
(3) * * *
(4) In its response pursuant to paragraph (b)(1)(ii)(A) of this section, a bank shall not include information about proxy statements or information statements that will not be delivered to security holders sharing an address because of the bank's reliance on the procedures referred to in the Note to paragraph (b)(3) of this section.
(d) * * *
(5) Notwithstanding any other provisions in this paragraph (d), if the bank receives copies of the proxy statement from the soliciting person with instructions to forward such materials to beneficial owners, the bank:
(i) Shall either:
(A) Prepare a Notice of internet Availability of Proxy Materials and forward it with the proxy statement; or
(B) Incorporate any information required in the Notice of internet Availability of Proxy Materials that does not appear in the proxy statement into the bank's request for voting instructions to be sent with the proxy statement;
(a) If the information statement relates to an annual (or special meeting in lieu of the annual) meeting, or written consent in lieu of such meeting, of security holders at which directors of the registrant, other than an investment company registered under the Investment Company Act of 1940, are to be elected, it must be preceded by either:
(1) The filing of the registrant's annual report on Form 10-K for the registrant's most recent fiscal year pursuant to Section 13(a) or 15(d) of the Act that contains financial statements for the registrant's most recent fiscal year; or
(2) The submission of an annual report to security holders in accordance with the requirements in paragraphs (b)(2)(i) through (xi) of § 240.14a-3.
(b) An annual report to security holders pursuant to paragraph (a)(2) must be submitted in electronic format, in accordance with the EDGAR Filer Manual, to the Commission not later than the date on which such report is made available to security holders or an information statement pursuant to § 240.14c-2(a) is first sent or given to security holders, whichever date is later. The report is not deemed to be “filed” with the Commission or subject to this regulation otherwise than as provided in this rule, or to the liabilities of section 18 of the Act, except to the extent that the registrant specifically requests that it be treated as a part of the information statement or incorporates it in the information statement or other filed report by reference.
(c) A registrant will be considered to have delivered a Notice of internet Availability of Proxy Materials or information statement to security holders of record who share an address if the requirements set forth in § 240.14a-3(e)(1) are satisfied with respect to the Notice of internet Availability of Proxy Materials or information statement, as applicable.
The revisions read as follows:
(a) State that only one information statement or Notice of internet Availability of Proxy Materials, as applicable, is being delivered to multiple security holders sharing an address unless the registrant has received contrary instructions from one or more of the security holders;
(b) Undertake to deliver promptly upon written or oral request a separate copy of the information statement or Notice of internet Availability of Proxy Materials, as applicable, to a security holder at a shared address to which a single copy of the documents was delivered and provide instructions as to how a security holder can notify the registrant that the security holder wishes to receive a separate copy of an information statement or Notice of internet Availability of Proxy Materials, as applicable;
(c) Provide the phone number and address to which a security holder can direct a notification to the registrant that the security holder wishes to receive a separate information statement or Notice of internet Availability of Proxy Materials, as applicable, in the future; and
(d) Provide instructions how security holders sharing an address can request delivery of a single copy of information statements or Notices of internet Availability of Proxy Materials if they are receiving multiple copies of information statements or Notices of internet Availability of Proxy Materials.
15 U.S.C. 78a
“The information called for by Parts I and II of this Form (Items l through 9A or any portion thereof) may, at the registrant's option, be incorporated by reference from the registrant's annual report to security holders furnished pursuant to Rule 14a-3(b)(2) or Rule 14c-3(a)(2), provided such annual report contains the information required by Rule 14a-3(b).
In order to fulfill the requirements of Part I of Form 10-K, the incorporated portion of the annual report to security holders must contain the information required by Items 1-3 of Form 10-K; to the extent applicable.
If any information required by Part I or Part II is incorporated by reference into an electronic format document from the annual report to security holders as provided in General Instruction G, any portion of the annual report to security holders incorporated by reference shall be filed as an exhibit in electronic format, as required by Item 601(b)(13) of Regulation S-K.”;
The text of Form 10-K does not, and this amendment will not, appear in the Code of Federal Regulations.
15 U.S.C. 77c, 77ddd, 77eee, 77ggg, 77nnn, 77sss, 78ll (d), 80b-3, 80b-4, and 80b-11, unless otherwise noted.
(b) * * *
(1) A forward-looking statement (as defined in paragraph (c) of this section) made in a document filed with the Commission, in Part I of a quarterly report on Form 10-Q, § 249.308a of this chapter, or in an annual report to security holders meeting the requirements of Rules 14a-3(b)(2) or 14c-3(a)(2) under the Securities Exchange Act of 1934 (§ 240.14a-3(b)(2) or § 240.14c-3(a)(2) of this chapter), a statement reaffirming such forward-looking statement after the date the document was filed or the annual report was made publicly available, or a forward-looking statement made before the date the document was filed or the date the annual report was made publicly available if such statement is reaffirmed in a filed document, in Part I of a quarterly report on Form 10-Q, or in an annual report made publicly available within a reasonable time after the making of such forward-looking statement;
(2) Information relating to the effects of changing prices on the business enterprise presented voluntarily or pursuant to Item 303 of Regulation S-K (§ 229.303 of this chapter), Item 5 of Form 20-F (§ 249.220f of this chapter), “Operating and Financial Review and Prospects,” Item 302 of Regulation S-K (§ 229.302 of this chapter), “Supplementary Financial Information,” or Rule 3-20(c) of Regulation S-X (§ 210.3-20(c) of this chapter), and disclosed in a document filed with the Commission, in Part I of a quarterly report on Form 10-Q, or in an annual report to security holders meeting the requirements of Rules 14a-3(b)(2) or 14c-3(a)(2) (§ 240.14a-3(b)(2) or § 240.14c-3(a)(2)) under the Securities Exchange Act of 1934.
By the Commission.
The following appendices will not appear in the Code of Federal Regulations.
2. [Reserved]
2. * * *
f. there has been no material adverse change in the financial condition of the company being acquired since the latest fiscal year end included in the registrant's latest Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Exchange Act and/or latest annual report to security holders.
(a) Describe any and all material changes in the registrant's affairs that have occurred since the end of the latest fiscal year for which audited financial statements were included in the registrant's latest annual report on Form 10-K and that have not been described in a report on Form 10-Q (§ 249.308a of this chapter) or Form 8-K (§ 249.308 of this chapter) filed under the Exchange Act.
(b) * * *
(2) Include financial statements and information as required by Rule 14a-3(b)(2)(i) (240.14a-3(b)(2)(i) of this chapter) to be included in an annual report to security holders. In addition, provide:
(c) The registrant shall furnish the information required by paragraph (b) of this Item if:
(3) such restatement of financial statements or disposition of assets was not reflected in the registrant's latest Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Exchange Act and/or its latest annual report to security holders.
(b) If the company being acquired is not subject to the reporting requirements of either Section 13(a) or 15(d) of the Exchange Act; or, because of Section 12(i) of the Exchange Act, has not filed an annual report on Form 10-K or furnished an annual report to security holders pursuant to Rule 14a-3 (§ 240.14a-3 of this chapter) or Rule 14c-3 (§ 240.14c-3 of this chapter) for its latest fiscal year; furnish the information that would be required by the following if securities of such company were being registered:
(7) Financial statements that would be required in an annual report sent to security holders under Rule 14a-3(b)(2)(i) (§ 240.14a-3(b)(2)(i) of this chapter), if an annual report was required. In a de-SPAC transaction, see § 210.15-01 (Rule 15-01 of Regulation S-X). If the registrant's security holders are not voting, the transaction is not a roll-up transaction (as described by Item 901 of Regulation S-K (§ 229.901 of this chapter)), and:
Securities and Exchange Commission.
Proposed rule.
The Securities and Exchange Commission (“Commission”) is proposing to rescind Rule 14a-8 under the Securities Exchange Act of 1934 (“Exchange Act”) and leave determinations about the role of shareholder proposals to State law and company governing documents. The Commission also is proposing to amend Rule 14a-4 under the Exchange Act to expand the circumstances under which a company may exercise, with respect to proxies it receives, discretionary voting authority on proposals that will be presented at a shareholder meeting but not included in the company's proxy materials. At the same time, the proposed amendments to Rule 14a-4 would provide shareholders with the means to elect to prevent the company from exercising such authority with respect to their individual shares.
This release was published in the
Comments may be submitted by any of the following methods:
• Use the Commission's internet comment form (
• Send an email to
• Send paper comments to Vanessa A. Countryman, Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
Jenny J. Choi, Special Counsel, or Matt McNair, Senior Adviser to the Chief Counsel, Office of Chief Counsel, at (202) 551-3500, David M. Plattner, Special Counsel, or Blake M. Grady, Special Counsel, Office of Mergers and Acquisitions, at (202) 551-3440, Division of Corporation Finance, U.S. Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549.
The Commission is proposing to rescind 17 CFR 240.14a-8 (“Rule 14a-8”) and amend the following rules and forms:
“Corporations are creatures of state law.”
The manner in which shareholders exercise their rights to vote at shareholder meetings has evolved over time. Historically, shareholders exercised their rights by attending the shareholder meeting and voting in person. However, the development of large corporations with widely dispersed shareholders led to the rise of proxy voting, which permits shareholders to vote through a representative without being present at the shareholder meeting.
As explained by then-Chairman Ganson Purcell, Rule 14a-8 was adopted to facilitate shareholders' ability under State law
As discussed in greater detail in section II.A.1.b, however, the Commission has amended Rule 14a-8 multiple times in ways that incrementally have increased the Commission's role in defining and interpreting standards that implicate core State law corporate governance matters, such as shareholder voting rights. As a result, despite the Commission's prior statements asserting that Rule 14a-8 was not “intended to supplant [S]tate law but . . . to reinforce [it] with a sturdy [F]ederal disclosure and proxy solicitation regime,”
Accordingly, as discussed in more detail in the sections that follow, we propose to rescind Rule 14a-8 in its entirety because the rule exceeds the Commission's statutory authority under section 14(a) by improperly intruding into State law without express authorization from Congress.
We are also proposing amendments to 17 CFR 240.14a-4(c) (“Rule 14a-4(c)”), which addresses when a proxy card submitted by a shareholder may confer discretionary voting authority on the proxy holder with respect to a matter that is not included on the proxy card. The proposed amendments to Rule 14a-4(c) are intended to provide companies with greater flexibility, and shareholders with greater control, regarding proposals for which a company may seek discretionary voting
Finally, we are proposing certain other amendments to facilitate implementation of the proposed changes to the proxy rules and conforming amendments to our rules and forms.
We are proposing to rescind Rule 14a-8 because the rule exceeds the Commission's statutory authority. We also believe there are independent policy reasons to rescind Rule 14a-8. Under the proposed rescission, the Federal proxy rules would no longer require companies to include in their proxy materials shareholder proposals on the basis that they satisfy procedural and substantive requirements established under Federal law. Instead, State law or, if permitted by State law, a company's governing documents would determine whether a shareholder proposal would be required to be included in a company's proxy materials.
Although section 14(a) authorizes the Commission to regulate proxy solicitations, the question of whether the vote that is the subject of such a solicitation is permissible in the first instance—
Section 14(a) makes it unlawful “to solicit any proxy or consent or authorization in respect of any security” “in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.”
While section 14(a) provides authority to facilitate shareholders' exercise of State law rights by regulating the proxy solicitation process, nothing in section 14(a) authorizes the Commission to regulate the scope of the voting or other rights shareholders may have under State law, such as the right to propose a matter for a shareholder vote.
Section 14(a)'s grant of authority to regulate solicitations of the power to vote on a shareholder's behalf presupposes that the shareholder already has a right to vote on particular proposals. The scope of those rights has traditionally been governed by State law, and section 14(a) does not purport to disturb that allocation.
Therefore, the Commission's authority under section 14(a) to regulate the proxy solicitation process does not permit the Commission to displace State law regarding shareholder voting rights.
To the extent legislative history is considered, it only underscores the limitations on the Commission's authority that are inherent in the statutory text and structure. That history indicates that Congress's purpose in enacting this provision was to empower the Commission to facilitate “fair corporate suffrage” on the proxy by regulating the “conditions under which proxies may be solicited.”
These limitations are also consistent with the Commission's longstanding understanding that its authority under section 14(a) is limited to promulgating “federal proxy rules [that] facilitate shareholders' exercise of [S]tate law rights,”
Interpreting section 14(a)(1) more broadly would not only lack any basis in the statutory text and structure but would inappropriately interfere with matters traditionally reserved to the States. As the Supreme Court explained in
Nor do the references to the “public interest” and “protection of investors” in section 14(a) provide a basis for the Commission to intrude into shareholder voting rights or corporate management. Courts have consistently recognized that “public interest” is not an open-ended delegation of power; rather, such language “must be limited to the purposes Congress had in mind when it enacted the legislation.”
The earliest versions of the Commission's proxy rules enacted under section 14(a) focused on disclosure and providing shareholders with the means to specify the action to be taken pursuant to their proxies.
The letter responded to a company that sought exclusion of proposals relating to matters of a “general political, social or economic nature” and asked whether such proposals were a proper subject for shareholder action under Rule X-14A-7. Without referencing the laws of the State under which the company was organized, Director Bane stated that “[i]t is my conclusion that the proposals which have been presented to you are not `proper subjects for action' by your company's stockholders within the meaning of that phrase as used in Rule X-14A-7. Consequently, it will be unnecessary for you to include the proposals in the management's proxy statement if you do not wish to do so.”
In the years that followed, the Commission repeatedly amended what is now Rule 14a-8 in ways that progressively expanded the Commission's role in determining, interpreting, and effectively shaping matters traditionally governed by State law. As discussed above, the 1942 rule relied substantially on the concept of “proper subject for action” to determine which proposals must be included on the company's proxy. Due to a lack of relevant State laws to provide guidance on what was a “proper subject,” as questions arose about the content of shareholder proposals, proponent conduct, and management objections, the Commission increasingly inserted Federal criteria in place of State law standards.
Through a series of amendments adopted in 1947 and 1948, the Commission required issuers to provide an explanation to the Commission when asserting that shareholder proposals were improper or untimely
Later amendments, including the 1952 exclusion for proposals promoting “general economic, political, racial, religious, social or similar causes”
In 1976, the Commission reorganized the rule into the modern structure of 13 substantive exclusions.
The Commission again modified the regulatory framework for shareholder proposals in 1983.
Subsequent amendments—frequently relating to shareholder-proponent eligibility, resubmission thresholds, and procedural requirements—have continued to revise a Federal overlay that either constrains or expands the rights of shareholders to present a matter for a vote without any grounding in State law.
As this history illustrates, the evolution of current Rule 14a-8 has taken the Commission from its original 1942 posture of deferring to State law on the scope of which matters are a proper subject for shareholder action to a regime in which the rule now purports to prescribe the “few specific circumstances” under which a company is “permitted to exclude” a shareholder proposal, including a presumption that precatory proposals are “proper unless the company demonstrates otherwise.”
As discussed above, Rule 14a-8 dictates when a company “must include” a shareholder proposal in its proxy materials. The rule prescribes eligibility and procedural requirements that a shareholder must satisfy to have
In its current form, Rule 14a-8(i) contains 13 substantive bases for exclusion. Of these, only Rule 14a-8(i)(1) and Rule 14a-8(i)(2) directly refer to State law by permitting exclusion when a proposal “is not a proper subject for action by shareholders under the laws of the jurisdiction of the company's organization,”
Even where Rule 14a-8 incorporates State law considerations in Rule 14a-8(i)(1), the rule conditions that reference with a Commission-created presumption that non-binding, precatory proposals are proper subjects for shareholder action under State law.
Beyond the 13 substantive bases for exclusion and the presumption regarding precatory proposals, the overall structure of Rule 14a-8 underscores its function as a
Despite the Commission's stated goal of “facilitat[ing] shareholders' exercise of [S]tate law rights”
It might be argued that Rule 14a-8 does not dictate the scope of proposals submitted by one shareholder to be voted on by other shareholders but rather defines the conditions under which a shareholder may take advantage of the opportunity provided by Federal law to have a proposal included in the company's proxy materials.
By way of contrast, in the context of director elections, the Commission has facilitated the ability of shareholders to exercise the voting rights they have under State law. In 2021, the Commission adopted rules requiring the use of a universal proxy card in non-exempt solicitations involving director election contests.
It is not always clear whether a matter is a proper subject for shareholder action under State law. In some instances, State law entitlements are relatively straightforward. For example, it is widely recognized that State law generally confers voting rights on equity shareholders in director elections but does not confer voting rights on bondholders in those elections.
The Commission has, at times, noted that its authority to promulgate Rule 14a-8 under section 14(a) was upheld in 1947 in
An administrative agency must act within its statutory authority.
We acknowledge that Rule 14a-8 has been in existence for many years and that both shareholders and companies are likely to have shaped certain governance and engagement practices around the rule's provisions. However, agencies may not add to their powers by adverse possession; longevity is not a substitute for legal authority. Indeed, the passage of time has seen Rule 14a-8 stray further from section 14's authorization. That said, to better understand the potential impact of rescinding Rule 14a-8 and possible measures to mitigate such impact, we are seeking comment on reliance interests in the current rule and on alternatives to complete rescission that would fall within our authority.
Independent of our lack of statutory authority, there are also policy reasons for rescinding Rule 14a-8 in its entirety. Specifically, we believe that (i) many of the justifications that were originally provided to support adoption of Rule 14a-8 either have not been substantiated in practice or are less compelling today; (ii) Rule 14a-8 has had, and will continue to have, certain unintended consequences; and (iii) retaining any version of Rule 14a-8—assuming the Commission were authorized to do so—is unwarranted and unlikely to avoid these unintended consequences.
When the Commission first adopted Rule 14a-8, Chairman Purcell stated that the rule was adopted with the understanding that (i) the cost to companies to include shareholder proposals in their proxy materials was “small;”
First, the cost to companies of addressing and including shareholder proposals in proxy materials is no longer small. In response to commenter feedback on the proposing release to the Commission's 2020 amendments to Rule 14a-8, the Commission estimated that the cost to a company ranged from $20,000 to $150,000 per proposal.
Companies incur costs, including internal time, as well as external legal and compliance expenditures.
Second, most shareholder proposals today do not receive majority shareholder support and are not supported by management. We estimate that approximately seven percent of submitted proposals and 11 percent of proposals that were voted on received majority shareholder support in 2025.
Third, the volume of shareholder proposals has increased significantly over time in comparison to the increase in the number of companies required to file proxy statements.
Finally, when it adopted Rule 14a-8, the Commission appears to have assumed that it would be clear, or at least reasonably easy to determine, which matters are proper to present to shareholders for a vote under State law. However, State law is often unclear or silent as to what matters may be presented to shareholders. For instance, Delaware law is unclear about the status of precatory proposals—the most common type of Rule 14a-8 proposal.
The Commission appears to have underestimated the challenges associated with discerning and applying State corporate law when it adopted Rule 14a-8, leading to subsequent efforts to provide clarity through incremental amendments to the rule (such as, for example, through the current codified presumption regarding precatory proposals
In addition to the specific considerations discussed above, other developments also may have rendered Rule 14a-8's original justifications less compelling. For example, independent solicitation may have become less burdensome due to, among other factors, technological and regulatory advancements, including the introduction of the Commission's e-proxy rules (
In addition, although the original purpose of Rule 14a-8 was not to facilitate shareholder engagement or communication, shareholders frequently use the rule for these purposes, as discussed in section II.A.2.b.i below. To the extent shareholders use Rule 14a-8 for these purposes, technological advancements have given rise to a wide range of alternative channels—such as online platforms and social media forums—that facilitate communication among shareholders, enable the expression of shareholders' views, and allow investors to attempt to influence corporate behavior.
Under Rule 14a-8, a company is required to include a shareholder proposal in its proxy statement and form of proxy unless it can identify a basis to exclude it, in which case it must file with the Commission its reasons for exclusion.
For example, proponents may submit proposals to initiate a dialogue with a company when they have little or no intent for their proposals to actually be included in company proxy materials and voted on by fellow shareholders. In fact, many shareholder proposals today are resolved without a shareholder vote, suggesting that the Rule 14a-8 process has deviated from its original purpose.
Furthermore, Rule 14a-8 can serve as a mechanism for shareholder proponents to advance interests that in many cases may not be shared by a company's shareholders at large. For instance, in 2025, only 56 out of 786 submitted proposals (seven percent) received majority support.
Such use is counter to how the Commission intended the rule to be used. For example, when the rule was first adopted, Chairman Purcell explained, “[I]f [a shareholder proponent] were going to use the corporate proxy machinery for making a stump speech for some political party, that obviously is without the spirit of [the rule] . . . .”
Furthermore, since Rule 14a-8 includes substantive and procedural bases that companies may use to exclude proposals that otherwise may be permitted under State law, companies may seek to use the rule to exclude proposals they disfavor or to limit shareholder involvement in corporate affairs. The various default positions, bases for exclusion, and eligibility criteria have made Rule 14a-8 a contested vehicle for influencing corporate governance practices and other corporate behavior. However, the allocation of power between shareholders and management, as well as determinations about the appropriate role of shareholder advocacy in corporate governance, are matters for the States to resolve and not the appropriate province of the Commission.
In our experience, Rule 14a-8 has drawn the Commission into matters that should be addressed by State legislatures, courts, and, if permitted by relevant State law, companies.
The continued existence of a Federal rule governing shareholder proposals—even one that purports facially to defer to State law—encourages companies and shareholders to look to the Commission to resolve ambiguities in the application of such rule. Moreover, because the Commission has authority to bring actions to enforce compliance with the proxy rules, including Rule 14a-8, companies inevitably turn to the Commission and its staff for guidance on the application of the Federal rule.
Although States can enact laws determining the appropriate role of shareholder proposals and establishing whether and to what extent shareholders have access to company proxy materials for their proposals, they have largely declined to do so. As discussed above, Rule 14a-8 was not intended to displace State law; rather, it was originally designed to facilitate State law rights through a Federal disclosure and proxy solicitation framework.
Although current Rule 14a-8(i)(1) accommodates the ability of States and their domiciled companies to tailor the shareholder proposal process to reflect their own views about the optimal approach to corporate governance and the particular circumstances of the company and its shareholders, States and companies have, with one notable exception, generally declined to exercise this authority to date.
In addition, despite prior Commission statements to the contrary,
Finally, we note that, to the extent State law or a company's governing documents were to require inclusion of a shareholder proposal in a company's proxy statement, the company would be required to comply with the Commission's proxy rules with respect to that proposal.
Even if the Commission had authority to retain some version of Rule 14a-8, doing so would require the Commission to establish certain baseline assumptions, such as whether shareholder proposals should, by default, be included in or excluded from a company's proxy materials. Whatever default rule the Commission were to select—inclusion or exclusion—would establish the starting point for how disputes are resolved. The rule also would have to articulate what a company or a shareholder must do to opt out of the default. In doing so, the rule necessarily would advantage one side over the other by shaping the burdens of persuasion and the practical likelihood of success. Such a structural choice, even if made with the intention of neutrality, would have the practical effect of shaping how companies and shareholders interact, negotiate, and ultimately view the costs and utility of the shareholder proposal process.
Even if the Commission could attempt to amend the rule to completely defer to State law, in practice we do not believe such an alternative would address our fundamental concern about the Commission's entanglement in State law issues. So long as a Federal rule remains, experience has shown that parties will continue to look to that rule—and the Commission—to resolve questions about the inclusion of shareholder proposals in a company's proxy materials given the greater uniformity offered by a Federal framework and notwithstanding the fact that State law determines the proper scope of a shareholder's power to present a proposal to their fellow shareholders for a vote.
In addition, we do not believe that retaining such a version of Rule 14a-8 would be warranted. We expect that total rescission of the rule would lead the States and/or (where authorized by State law) companies to be more inclined to adopt their own standards in this area. State courts are the proper venue to resolve any disputes that may arise directly based on State law and the terms of corporate governance documents, without need for a Federal rule that would itself necessarily incorporate State law (and risk overriding it). Accordingly, we believe it is prudent for the Commission to defer to States and companies to determine if, and under what circumstances, shareholder proposals must be included in company proxy materials.
Section 20(a) of the Investment Company Act includes substantially the same language as section 14(a) but relates to proxies, consents, or authorizations in respect of any security issued by registered investment companies. The Commission has used the authority under section 20(a) of the
We are proposing to rescind Rule 14a-8 for all companies, including registered investment companies and business development companies
The proposed rescission of Rule 14a-8 would not affect the status or applicability of these statutory voting rights.
Apart from legal authority considerations, we recognize that regulated funds' experiences with shareholder proposals differ in some respects compared to operating companies. For example, regulated funds generally receive fewer shareholder proposals than other types of companies and, on average, the shareholder proposals that regulated funds receive gain higher levels of shareholder support.
1. Should Rule 14a-8 be rescinded as proposed? Why or why not? Are there alternative approaches within the scope of the Commission's authority we should consider that would adequately address our policy concerns with respect to Rule 14a-8?
2. Do companies and proponents have reliance interests in Rule 14a-8 that should be considered? If so, what are those interests and how can we balance the need to address the Commission's authority concerns with the potential effects on affected parties?
3. To what extent have the original justifications for adopting Rule 14a-8 been or not been substantiated in practice given the evolution of the shareholder proposal process?
4. To what extent have costs to registrants associated with Rule 14a-8 (such as the costs of addressing and including shareholder proposals), the volume of shareholder proposals, and the degree of shareholder support changed since the adoption of Rule 14a-8?
5. As discussed above, in many cases, State law is unclear or silent as to whether particular types of proposals, including precatory proposals, are proper subjects for action by shareholders in a given jurisdiction. Is this an accurate assessment of the current status of State law as it pertains to shareholder proposals? Are there any additional observations or analyses regarding State law that we should consider?
6. To what extent have recent developments, including the potentially lower burdens of independent solicitation campaigns and the emergence of alternative shareholder engagement channels, weakened the original justifications for a Federal shareholder proposal rule? To what extent have costs to proponents associated with conducting an independent solicitation changed since the adoption of Rule 14a-8?
7. As discussed above, Rule 14a-8 has had certain unintended consequences, such as becoming a mechanism for influencing interactions between companies and their shareholders and potentially inhibiting the development of State law and private ordering. Are there alternatives to full rescission within the Commission's authority that would avoid these unintended consequences? If so, how could the Commission retain a Federal rule on shareholder proposals without becoming entangled in State law issues?
8. If Rule 14a-8 is rescinded as proposed, would States and, where authorized by State law, companies be more likely to set their own standards and requirements regarding shareholder proposals? If so, what would be the advantages and disadvantages? If not, what would be the advantages and disadvantages?
9. If Rule 14a-8 is rescinded, what are the most likely forms of State and private ordering that would develop? For example, would States adopt uniform standards applicable to all companies organized in their jurisdiction, or would they instead enable companies to establish their own standards? If the latter, would a market-wide standard likely develop or would companies largely adopt their own individual standards?
10. What impact would rescission of Rule 14a-8 together with the proposed amendments to Rule 14a-4 (described in section II.B, below) have on shareholders and shareholder voting rights under State law?
11. If the Commission rescinds Rule 14a-8 as proposed, should the Commission provide guidance regarding any other relevant rules adopted pursuant to section 14? If so, which rules?
12. Would rescinding Rule 14a-8 have different effects on regulated funds and their shareholders than it would on other companies and shareholders?
13. Should we rescind Rule 14a-8, including for regulated funds, as proposed, or should we take a different approach to shareholder proposals for regulated funds? For example, should we adopt a new rule under the Investment Company Act that addresses inclusion in regulated funds' proxy materials of shareholder proposals relating to matters on which the Investment Company Act provides shareholder voting rights? If so, are there additional requirements or conditions that should be included in such a rule that would be within the scope of our authority to regulate the proxy solicitation process?
Historically, few shareholders of companies with a class of equity securities registered under the Exchange Act attend shareholder meetings to vote in person. Instead, the most common way by which shareholders learn about matters to be voted on at a shareholder meeting and vote on such matters is through the proxy process.
Currently, the Federal proxy rules provide shareholders two methods to present proposals for consideration by company shareholders voting by proxy at a shareholder meeting. First, a shareholder may seek inclusion of its proposal in the company's proxy materials in accordance with Rule 14a-8.
The company has two means to vote shares represented by proxies it receives from shareholders on a given matter, including a shareholder proposal. The company may seek direct voting authority for a proposal included in the company's proxy statement and form of proxy (
Current Rule 14a-4 addresses when a proxy card submitted by a shareholder may confer discretionary voting authority on the proxy holder.
17 CFR 240.14a-4(c)(3) (“Rule 14a-4(c)(3)”) through 17 CFR 240.14a-4(c)(7) (“Rule 14a-4(c)(7)”) set forth additional matters on which a proxy may confer discretionary voting authority. These consist of:
• for solicitations by the company related to special meetings, or for solicitations by persons other than the company related to annual or special meetings, matters which the persons making the solicitation do not know, a “reasonable time” before the solicitation, are to be presented at the meeting, if a specific statement to that effect is made in the proxy statement or form of proxy;
• approval of the minutes of the prior meeting if such approval does not amount to ratification of the action taken at that meeting;
• the election of any person to any office for which a bona fide nominee is named in a proxy statement and such nominee is unable to serve or for good cause will not serve;
• any proposal omitted from the proxy statement and form of proxy pursuant to Rule 14a-8 or 17 CFR 240.14a-9 (“Rule 14a-9”);
• matters incident to the conduct of the meeting.
Beginning in 1948, the Commission has sought to balance flexibility for companies with shareholder protection by adopting amendments to the rules governing discretionary voting authority, with amendments often related to the determination of when a company has received sufficient notice of a shareholder's proposal.
With the aim of striking an appropriate balance between the competing interests involved, the Commission staff, in 1996, expressed its view in a no-action letter to the Idaho Power Company (the “
In 1997, the Commission proposed amendments to Rule 14a-4 to establish that a proposal would be considered timely if it were received 45 days before the date on which the company first mailed its proxy materials for the prior year's annual meeting (or otherwise, in the case of an applicable advance notice bylaw provision).
In 1998, following public comment on the proposed rules, the Commission declined to adopt the check box concept and instead effectively adopted the approach set out in the
As further described below, under the current proxy rules, companies may feel compelled to include on their proxy cards certain shareholder proposals received outside of Rule 14a-8, notwithstanding that the Federal proxy rules (and existing State law) do not require that they do so. We are proposing amendments to Rule 14a-4(c) that are intended to address this issue by providing companies with greater flexibility to seek and obtain discretionary voting authority regarding such proposals. At the same time, the proposed amendments would provide shareholders with the means to elect to prevent the company from exercising such authority with respect to their individual shares.
The proposed amendments to Rule 14a-4(c) are aligned with our proposed rescission of Rule 14a-8, as companies may receive shareholder proposals outside of Rule 14a-8 more frequently if Rule 14a-8 is rescinded, as proposed. As described in more detail below, there are also independent justifications for the proposed amendments to Rule 14a-4, even if the proposed rescission of Rule14a-8 is not adopted.
We are proposing to amend Rule 14a-4(c)(2) to no longer prohibit a company from exercising discretionary voting authority with respect to timely received shareholder proposals submitted outside the Rule 14a-8 process, regardless of whether the shareholder proponent delivers its own proxy materials to holders of the requisite percentage of the company's shares necessary to carry the proposal.
Under the proposed amendments, a company would be able to exercise discretionary voting authority with respect to timely received shareholder proposals if it includes: (i) in the proxy statement, a brief description
By eliminating the circumstances under which a single shareholder proponent could effectively prevent a company from seeking and obtaining discretionary voting authority, the proposed amendments are intended to provide companies with greater flexibility, and shareholders with greater agency, regarding the use of discretionary voting authority for proposals that companies receive outside the Rule 14a-8 process. Under the proposed rules, each shareholder would be able to prevent the company from exercising discretionary voting authority on such proposals solely with respect to the proxy card the shareholder returns to the company, while under the current rules, a single shareholder proponent (through its satisfaction of the solicitation threshold under Rule 14a-4(c)) may prevent the company from exercising discretionary voting authority with respect to
Under the current rules, when a company is unable to exercise discretionary voting authority for a shareholder proposal received outside of the Rule 14a-8 process, the company may determine to include the proposal in its proxy materials even though it is not required to do so by our rules, so that the company can seek and exercise proxy voting authority from shareholders on the proposal.
If Rule 14a-8 is rescinded, as proposed, more proponents may choose to conduct their own solicitations, including solicitations of the requisite percentage of shareholders under current Rule 14a-4(c)(2) that would prevent a company from exercising discretionary voting authority on proposals omitted from the company's proxy card. Under those circumstances, if current Rule 14a-4(c)(2) were to remain in effect, more companies may feel compelled to include a proponent's proposals in the company's own proxy materials to obtain proxy voting authority from shareholders on the proposals, which would perpetuate the ability of proponents to effectively obtain inclusion of their proposals on the company's proxy card at the company's expense, even if Rule 14a-8 is rescinded. As discussed in section II.A, part of the Commission's goal in proposing to rescind Rule 14a-8 is to leave decisions about the appropriate role of shareholder proposals in corporate governance to the States and companies, by reducing the impact of the Federal proxy rules on these matters. It would be counter to that goal if another Commission rule (Rule 14a-4(c)) nonetheless resulted in companies including shareholder proposals in company proxy materials even when not required under State law or the company's governing documents.
In addition, the likelihood of companies including shareholder proposals in their proxy materials even when not required appears to have increased in recent years following the Commission's adoption of the universal proxy rules.
While we are proposing to expand the circumstances under which a company may seek and exercise discretionary voting authority, we are also proposing to require a check box on company proxy cards that would provide shareholders an option to prohibit the company from exercising discretionary voting authority on proposals omitted from the company's proxy card. This proposed requirement is intended to increase shareholders' control with respect to the company's exercise of discretionary voting authority by allowing shareholders, particularly those who are not solicited by a proponent, to vote on a company's proxy card without effectively obligating those shareholders to grant discretionary authority to the company to vote those shareholders' shares on matters not included on the card. Without the proposed check box, simply by voting on a company's card, rather than on a proponent's card, the shareholder would grant the company discretionary authority to vote on any matters not included on the company's card. Under those circumstances, such a shareholder would typically have two choices. One option would be to vote using the company's proxy card notwithstanding that the company may use its discretionary authority to vote the shareholder's shares contrary to the shareholder's wishes on a proposal omitted from the card. Unless the shareholder is able to attend the meeting or obtain a proxy card from the proponent, the shareholder's other option would be to not vote at all.
In addition, under the current rules, a proponent effectively has the ability to determine whether the company is prevented from seeking and exercising discretionary voting authority—on behalf of all shareholders—with respect to the proponent's proposals, through the proponent's decision whether to solicit the requisite percentage of shareholders. The presence of the check box, alongside the absence of a solicitation threshold under the proposed rules that would restrict the company's ability to exercise discretionary voting authority, would shift that agency from the proponent to each individual shareholder to make that determination on an individual basis.
In sum, we believe that the check box would appropriately balance the additional flexibility granted to companies under the proposed rules with the ability of shareholders to prevent companies from exercising discretionary voting authority with respect to their shares. Providing this option is consistent with Congress's intent that section 14(a) and the Federal proxy rules facilitate the exercise of shareholders' voting rights under State law through the proxy process.
With respect to concerns that were raised in the past
Proposed Rule 14a-4(c)(2) would require at least a single check box, regardless of the number of matters subject to discretionary voting authority under the rule. We are proposing that companies may use a single check box, as opposed to requiring a check box for each non-management proposal subject to discretionary voting authority, to address potential shareholder confusion, as a single check box would result in a simpler proxy card in situations involving multiple shareholder proposals. The proposed use of a single check box allows a company to avoid listing all non-management proposals subject to discretionary voting authority on the proxy card, which would be necessary under a multiple-check-box approach and potentially create a system for effectively providing shareholder proposals access to the company's proxy card.
14. Should we adopt the proposed amendments to Rule 14a-4(c)? Why or why not?
15. Do the proposed amendments, taken as a whole, strike an appropriate balance between, on the one hand, guarding against possible abuse of discretionary voting authority by companies, and, on the other hand, avoiding the present situation where proponents, as a practical matter, are often able to obtain inclusion of their proposals in companies' proxy materials while not fully bearing the costs of solicitation?
16. If the proposed amendments to Rule 14a-4(c) and the proposed rescission of Rule 14a-8 are adopted, are there reasons to expect that a company may continue to voluntarily include, on its own proxy card, shareholder proposals as to which proponents are conducting their own solicitation?
17. Under the proposed amendments to Rule 14a-4(c)(2), consistent with the requirements of the current rule, a company would be able to exercise discretionary voting authority if, among other things, it includes in its proxy statement a brief description of the proposal. Accordingly, a company would not need to disclose the full text of a non-Rule 14a-8 proposal to exercise discretionary voting authority. Should we maintain in the proposed amendments the requirement for a brief description of the proposal? Is the disclosure currently provided by companies under this requirement appropriate to inform shareholders about shareholder proposals submitted outside of Rule 14a-8 as to which the company intends to exercise discretionary voting authority? Would a brief description provide sufficient information for a shareholder to assess the company's position on the proposal and to decide whether to prohibit the company from exercising discretionary voting authority via the proposed check box or leave the box unmarked thereby permitting the company to exercise discretionary voting authority? In addition, are there reasons that we should require companies to identify the specific source of the proposal as part of the brief description of the proposal?
18. Should we adopt the check box requirement, as proposed? Why or why not? Should we instead consider an amendment allowing companies to exercise discretionary voting authority while not providing shareholders with the means to elect to prevent the company from exercising such authority with respect to their individual shares via a check box? Should the requirement that companies provide the check box be tied to a particular solicitation threshold being met by the relevant proponent? Why or why not?
19. Should we consider any modifications to the proposed check box requirement, or a different mechanism to give shareholders an option to prevent the company from exercising discretionary voting authority on matters not included on the proxy card? For example, should the default rule be that companies do not have discretionary voting authority, and that shareholders must check a box to elect to grant such authority?
20. We are proposing that companies may use a single check box, as opposed to requiring a check box for each non-management proposal subject to discretionary voting authority. As an alternative approach, should we instead require companies to include a check box for each non-management proposal subject to discretionary voting authority, thereby allowing shareholders the option to prevent the company from exercising its discretion on each such matter on an individualized basis?
21. Could the proposed check box be confusing to shareholders? What challenges may occur in implementing the proposed check box requirement (including shareholders' use of the check box)? How could such challenges be mitigated?
22. A shareholder that submits a proposal outside of Rule 14a-8 to a company may not be aware of proposals submitted by other proponents. Under the current rules, a soliciting shareholder may exercise discretionary authority to vote the shares represented by proxies it receives on matters that it
23. Should companies be required to notify proponents when other proponents submit proposals outside of Rule 14a-8? If so, what deadlines and method of notification would be appropriate?
24. It is our understanding that, generally, under State law, a later dated proxy card overrides an earlier dated proxy card. However, we also understand that, to the extent that no conflict or inconsistency is present as between two (or more) proxy cards (for example, a shareholder marks the check box on the company's proxy card so as not to confer discretionary voting authority to the company on a proposal, and separately votes either for or against a proposal on the proponent's card), State law generally is capable of honoring or otherwise resolving the voting choices made on each of the cards. Are there additional amendments to our rules that we should consider to facilitate the reconciliation of a shareholder's instructions on multiple proxy cards, or any other factors with respect to the proxy process or State law we should take into consideration, particularly related to the proposed check box? Please explain in detail. Would proxy service providers' electronic voting platforms be able to accommodate the submission of multiple proxy cards by the same shareholder and to ensure that non-conflicting instructions are in fact honored and tabulated across such cards?
25. Should we amend 17 CFR 240.14a-101 (“Schedule 14A”) to require companies to provide a brief description of shareholder proposals not included on the company's proxy card and for which the company does not seek discretionary voting authority? Why or why not?
The proposed rescission of Rule 14a-8 and the proposed amendments to Rule 14a-4(c)(2), if adopted as proposed, would necessitate corresponding amendments to other provisions of the proxy rules. We are also proposing certain amendments to facilitate implementation of these proposed changes to the proxy rules.
As discussed above in section II.B., current Rule 14a-4(c) addresses when a proxy card submitted by a shareholder may confer discretionary voting authority on the proxy holder, and current Rule 14a-4(c)(1) sets forth deadlines for determining whether a company has received timely notice of a matter for purposes of exercising discretionary voting authority on such matter.
We are also proposing to delete 17 CFR 240.14a-4(c)(6) (“Rule 14a-4(c)(6)”).
Current 17 CFR 240.14a-5(e) (“Rule 14a-5(e)”) sets forth certain deadlines that must be disclosed in all proxy statements.
Current 17 CFR 240.14a-5(f) (“Rule 14a-5(f)”) sets forth a registrant's obligations to disclose changed deadlines under Rules 14a-5(e)(1) and (e)(2) in the event of a change in the date of the registrant's annual meeting. We are proposing to amend Rule 14a-5(f) to require that such disclosure be provided regarding paragraphs (e)(1) through (e)(4) of Rule 14a-5 to the extent applicable.
We also propose to amend current 17 CFR 240.14a-6(a) (“Rule 14a-6(a)”), which sets forth the circumstances in which companies are not required to file a preliminary proxy statement. Under current Rule 14a-6(a),
We believe that a company should not be required to file a preliminary proxy statement and form of proxy whenever the company provides disclosure in accordance with Rule 14a-4(c)(2). At the same time, we believe that a preliminary filing by a company may be appropriate when that company is facing a shareholder proposal that is the subject of an independent, non-exempt solicitation. Therefore, we are proposing amendments that would provide that a company does not need to file its proxy statement in preliminary form solely because of the submission of a shareholder proposal.
In addition, we propose to delete current Note 2 to paragraph (a) of Rule 14a-6,
We also propose to amend Rule 14c-101 to remove Item 4 from Schedule 14C and to amend Rule 14c-5(a) to remove the references to Item 4.
Finally, we are also proposing to remove references
26. Should we adopt the additional proposed amendments discussed above? Why or why not?
27. We are proposing to delete Rule 14a-4(c)(6) in its entirety. Should we instead remove the rule's current reference to Rule 14a-8 but retain the reference to Rule 14a-9? Why or why not?
28. Have we taken the appropriate approach in proposing revisions to Rule 14a-6(a) (regarding companies' preliminary proxy statement filing requirements) and Rule 14c-5(a) (regarding companies' preliminary information statement filing requirements)? Have we selected the appropriate types of “solicitations in opposition” for which a preliminary proxy statement filing by the company would be required under the proposal? Is our proposal underinclusive or overinclusive in that respect? Relatedly, should we consider any changes to Rule 14a-6(a)'s current requirement that shareholder proponents file proxy materials in preliminary form in all cases without exception? Are there any considerations particular to information statements, as compared to proxy statements, that we should take into account?
29. Our proposed changes to Rule 14a-6(a) and Rule 14c-5(a) also would remove current rule text providing that a registrant's commenting on or referring to a solicitation in opposition is a trigger for a preliminary filing. Would it be more appropriate to retain that element of these rules? Are there any benefits associated with a company filing in preliminary form under these circumstances?
30. We are proposing to amend Rule 14a-6 and Rule 14c-5 to provide that a registrant's obligation to file in preliminary form is subject to the additional condition that a registrant knows, or reasonably should know, of a non-exempt solicitation in opposition described in proposed Note 2 to paragraph (a)
31. We are proposing to remove Item 4 of Schedule 14C,
32. In light of the proposed rescission of Rule 14a-8 and the proposed amendments to Rule 14a-4 and the other rules discussed above, are there other aspects of any of the Commission's proxy rules that we should amend or as to which market participants would benefit from additional guidance?
We request and encourage any interested person to submit comments on any aspect of the proposed amendments, other matters that might have an impact on the proposed amendments, and any suggestions for additional changes. With respect to any comments, we note that they are of greatest assistance if accompanied by supporting data and analysis of the issues addressed in those comments and by alternatives to our proposals where appropriate.
This proposing release is an economically significant regulatory action under section 3(f)(1) of Executive Order 12866 and has been reviewed by the Office of Management and Budget (“OMB”), consistent with Executive Order 14215. This action, if finalized as proposed, is expected to be an Executive Order 14192 deregulatory action.
The Commission is mindful of the costs imposed by, and the benefits obtained from, its rules. Section 2(b) of the Securities Act of 1933 and section 3(f) of the Exchange Act require the Commission, when engaging in rulemaking where it is required to consider or determine whether an action is necessary or appropriate in the public interest, to consider, in addition to the protection of investors, whether the action will promote efficiency, competition, and capital formation.
We are proposing to rescind Rule 14a-8, which requires companies to include shareholder proposals in their proxy materials, subject to certain procedural requirements and substantive bases for exclusion. We are also proposing amendments to Rule 14a-4(c), which governs the circumstances under which a company may exercise discretionary voting authority with respect to matters not included on the company's proxy card. Although these two proposed changes to our rules are separate and address distinct aspects of the proxy rules, they both have implications for the costs and burdens associated with the proxy solicitation process for shareholders and companies. Accordingly, where appropriate, we consider how the economic effects of the two proposed changes might interact with one another.
This economic analysis identifies the principal economic effects of the proposed amendments, the parties that would bear them, and the key sources
The baseline against which the costs, benefits, and the impact on efficiency, competition, and capital formation of the proposed amendments are measured consists of the current regulatory framework governing the shareholder proposal process as well as the current practices of companies and shareholders related to shareholder proposals.
State laws, company charters and bylaws (and other governing documents), and the Federal securities laws jointly govern the shareholder proposal process. State law determines the substantive and procedural requirements for presenting a shareholder proposal for a vote at the annual meeting, whereas the Federal proxy rules currently govern (i) procedural and substantive conditions for when shareholder proposals must be included in, or may be excluded from, a company's proxy materials under Rule 14a-8 and (ii) the process for soliciting authority to vote on such matters by proxy under Rule 14a-4.
Currently, the Federal proxy rules provide shareholders two methods to present proposals for consideration by company shareholders who intend to vote by proxy. First, a shareholder may seek to include its proposal in the company's proxy materials pursuant to Rule 14a-8. Among other things, Rule 14a-8 specifies procedural and substantive requirements that a shareholder must satisfy to have a proposal included in the company's proxy materials. The requirements of Rule 14a-8 are described in further detail in section II.A.1.
Second, a shareholder may conduct its own solicitation for its proposal, at the shareholder's expense, using its own proxy statement.
Beyond these provisions, several other aspects of the Federal proxy rules bear on the shareholder proposal process. For instance, the Federal proxy rules currently allow proponents to include the company's director nominees on their own proxy card, even if they do not nominate alternative directors.
In addition, Rule 14a-2 provides multiple exemptions for certain shareholder communications and solicitations, either by shareholders or certain third parties, from the proxy disclosure and filing requirements that may provide alternatives to the Rule 14a-8 submission process or independent non-exempt solicitations.
Finally, the Commission is concurrently proposing amendments to modernize certain rules related to proxy solicitations.
State law and, if State law permits, company governing documents govern when and how shareholder proposals can be presented for a shareholder vote.
If permitted under State law, companies generally may establish or modify shareholder rights through their charter or bylaw provisions.
The proposed rescission of Rule 14a-8 and the proposed amendments to Rule 14a-4(c) would affect different but overlapping populations. The proposed rescission of Rule 14a-8 would primarily affect companies subject to the Federal proxy rules that receive shareholder proposals submitted pursuant to Rule 14a-8, as well as the proponents of those proposals and the non-proponent shareholders of those companies. The proposed amendments to Rule 14a-4(c) would primarily affect companies that receive shareholder proposals presented through proponents' own proxy solicitations, as well as the proponents of those proposals and the non-proponent shareholders of those companies. In addition, the proposed amendments could have indirect effects on providers of administrative and advisory services related to proxy solicitation and shareholder voting.
Companies that have a class of equity securities registered under section 12 of the Exchange Act are subject to the Federal proxy rules, including Rule 14a-8 and Rule 14a-4(c). In addition, registered investment companies and business development companies are subject to the Federal proxy rules.
We estimate that 5,357 companies, including 142 business development companies, had a class of securities registered under section 12 of the Exchange Act and filed on domestic forms during calendar year 2025.
As of December 31, 2025, there were 2,720 registered investment companies
Proponents of shareholder proposals also would be affected by the proposed rule amendments. We estimate that there were approximately 184 identified proponents that submitted a shareholder proposal under Rule 14a-8 to be included in a company's proxy materials as lead proponents
Non-proponent shareholders of companies also could be indirectly affected by the proposed rule amendments. According to a study based on the 2022 Survey of Consumer Finances, approximately 76 million households owned publicly traded stock directly or indirectly (through other investment instruments, such as pooled investment funds, retirement accounts, and other managed assets).
The practices relating to shareholder proposals in more recent years may differ from prior years due to certain amendments to Rule 14a-8 that have applied to proposals submitted for annual or special meetings held on or after January 1, 2022.
Our data
Focusing first on shareholder proposals submitted to companies for annual and special meetings held in 2025, the most recent full calendar year for which we have data, we find that 786 shareholder proposals were submitted to be included in companies' proxy materials under Rule 14a-8. Of these submissions, the majority of proposals (64 percent) were included in companies' proxy materials and voted on, while 22 percent were omitted and 14 percent were withdrawn by the proponent prior to the applicable meeting.
Because the number and characteristics of shareholder proposal submissions can vary from one year to the next, we also repeat the analysis above for shareholder proposals submitted for annual and special meetings held in the four-year period from 2022 through 2025. A total of 3,205 proposals were submitted for inclusion in companies' proxy materials for annual and special meetings held from 2022 through 2025, representing an average of approximately 801 proposals submitted each year (see Table 1 below). Of the submissions during this period, the majority of proposals (74 percent) were included in companies' proxy materials and voted on, while 14 percent were omitted following a no-action letter, and 12 percent were withdrawn by the proponents prior to the applicable meeting.
There were 716 unique companies receiving one or more shareholder proposals under Rule 14a-8 for meetings held between 2022 and 2025, 21 of which were registered investment companies. The average (median) number of proposals received per company and meeting among these 716 companies was 2.0 (one), and the maximum number any company received for one single meeting was 21.
The number of omitted proposals in Table 1 above represents proposals
Table 2 summarizes data on shareholder support and proponent types. The average (median) shareholder support for voted proposals over the four-year sample period was 26 (21) percent of the total number of votes cast, with approximately 10 percent of proposals receiving majority support. Shareholder support varied across proponent types. In particular, proposals submitted by individual proponents received higher shareholder support on average and were more likely to be supported by the majority of voting shareholders than proposals submitted by institutional proponents.
Table 3 presents data on shareholder support for proposals submitted to registered investment companies for the 2022-2025 period. There were 33 such proposals submitted to 21 different registered investment companies. Of the 33 proposals, 25 were voted on and 8 were withdrawn. As the data in Table 3 suggests, proposals submitted to such companies received high support on average compared to proposals submitted to operating companies: an average of 45% and a median of 53%. Most of the proponents were institutions: 24 of the 25 proposals were submitted by institutions, and one was submitted by an individual.
We identify 69 proxy contests containing a solicitation for one or more proposals that were initiated through the filing of preliminary proxy statements by proponents for annual or special shareholder meetings held in calendar years 2022-2025 across all companies subject to the Federal proxy rules.
In terms of the characteristics of the companies targeted for the above proxy contests involving proposals, 14 percent (10 companies) of contests involved S&P 500 companies, which contrasts with the 77 percent of S&P 500 companies that received Rule 14a-8 shareholder proposals.
Around 45 percent of the proxy contests with proposals (31 contests) ended before the proposals were voted on at a meeting (either because they were withdrawn by the proponent or settled in some other manner prior to the meeting). Among the 38 contests that lasted through a shareholder meeting, there were 57 proponent proposals up for a vote, around 49 percent of which (28 proposals) received enough voting support to pass the specific voting requirements applicable to each proposal. Of these 57 proposals, 24 targeted investment companies, and 67 percent of these 24 received sufficient voting support to pass.
In proxy contests, both companies and proponents incur direct costs of solicitation.
Beyond these estimated solicitation expenses, proxy contests may be associated with other indirect costs, such as the cost of management or proponent time spent in the process of conducting the contest and expenses associated with any discussions held between management and the proponent(s) or other participants who could influence the outcome (
Turning to current voting mechanics in shareholder proposal proxy solicitations, as an alternative to the Rule 14a-8 process, a proponent can present a proposal to shareholders by sending its own separate proxy card.
A company may include proponent proposals received outside the Rule 14a-8 process in its proxy materials, which would provide a means for shareholders to vote with respect to the proposal using the company's proxy card.
A company's decision on whether to include a proponent's proposal presented outside the Rule 14a-8 process in its proxy materials, where the company does not support the proposal, thus involves a tradeoff. On the one hand, not including the proposal potentially increases the likelihood that the non-Rule 14a-8 proponent's solicitation effort obtains the votes needed to pass the proposal if shareholders who vote using the proponent's proxy card are more amenable to the proposal. On the other hand, including the proposal incurs many of the same costs incurred with Rule 14a-8 proposals.
Although Rule 14a-8 was not adopted to serve as a means of shareholder engagement, we recognize for purposes of assessing the baseline that some shareholders use the Rule 14a-8 process as an engagement tool.
Below we discuss available research on existing practices related to these forms of shareholder engagement. Where academic research on any particular form of engagement is limited, the lack of specific data and evidence makes it difficult to quantify the pros and cons of these particular methods. In addition, the costs and benefits of using a particular shareholder engagement method may vary depending on the investor and the company involved. In particular, as noted in various instances below, State law and companies' governing documents may dictate the form of, restrict, or have other implications for the feasibility and expense of undertaking, a given approach.
Voting in director elections and on management proposals is, broadly speaking, a method of shareholder engagement.
Informal communication with management, a method commonly used by large institutional investors, is another means of shareholder engagement.
Shareholders with concerns who wish to express their views about management actions or who desire to effect change at companies also may conduct “exempt solicitations,”
Commission rules provide for certain other forms of engagement exempt from the proxy rules, such as solicitations limited to no more than 10 persons.
“Proxy access” provisions, which allow shareholders to include their director nominees directly on a company's proxy card (if permitted by the company's governing documents), is another available avenue of shareholder engagement.
Social media platforms represent a lower-cost alternative voice mechanism that may be more accessible to resource-constrained shareholders than independent solicitation or other formal engagement mechanisms. Recent research documents the use of social media by shareholders to mobilize support, share information, and coordinate governance engagement.
Finally, academic literature has also discussed the role of the threat of divestment as a potentially important alternative to more traditional methods of shareholder engagement.
In this section, we consider the potential benefits and costs of the proposed amendments. Some of the benefits and costs are difficult to quantify or estimate with certainty.
The potential benefits and costs of the proposed amendments will depend, to a certain degree, on the value of the shareholder proposals that may be forgone under the proposed amendments. By “value,” we mean the degree to which the proposals are associated with value-enhancing or value-reducing corporate policy changes and thus more likely to be of interest to the broader shareholder base. Such changes are not necessarily limited to traditional corporate governance (or agency cost) concerns but may encompass broader considerations, such as corporate strategy or management dynamics.
As discussed in section II.A.1, the principal basis for the proposed rescission of Rule 14a-8 is the Commission's conclusion that the rule exceeds the Commission's authority under section 14(a) of the Exchange Act. Independent of that conclusion, the policy reasons discussed in section II.A also provide a basis for rescinding Rule 14a-8 in its entirety. In this section, we examine economic dimensions of those policy reasons, focusing on two principal economic issues.
First, Rule 14a-8 creates a cost structure that generates an externality. The rule requires a company to include qualifying shareholder proposals in its proxy materials, meaning that the
Second, Rule 14a-8's Federal framework has given States and companies little occasion or incentive to develop their own shareholder proposal frameworks—frameworks that States competing for incorporations might otherwise tailor to differences in ownership structure, industry, size, and other company-specific circumstances, and that companies might otherwise develop through charter and bylaw provisions to reflect their particular circumstances. With limited exceptions, most States have not enacted a comprehensive shareholder proposal framework during the more than 80 years that Rule 14a-8 has been in place, and the Commission is not aware of any company that has adopted such a framework in its own governing documents.
The proposed rescission would address these considerations by leaving the allocation of proposal-related costs to State law and private ordering, thus providing States and companies more opportunities to develop frameworks suited to their circumstances.
We identify four principal categories of potential benefits of the proposed rescission: direct compliance cost savings for issuers, reallocation of managerial time and resources, potential improvements in the focus of corporate communications, and reductions in voting costs for shareholders. Each of these potential benefits is discussed in turn below, and the magnitude of each benefit is subject to uncertainty. Where State law or company governing documents require inclusion of shareholder proposals in circumstances similar to Rule 14a-8, affected companies and non-proponent shareholders would not experience the full benefits described below.
A direct benefit of the proposed rescission would be a reduction of the compliance costs that Rule 14a-8 currently imposes on issuers. Without the rule, companies would no longer be required by the Federal proxy rules to include shareholder proposals in their proxy materials. Some companies may decline to include such proposals absent an independent State law requirement, while others may adopt their own framework for addressing shareholder proposals in their governing documents, if permitted by State law. The magnitude of the resulting direct cost savings is uncertain and depends on various factors, including the extent to which companies would continue to include shareholder proposals in their proxy materials voluntarily or as a result of State law or other requirements.
Currently, the direct costs that companies may incur under Rule 14a-8 include, to the extent applicable, the costs to: (i) review the submitted proposal and respond to issues raised in the proposal (including time spent by internal legal, corporate governance, communications, and investor relations staff, law firms and other service providers, subject matter experts, executive management, and the board of directors on evaluating each proposal);
The direct cost to companies of addressing Rule 14a-8 proposals cannot
Survey data help illustrate the magnitude of direct costs. A 2025 survey based on responses by 35 public companies found that 25.7 percent of respondents reported cumulative four-season direct costs between $100,000 and $250,000 to address shareholder proposals, while 14.3 percent reported costs between $501,000 and $1,000,000, and 11.4 percent reported costs above $1,000,000.
Where a company seeks to exclude a Rule 14a-8 proposal, the data in section IV.B.3.a suggest that complying with the notice requirement in Rule 14a-8(j) is an additional resource-intensive process.
The cost savings from the proposed rescission would not be uniformly distributed across companies. Over the 2022-2025 period, 716 companies received at least one proposal, with an average of 2.0 proposals per company and a median of one. The gap between the mean and the median indicates a distribution in which a small number of companies receive a disproportionately large share of proposals, while most companies that receive at least one proposal receive only one. Companies receiving large numbers of proposals involving complex issues would experience substantially greater savings than companies receiving one or two proposals involving less complex issues. Companies receiving no proposals
Several factors would partially offset these savings. First, the rescission may result in the loss of value-increasing proposals, and this would represent a cost to companies and their shareholders. Although theoretical arguments support a valuable role for nonbinding shareholder proposals as a communication and engagement mechanism, the empirical evidence on their economic impact is mixed. Some empirical research suggests that Rule 14a-8 proposals can improve company performance by motivating value-enhancing policy changes, limiting insider entrenchment, and providing management with useful information about shareholder views.
Second, State law or company governing documents that require inclusion of shareholder proposals in circumstances similar to Rule 14a-8 would reduce the full savings described above. To the extent that a State adopts statutory criteria governing the inclusion of shareholder proposals, or, if State law permits, a company incorporates such criteria into its charter or bylaws, companies subject to those requirements would continue to bear many of the same processing costs they currently incur under Rule 14a-8, regardless of whether the Federal rule is rescinded.
Third, savings would be partially offset if proponents were to decide, should Rule 14a-8 be rescinded, to conduct independent solicitations and management were to choose to engage with them. Under current rules, companies facing independent solicitations may choose to include proponent proposals in their own proxy materials to obtain discretionary voting authority,
Fourth, the proposed rescission is being considered alongside proposed amendments to Rule 14a-4(c)(2). As discussed in section IV.B.2, those amendments may reduce the probability that a proposal submitted through independent solicitation would receive majority support, all else equal. This may reduce proponents' incentives to conduct their own solicitations as a substitute for the Rule 14a-8 process. The volume of independent solicitations, and therefore the degree to which the benefits of the proposed rescission would be offset by substitution activity, likely would be smaller under the combined set of proposed amendments than under the proposed rescission of Rule 14a-8 alone.
Beyond the direct costs described above, addressing shareholder proposals generates indirect opportunity costs: the time and attention that management and the board devote to shareholder proposals could otherwise support core business functions, strategic planning, and other value-enhancing activities. To the extent the proposed rescission reduces the total volume of proposals, rather than simply redirecting them to alternative channels, it would free those resources for value-enhancing activities. The magnitude of this benefit therefore depends on the degree to which proposals are actually forgone following rescission rather than substituted through alternative mechanisms, and the extent to which freed up managerial resources are used for value-enhancing activities, which is uncertain and is discussed further in the context of the offsetting factors above.
The proposed rescission of Rule 14a-8 could affect agency costs in two opposing ways. On the one hand, where management or the board has private incentives to resist proposals that would benefit shareholders, they may devote more resources to opposition than shareholder value maximization requires. To the extent rescission eliminates such proposals, it would reduce this wasteful expenditure. On the other hand, if rescission eliminates value-enhancing proposals, then it would increase rather than reduce agency costs. The net effect on agency costs therefore depends on the distribution of proposals between those that are value-enhancing and those that are not. The two effects cannot be bifurcated with available data, and we accordingly treat the net agency cost effect of rescission as uncertain.
A related benefit of the proposed rescission of Rule 14a-8 would be the reduction in management's perceived pressure to implement value-reducing proposals. Because Rule 14a-8 proposals are generally nonbinding, implementation is often discretionary. Academic evidence suggests that management sometimes implements value-reducing proposals due to reputational concerns about disregarding proposals that receive widespread shareholder support.
A related potential benefit of the proposed rescission is a reduction in the burden that low-value proposals impose on the broader shareholder base. Where proposals reflect concerns not broadly shared by the shareholder base, the inclusion of proposal text, supporting statements by proponents, and any voluntary opposition statements by the company in its proxy materials may consume shareholder attention without commensurate benefit, potentially distracting from communications of greater relevance. Under the current rule, this cost falls not just on companies but also on all shareholders who review and process the resulting proxy materials. To the extent the proposed rescission reduces the frequency of such proposals, it could allow the proxy materials to serve more effectively as a channel for communications relevant to the broader shareholder base. The magnitude of this benefit depends on the proportion of forgone proposals that would not have provided meaningful informational value to the broader shareholder base, an issue that the available data do not allow us to assess with confidence. In addition, although not commonly used today, any potential reduction in shareholder communications might be offset by an increase in use of electronic shareholder forums permitted by Rule 14a-17 as an alternative option for communication.
Voting shareholders (including institutional investors acting on behalf of beneficiaries) currently incur costs to analyze proposals, cast votes, and report on voting decisions to their own stakeholders (if any). These costs scale with the volume and complexity of proposals each proxy season. The proposed rescission of Rule 14a-8 would reduce these costs to the extent it reduces the number of proposals presented for a vote.
The baseline data show that over the 2022 to 2025 period, the average voted proposal received support from 26 percent of votes cast, with a median of 21 percent, and approximately 90 percent of voted proposals failed to pass.
For institutional investors acting as fiduciaries, the voting costs described above carry legal significance beyond their administrative dimension. Depending on the scope of voting authority assumed in the relationship, investment advisers, pension fund managers subject to the Employee Retirement Income Security Act of 1974, and other institutional investors subject to analogous fiduciary frameworks can be responsible for making voting determinations for their clients or beneficiaries. Under these circumstances, the voting determinations must be consistent with the relevant fiduciary duties of the party, and in many cases votes are documented and reported.
These obligations can result in costs that scale directly with the number of proposals presented for a vote: each additional proposal can involve incremental analysis, documentation, and reporting regardless of the ultimate voting outcome. This cost may be partially, but not fully, mitigated to the extent that institutional fiduciaries retain proxy advisory firms to provide voting recommendations or voting execution services.
To the extent that a meaningful share of current Rule 14a-8 proposals do not reflect broadly shared shareholder concerns, institutional fiduciaries currently can incur voting-related costs on proposals that may generate limited value for their clients.
We identify two principal categories of costs: costs to shareholder proponents, and costs to non-proponent shareholders and the broader shareholder base. As with the expected benefits, these costs would be reduced to the extent that State law or company governing documents require inclusion of shareholder proposals in certain circumstances.
The substitution effect from Rule 14a-8 proposals to independent solicitations would depend on the cost structure of independent solicitation and the distribution of value-enhancing proposals in the current baseline. Proxy solicitation costs are generally lower with respect to smaller companies, as they tend to have less dispersed ownership, making it easier for proponents to reach a large fraction of a company's shareholders. The baseline data indicate that 23 percent of proposals submitted between 2022 and 2025 were directed to non-S&P 500 companies. This distribution could shift towards smaller companies following the proposed rescission. At the same time, smaller companies tend to have more concentrated insider ownership, which could reduce the probability that an independent solicitation will succeed and thereby partially offset the cost advantage of targeting smaller companies.
The proposed rescission could disproportionately affect less well-resourced proponents—including individual retail investors and smaller advocacy groups—for whom independent solicitation could be cost-prohibitive. Individual proponents accounted for approximately 45 percent of proposals submitted between 2022 and 2025, a share that rose to 53 percent in 2025. Whether this increase reflects a trend or year-to-year variation is uncertain, but it suggests that a group of proponents potentially most affected by the proposed rescission may be a group that has accounted for a growing share of proposal activity under the baseline.
Proposals submitted by individual proponents received higher voting support (average: 32 percent; median: 31 percent) and a higher majority support rate (14 percent of voted proposals) than those submitted by institutional proponents (average: 20 percent; median: 15 percent; majority support rate: 6 percent of voted proposals).
Second, exempt solicitations—including public advocacy campaigns, vote-no campaigns, and other communications intended to influence voting without involving a shareholder proposal—are available as an alternative to the Rule 14a-8 proposal submission process.
Third, voting in director elections, participating in say-on-pay votes, and divesting are all available alternative engagement mechanisms to shareholders but are not perfect substitutes for the type of proactive shareholder engagement that Rule 14a-8 proposals enable. For example, divestment is an exit mechanism rather than a direct engagement mechanism, and its effectiveness as a substitute for engagement under Rule 14a-8 depends on the size of the shareholder's stake and the significance of the exit threat. These are conditions that are least likely to be met by the smaller individual shareholders that may be most affected by the proposed rescission.
Fourth, social media platforms could serve as a lower-cost alternative engagement mechanism for some proponents compared to independent solicitation.
Lastly, proponents may engage in informal communications with management. For smaller proponents, such communications are less likely to compel management attention. Some small or resource-constrained proponents may find that better-resourced shareholders with aligned interests are willing to sponsor solicitations on their behalf, particularly for proposals with greater expected benefits. The extent to which this substitution would occur is uncertain. Multiple proponents targeting the same company may also have incentives to conduct joint solicitations, sharing the fixed cost component. As mentioned in section IV.B.3, however, shareholders with five percent or greater beneficial ownership may be deterred from pursuing this channel to the extent their contemplated engagement could affect their eligibility to use Schedule 13G rather than Schedule 13D.
Taken together, these alternative mechanisms of engagement may not provide a uniform or complete substitute for the Rule 14a-8 process. Their availability and effectiveness vary systematically with shareholder size, company governing documents, and State law in ways that may disadvantage smaller proponents and shareholders of
The potential value of Rule 14a-8 proposals as leverage in private negotiations with management could be gauged by the frequency of submissions and withdrawals of various shareholder proposals under Rule 14a-8. For example, environmental and social proposals accounted for 61 percent of withdrawals despite representing 53 percent of submissions, while governance proposals accounted for only 36 percent of withdrawals despite representing 45 percent of submissions. This higher withdrawal rate for environmental and social proposals suggests that proponents bringing proposals in this category may be more likely to negotiate with management and withdraw following engagement.
The costs of the rescission could extend beyond proponents to the broader non-proponent shareholder base through several channels.
The literature does, however, identify meaningful cross-sectional variation in proposal value effects. Studies find more positive short-run market reactions for proposals related to eliminating poison pills, adopting cumulative voting, and reducing antitakeover protections.
The evidence on whether individual or institutional proponent proposals generate larger market reactions is also conflicting. One study finds higher market reactions for proposals sponsored by individuals than those sponsored by institutions;
Beyond short-run stock price evidence, the academic literature documents long-run value effects and corporate changes following proposal passage. One study finds that firms where proposals pass by a narrow margin subsequently improve on multiple operating dimensions, with the adoption of these proposals estimated to raise long-run shareholder value by roughly 2.8 percent.
The magnitude of this cost is uncertain and depends on the degree to which current proposals reflect value-enhancing shareholder beliefs rather than special interests. To the extent that proponents use available mechanisms under State law and company governing documents to bring about the same or similar result as they currently do under Rule 14a-8, this cost could be mitigated. Also, the effectiveness of informational signals from proposal voting is not uniform: signals are most valuable when management and shareholders differ in their beliefs about potential outcomes rather than in their underlying incentives, and less valuable when shareholder inputs are noisy or driven by motivations unrelated to firm outcomes. The available empirical evidence suggests that the informational value of proposal activity is heterogeneous rather than uniformly high or low—a meaningful subset of proposals appears to generate governance benefits that are not fully captured in contemporaneous voting outcomes, while a substantial proportion of proposals receive limited voting support and may have limited informational value for the broader shareholder base and for management.
The magnitude of the impacts and duration of this transition period are uncertain and would depend on the degree to which State law and private ordering develop frameworks that address shareholder proposal activity in the absence of Rule 14a-8 and the pace at which State legislatures act, State courts resolve relevant legal questions, and companies and their shareholders agree upon new frameworks and practices. It is possible that this transition period could extend for several years. These transition costs would be temporary in nature and would diminish if and to the extent State law develops and private ordering is implemented, but they may be significant in the near term.
Non-proponent shareholders could also be affected during the transition period to the extent that legal uncertainty about the standards applicable to shareholder proposals affects the governance of companies in which they hold shares. The degree to which non-proponent shareholders are affected similarly would depend on the pace of the transition and the degree to which State law and private ordering develop frameworks that address shareholder proposal activity in the absence of Rule 14a-8.
The proposed amendments to Rule 14a-4(c) address an externality that is related to that arising in the context of Rule 14-8 but is also distinct: under current Rule 14a-4(c)(2), a proponent's decision to conduct an independent solicitation can lead to costs for a company that the proponent does not bear and therefore does not internalize. Specifically, a company is restricted from exercising discretionary voting authority with respect to an omitted proposal if the proponent distributes its own proxy materials to holders of at least the percentage of the company's voting shares required under applicable law to carry the proposal and satisfies related procedural requirements.
Amendments to the proxy rules to facilitate the universal proxy rules adopted in 2021 increased the significance of this choice.
The proposed amendments to Rule 14a-4(c) would address both the general and zero-slate cases by replacing the solicitation threshold with an individual shareholder opt-out check box. A company that omits a proposal would remain able to collect and cast votes on it through discretionary voting authority, except for shares represented by proxy cards on which shareholders opt out. In a zero-slate campaign, the company would likewise no longer need to include the proponent's proposals on its proxy card to exercise proxy voting authority with respect to those proposals. The following economic analysis examines the potential benefits and costs of the proposed amendments to Rule 14a-4(c), including the potential effects on proposal volume, proposal composition, and shareholder voting. The proposed amendments could increase the number of proposals that companies omit from their proxy cards and reduce the number of proposals submitted by proponents, with consequences for shareholder voting and governance examined below. We also examine the interaction of the proposed amendments to Rule 14a-4(c) with the proposed rescission of Rule 14a-8.
To illustrate the effects of the proposed amendments to Rule 14a-4(c) on shareholder voting, consider a scenario in which: (i) a proponent submits a proposal outside of Rule 14a-8 and delivers its own proxy materials to holders of the percentage of the company's shares necessary to carry the proposal; and (ii) the proposal is timely received by the company. Under the current rule, the company faces a binary choice: include the proposal in its proxy materials in order to exercise proxy voting authority with respect to that proposal (because it cannot exercise discretionary voting authority with respect to the proposal) or omit the proposal from its proxy materials and forgo the ability to exercise proxy voting authority with respect to that proposal. Assume additionally within the scenario that: (iii) the company omits the proponent's proposal from its proxy card while providing the disclosure required under Rule 14a-4(c)(2); and (iv) a shareholder signs the company's proxy card. Under the baseline, this shareholder's proxy is counted as a non-vote on the proponent's proposal (
The proposed amendments would therefore enable a company to exercise discretionary voting authority on the proposal without including the proposal in its proxy materials, reducing certain costs of inclusion where a company chooses to omit a proposal from its proxy card. The proposed amendments would also provide an additional option to a shareholder who uses the company's proxy card where the company omits the proposal: such a shareholder would be able to preserve the baseline of a non-vote outcome by checking the proposed opt-out box in lieu of having its vote cast through the company's discretionary authority by leaving the box unchecked.
When a proponent submits a proposal outside of Rule 14a-8, delivers its own proxy materials to holders of the percentage of the company's shares necessary to carry the proposal, and ensures the proposal is timely received by the company, the company currently faces a binary choice between inclusion and omission—where omission means forgoing any ability to receive and exercise proxy voting authority from shareholders through its own proxy card with respect to the proposal. The proposed amendments do not change this binary choice, but they do change the consequence of choosing omission. Under the proposed amendments, a company that omits a proposal from its proxy card can receive and exercise discretionary voting authority, subject to the proposed opt-out check box. Where companies that currently would have otherwise included the proposal but choose to omit a proposal under the proposed amendments, they would no longer face certain direct costs associated with inclusion.
Under the baseline, few practical differences exist between a company's activities and costs in connection with inclusion and omission: a company would generally conduct legal review, management and board review, and communications with outside consultants in both cases. The costs that vary between inclusion and omission consist primarily of the incremental costs of including the proposal and the board's recommendation to shareholders regarding the proposal in the proxy materials and conducting active solicitation campaigns that some companies undertake when including a proponent's proposal on their proxy card.
Active solicitation efforts may involve proxy solicitation firms, investor outreach, and substantial management time, which can collectively be a significant cost driver.
The cost savings identified above are also related to the costs that the proposed amendment may impose on certain shareholders. Under the baseline, companies that ultimately include proposals may respond by conducting active solicitation campaigns. The proposed amendments give these companies the option to switch to omission while retaining the ability to exercise discretionary voting authority, generating the largest cost savings for companies that currently bear the highest costs of inclusion and active solicitation. At these same companies, however, shareholders who wish to vote in a manner that is opposite to management's intended vote currently have a direct path to doing so through the company's proxy card because the proposal is included on the company's card, which is a path that would be removed if the company switches to omission. The cost savings to the company and the loss of voting options for shareholders who wish to vote opposite to management's intended vote on the company's card are therefore two consequences of the same decision by the same set of companies. This analysis is subject to the qualification that not all companies will switch to omission: some may continue to include proposals for strategic or reputational reasons, in which case neither effect would materialize.
Issuers who take advantage of the additional flexibility with respect to discretionary voting authority would face compliance costs of doing so. These compliance costs are estimated to be approximately $1,100 annually in aggregate across all affected issuers, reflecting $625 per hour for 0.1 hours per proposal.
The proposed amendments may reduce the total volume of proposals submitted through independent solicitation. By enabling companies to exercise discretionary voting authority, even where the proponent has delivered its own proxy materials to holders of the percentage of the company's shares necessary to carry the proposal, the proposed amendments would allow companies to cast votes against a proposal on behalf of shareholders who use the company's proxy card and do not check the proposed opt-out check box. Such votes would have been counted as non-votes under the current framework. This reduces the proponent's expected probability of success, which may affect the proponent's incentives to conduct an independent solicitation.
The proposed amendments to Rule 14a-4(c) should also be considered in conjunction with the Commission's concurrent proposal to rescind Rule 14a-8. Under the baseline, non-Rule 14a-8 proposals are uncommon,
The proposed amendments could also compound the effect on less well-resourced proponents. The proposed rescission of Rule 14a-8 would disproportionately affect less well-resourced proponents, including individual retail investors and smaller
The proposed amendments may affect the characteristics of proposals submitted through independent solicitation in two ways. First, by reducing the expected probability of a successful outcome for proposals submitted through independent solicitation, the amendments may affect which proponents find it worthwhile to conduct independent solicitations and for which proposals, potentially changing the composition of submitted proposals. Second, the concurrent rescission of Rule 14a-8 would raise the cost threshold for presenting proposals, potentially changing the composition of the broader proposal population by filtering out some of the proponents (and therefore their proposals) who otherwise would have relied on Rule 14a-8's lower-cost mechanism.
Data on shareholder voting outcomes indicate that, over the 2022 to 2025 period, the average shareholder support for voted Rule 14a-8 proposals was approximately 26 percent of votes cast, with only approximately 10 percent of proposals receiving majority support. These figures are consistent with the finding that most currently submitted Rule 14a-8 proposals lack broad shareholder support. To the extent that proposals lacking majority support reflect the preferences of a minority of shareholders rather than the shareholder base as a whole, a reduction in such proposals may reduce the costs that the majority of shareholders incur in reviewing and voting on them and may allow shareholder attention to be directed toward proposals with broader support. This benefit is contingent, however, on the proposals that would no longer be submitted being those with lower shareholder support. Data on proposals submitted through independent solicitations and voted on show that a higher fraction, 49 percent, of such proposals (and 67 percent of those targeting regulated funds) pass.
We draw limited inferences from the voting data for two reasons. First, support levels are a noisy signal of a proposal's value to the company and shareholders: shareholder apathy, management solicitation against proposals, and institutional standing voting policies may all affect shareholders' votes on a proposal, independently of underlying proposal value. Second, the voting data cover only proposals that proceeded to a vote, which may differ systematically from those that would no longer be submitted under the proposed amendment.
The higher cost threshold, all else equal, under a post-rescission regime may operate as a filter in two distinct ways. First, it may filter out proposals less likely to receive broad shareholder support, which would be beneficial to companies and shareholders to the extent it reduces the burden of reviewing and voting on proposals that do not reflect broadly shared concerns. This filtering benefit assumes, however, that proponents of low-support proposals are primarily motivated by the prospect of a successful voting outcome and will therefore be deterred by the reduced probability of success. To the extent that some proponents submit proposals primarily to make a statement, generate publicity, or put a governance concern on the record, rather than to garner majority support, the reduced probability of success may have little effect on their submission behavior. These proponents may therefore be among the least filtered out by a higher cost threshold, which would attenuate the filtering benefit identified above.
Second, it may filter out proponents with fewer resources, regardless of the value of their proposals, which is not necessarily beneficial as such proponents may have proposals that would have benefited shareholders and the company. The direction and magnitude of these filtering effects depend on which proposals are most likely to be affected by the higher cost threshold, and the available evidence suggests that opposing forces bear on the question, as discussed below.
On the one hand, the filtering benefit assumes that the proposals most sensitive to the cost increase are those submitted by proponents whose proposals lack broad shareholder support. However, individual proponents constituted approximately 49 percent of the identified Rule 14a-8 population (during the 2022-2025 period), and their proposals received higher average shareholder support (approximately 32 percent) than those submitted by institutional proponents (approximately 20 percent) in the historical voting data.
On the other hand, several considerations qualify the inference that the filtering effect would operate against the benefit case. First, the subset of individual proponents who would transition to independent solicitation may be more sophisticated and better resourced than the broader Rule 14a-8 individual proponent population, as the higher costs of independent solicitation would themselves function as a filter on proponent sophistication and resources. If this is correct, the proposals submitted by individual proponents under the new regime may not be as sensitive to the cost increase as the prior argument assumes. Second, this inference depends on the Rule 14a-8 proponent population being representative of the population likely to submit proposals under the new regime—an assumption that may not hold if proponents who have committed to independent solicitation differ systematically in sophistication and resources from the historical Rule 14a-8 population. Indeed, we find evidence this is the case, as proposals submitted through independent solicitation are
These opposing forces introduce uncertainty about the magnitude as well as the direction of the filtering effect, as the available data do not support a firm inference that the proposals most likely to no longer be presented under the proposed amendment are those with the weakest underlying shareholder support. We therefore treat the filtering effect as uncertain in both direction and magnitude.
The economic significance of these composition effects depends on the direction of the filtering effect. If the proposals most likely to exit the system are those with the weakest underlying shareholder support, companies and shareholders would benefit from a reduction in the burden of reviewing and voting on proposals that do not reflect broadly shared concerns. If, however, the proposals that would most likely not be presented are those with stronger underlying shareholder support—as the individual proponent data suggest is possible—the composition effect would represent a cost rather than a benefit, as the set of proposals that might include value-enhancing proposals would no longer be submitted. Further, independent solicitations have historically received significant shareholder support (close to half of them passed during the 2022-2025 period).
The voting data also do not capture outcomes produced through the negotiation and withdrawal of proposals. A significant proportion of shareholder proposals are withdrawn before a vote, often following negotiation with management, which may thus produce governance outcomes that do not appear in voting data. Management may be more committed to implementing a negotiated outcome than the outcome of a majority vote on a shareholder proposal, suggesting that the value effect of the negotiation and withdrawal of proposals channel may exceed what the voting data alone capture. The likelihood of proceeding to a vote is the primary source of proponent leverage in these negotiations. To the extent that the proposed amendments alter the credible threat of a successful outside solicitation, they may affect proponent leverage in pre-vote negotiations, the negotiating dynamic between companies and proponents, and the rate of negotiated withdrawals and the outcomes associated with them. The direction of this effect depends on the degree to which the proposed amendments change proponent leverage and negotiating incentives. The voting data therefore do not provide insight into all the activity that the proposed amendments may affect.
Uncertainty about the change in value from changes in proposal composition is consistent with broader mixed results when attempting to value shareholder proposals. Empirical research on stock price reactions to shareholder proposals suggests that the average wealth effects of non-binding proposals are close to zero, though with significant cross-sectional variation.
The proposed amendments would increase management's expected probability of success when faced with independent solicitations. The extent to which this is a benefit or cost of the proposed amendments depends in part on the degree of managerial agency conflict in companies targeted by independent solicitations. An agency conflict occurs when the managers of a company have different incentives or objectives than the owners (shareholders) of the company. For example, managers might reduce board independence, weaken compensation oversight, or entrench anti-takeover provisions such as poison pills (also known as shareholder rights plans) to increase their compensation, improve executive job security, or insulate themselves from accountability.
If managers are aligned with shareholder interests and possess superior information as insiders, then providing them with additional discretionary authority over independent proposal solicitations would likely increase the likelihood of higher-value vote outcomes. However, if the proposal exacerbates managerial agency conflicts, it could increase the likelihood of lower-value vote outcomes. The balance between these potential outcomes depends on which companies would likely be targeted by independent solicitations under the proposed amendments, how these companies chose to exercise their discretionary voting, and the potential severity of the agency conflicts. Ultimately, the magnitudes of these effects are uncertain.
The population of companies that attract independent solicitations is unlikely to be representative of the broader universe of public companies, and independent solicitations may skew toward target companies with agency conflicts. Independent solicitations are costly, and proponents may pursue them only after exhausting lower-cost engagement channels or determining that these other engagement channels have proven insufficient. Agency conflicts would frustrate these other engagement channels. Accordingly, companies that attract independent solicitation may disproportionately be those with agency conflicts that are, in the view of proponents, significant enough to warrant the expense of independent solicitations.
This inference faces several limitations. First, companies may attract independent solicitations, despite their cost, for reasons other than concerns about company value, including their size and public profile, the industries in which they operate, or ownership structures that make them attractive targets for particular types of proponents. Second, declining solicitation costs (
Any conclusion that the proposals are costly because of agency conflicts would depend on management using their additional voting discretion to defeat value-enhancing proposals, but the available evidence does not establish that management would necessarily do so. Nearly half (49 percent) of proposals submitted outside the Rule 14a-8 process from 2022 to 2025 that went to a vote received enough support to pass.
Academic research suggests that corporate governance structures develop endogenously to the existing agency conflicts within a firm, and that management incentives and objectives can shape governance arrangements and corporate outcomes over time.
Under the first interpretation, management has shaped governance to extract private benefits at shareholders' expense, reducing board independence, weakening compensation oversight, or entrenching anti-takeover provisions to insulate itself from accountability. Under this interpretation, the governance concerns motivating independent solicitations are well-founded, management opposition reflects agency conflict, and the proposed amendments' effect in reducing the probability of success of independent solicitations may be adverse to shareholder interests.
Under the second interpretation, management has shaped governance to be less restrictive, not to extract private benefits but to preserve operational flexibility in the service of shareholder value. Governance structures that appear suboptimal by reference to general best-practice standards may reflect rational adaptation to firm-specific circumstances, such as industry, strategy, or competitive environment. Proposals identifying these arrangements as concerns may therefore mischaracterize legitimate managerial discretion as an agency problem, and management opposition may reflect a valid assessment of shareholder interests rather than entrenchment. The same governance profile could be consistent with both interpretations.
Two additional factors create uncertainties in the potential magnitude of the agency conflict concern. First, the argument that the proposed amendments would have a negative effect in the presence of agency conflicts assumes that management at these companies would be aware of the amendments (if adopted) and then act on them to seek discretionary voting authority. If the additional authority under the proposed amendments is not used, then the agency conflict risk would be smaller than the argument implies. Second, the agency conflict concern may be most relevant for companies with moderate rather than the most severe governance concerns: companies with very significant governance problems may have already been subjected to other forms of shareholder intervention (such as shareholder campaigns or board reconstitution) that reduce the marginal role of independent solicitations under the proposed amendments.
The proposed amendments would affect shareholders who use the company's proxy card differently depending on whether they wish to vote with or opposite to management's voting recommendation on a proposal.
A shareholder who wishes to vote with management's recommended vote in the case where the company omits the proposal from its proxy card would be better off under the proposed amendments. Under the baseline, the only possible result of such a shareholder's proxy is a non-vote, whereas under the proposed amendments the shareholder would be able to leave the proposed opt-out check box blank and have its vote cast in accordance with management's recommendation. This benefit is conditional on the company having omitted the proposal under the baseline. To the extent companies would have included proposals in their proxy materials under the baseline, allowing shareholders to vote directly according to their preference, these shareholders would benefit less from the proposed amendments, as they could already vote in accordance with management's voting recommendation on the company's proxy card.
A shareholder who wishes to vote opposite management's intended vote could be worse off under the proposed amendments. First, consider the case where the company omits the proposal under both the baseline and the proposed amendments. Under the baseline, such a shareholder using the company's proxy card is counted as a non-vote. Under the proposed amendments, the same shareholder would have to affirmatively check the proposed opt-out check box to be counted as a non-vote; failing to do so would result in the company exercising its discretionary authority to cast the vote in accordance with its disclosed intention, contrary to the shareholder's preference. Second, consider the case where the proposed amendments would make the company more likely to switch from inclusion to omission. Under the
Companies' switch from inclusion of a proposal to omission would also have informational consequences for shareholders. Under inclusion, shareholders receive the proposal and the board's recommendation regarding the proposal with reasons for their support or lack of support. Under omission (absent the proposed amendments) and under the proposed amendments, shareholders would receive a brief description of the proposal in the proxy statement, as required under current Rule 14a-4(c)(2), as well as how the company intends to vote through its exercise of discretionary authority (although reasons would not be required). The proxy card would include a cross-reference to the location of this information in the proxy statement and the proposed opt-out check box. The net informational effect of the proposed amendments therefore depends on the proportion of companies that would have chosen inclusion rather than omission under the baseline. For companies that would have chosen inclusion absent the proposed amendments, the proposed amendments would represent an informational reduction; for companies that would have chosen omission, the informational effect is neutral.
A shareholder who wishes to abstain faces a situation similar to that of a shareholder who wishes to vote opposite to management's recommendation in the case where the company omits the proposal under both the baseline and the proposed amendments. Under the baseline, such a shareholder is automatically counted as a non-vote, whereas under the proposed amendments the shareholder would be counted as a non-vote if he or she affirmatively checks the proposed opt-out check box. In the case where the proposed amendments would make the company more likely to switch from inclusion to omission, the extent to which a non-vote and an abstention (available if the proposal were included) are practically equivalent depends on the applicable voting standard: under a percent-of-outstanding-shares standard the two are equivalent, while under a percent-of-votes-cast standard a non-vote reduces the denominator and may affect the outcome differently than a formal abstention. To the extent the proposed amendments would increase omission rates and more shareholders would not have their votes cast on the proposal, the effect on proposal outcomes would therefore depend on the applicable voting standard.
The analysis above (section IV.C.2.f) assumes that shareholders are fully aware of the proposed opt-out check box mechanism and do in fact choose the action that best aligns with their preferences. However, a substantial body of empirical research on default effects demonstrates that defaults exert a considerable and consistent influence on decisions across a wide range of contexts, and that the option presented as the default is chosen at higher rates than preferences alone would predict.
The default effect is likely to vary across the shareholder population. Institutional investors with dedicated proxy voting teams are unlikely to be materially affected by inertia or limited attention, given their established processes for reviewing proxy materials and making voting decisions. The impact of the default effect would therefore likely be more concentrated among retail shareholders, who hold a meaningful minority share of most public companies' outstanding equity. The proposed mandatory disclosure of management's voting recommendation would provide information to shareholders who read the proxy materials carefully but may not address the inertia and limited attention components of the default effect for shareholders who engage less thoroughly with proxy materials—precisely the shareholders for whom the default effect is most likely to be significant.
The proposed opt-out check box mechanism has practical limitations that would bear on its effectiveness in mitigating the default effect. First, mitigating the default effect through the proposed check box mechanism would require shareholders to be informed about the importance of checking the opt-out box through channels independent of the company's proxy materials. Proponents may or may not undertake this effort, and some proponents may face resource constraints to do so, as noted above. Second, the check box mechanism faces a structural limitation independent of the communication problem. A shareholder who wishes to vote opposite to management's recommendation and checks the proposed opt-out check box achieves only a non-vote, not an affirmative vote opposite to management's recommended vote. The proposed check box would therefore address one dimension of the default effect: it prevents management from casting a vote in accordance with its disclosed
The default effect may result in votes being cast in accordance with management's recommended vote regardless of shareholders' actual preferences. In addition, shareholders who check the proposed opt-out box under the mistaken belief that doing so constitutes a vote opposite to management's recommended vote will have their preferences only partially realized. The net distributional effect depends on the composition of shareholder preferences relative to management's recommended votes across the affected population of companies and proposals; this composition varies considerably and cannot be assessed in the aggregate.
The proposed amendments address a distortion created by the interaction between current Rule 14a-4(c)(2) and Rule 14a-4(d)(1) (the “bona fide nominee” rule), which was amended in connection with the adoption of the universal proxy rules. This distortion differs from the general cost of inclusion problem.
Under the current proxy rules, a proponent soliciting votes for a shareholder proposal may place the company's director nominees on the proponent's own proxy card, even when offering no competing nominees. This “zero slate” approach allows the proponent's card to offer shareholders both the company's director nominees and the proponent's proposals on a single card, making it generally more appealing to shareholders than the company's card when that card contains only the company's nominees and management proposals. As a result, shareholders who want to support the company's nominees but also vote on the proponent's proposals have strong incentives to use the proponent's proxy card rather than the company's card in this instance.
This dynamic can result in companies feeling compelled to include a proponent's proposals on their own proxy card, even though the Federal proxy rules (and existing State laws) do not require that they do so. If the company omits the proposals, then it will not have proxy voting authority with respect to the proponent's proposals. To avoid that loss of proxy voting authority, a company may decide to include the proponent's proposals, thereby assuming the full costs of inclusion and solicitation while the proponent only incurs the costs of its own solicitation.
This is a form of cost externalization because the proponent benefits from the company's proxy distribution infrastructure and solicitation efforts without bearing the associated expense of soliciting all shareholders. The company, in turn, incurs costs it would not otherwise face, not because the Federal proxy rules require inclusion, but because the interaction between Rules 14a-4(c)(2) and 14a-4(d)(1) creates structural pressure to include the proposals voluntarily. As a result, a single proponent, through a zero slate campaign, may be able to compel the company to place its proposals on the company's proxy card at the company's expense.
By allowing companies to exercise discretionary voting authority even when the proponent has distributed proxy materials to the requisite percentage of shareholders, the amendments remove the binary choice that makes omission costly today. A company that omits a proposal from its proxy card would still be able to exercise discretionary authority, subject to the proposed opt-out check box. As a result, the company would no longer need to include the proponent's proposals on its own card to exercise proxy voting authority.
The benefit of the proposed amendments in this context is the removal of the coercive dynamic currently created by zero slate campaigns. Companies that currently feel compelled to include a proponent's proposals to exercise proxy voting authority would be able to omit those proposals while still exercising discretionary voting authority. This benefit differs from the general cost savings described above, which concern companies that include proposals because of the solicitation-threshold mechanism in current Rule 14a-4(c)(2). The zero slate benefit is narrower and more targeted: it applies to companies whose pressure to include proposals stems not from the threshold itself, but from its interaction with the bona fide nominee rule.
The benefit of the proposed amendments in the zero slate context is subject to qualifications. First, the benefit arises only for companies that would have faced zero slate campaigns in the absence of the proposed amendments and would depend on how frequently proponents choose to use zero slate campaigns following the rescission of Rule 14a-8. Second, the benefit assumes that the amendments do not result in other changes that may lead to costs for companies. For example, if proponents instead increase their use of exempt solicitations, public campaigns, or informal engagement, the benefit of eliminating the zero slate dynamic may be reduced. Third, the benefit depends on companies choosing to omit proposals under the amended framework rather than continuing to include them voluntarily for strategic or reputational reasons. Companies that would have included the proposals regardless of the zero slate coercive dynamic would not experience this benefit.
The proposed rescission of Rule 14a-8 and the proposed amendments in Rule 14a-4(c) may generate benefits and costs for providers of administrative and advisory services related to proxy solicitation and shareholder voting (“proxy-related service providers”). If the proposed rescission results in fewer shareholder proposals, such providers may incur costs in the form of forgone revenue as a result of reduction in business. Such an effect could be mitigated to the extent that States adopt statutory criteria governing the inclusion of shareholder proposals, or, if State law permits, companies incorporate such criteria into their charter or bylaws; but only to the extent that those frameworks result in shareholders submitting proposals at levels comparable to the current Rule 14a-8 process. State or bylaw frameworks that are more restrictive than Rule 14a-8, or that companies or shareholders do not actively use, would provide limited mitigation. These costs could also be mitigated if the proposed rescission of Rule 14a-8 redirects a portion of the existing Rule 14a-8 proposals into the independent solicitation channel, potentially increasing the demand for solicitation-related services.
Additionally, proxy-related service providers could incur transition costs due to the proposed rescission of Rule 14a-8. If the proposed rescission leads States to adopt statutory criteria governing the inclusion of shareholder
Throughout this economic analysis, we have estimated monetized benefits and costs per proposal. In this section, we present estimates of aggregate monetized benefits and costs. These totals include only benefits and costs that are monetized in the economic analysis and thus do not encompass all of the proposed rule's benefits and costs. For example, we were not able to quantify the cost savings to issuers resulting from the amendments to Rule 14a-4(c).
We did not monetize any one-time initial costs or benefits of the proposed rule. As shown in Table 5, we estimate that the proposed rescission of Rule 14a-8 would result in aggregate annual monetized cost savings (
Consistent with the requirements of Executive Order 12866, the Commission reports estimated total monetized benefits and costs for all affected entities in two additional ways specified in OMB Circular A-4.
We report (1) the present values of expected benefits and costs that are monetized in our economic analysis, aggregated across all affected entities over a 10-year time horizon starting in 2026, and (2) the annualized values over the same time horizon, derived from the present values. This time horizon represents the period over which the principal benefits and costs that are monetized in the Economic Analysis are expected to accrue.
Table 9 reports annualized aggregate monetized benefits and costs using real discount rates of 3 percent and 7 percent over a 10-year horizon.
This section addresses the potential effects of the proposed rescission of Rule 14a-8 and the proposed amendments to Rule 14a-4(c) on efficiency, competition, and capital formation.
The proposed rescission of Rule 14a-8 could affect efficiency through several channels. The proposed rescission could improve allocative efficiency by allowing governance arrangements to better reflect the circumstances of individual companies and industries. Rule 14a-8 establishes a uniform Federal framework governing which shareholder proposals companies must include in their proxy materials. Through its eligibility requirements, procedural requirements, and substantive exclusion grounds, the rule has influenced which matters are presented for shareholder consideration. As discussed in section II.A.2.c, Rule 14a-8's uniform Federal framework may have given States and companies little occasion or incentive to develop their own shareholder proposal frameworks, including frameworks tailored to differences in ownership structure, industry, size, and other company-specific circumstances. The proposed rescission would instead leave these determinations to State law and, where State law permits, to private ordering through a company's choice of jurisdiction and the terms of its charter and bylaws. To the extent that the resulting arrangements better serve companies and their shareholders than the uniform Federal framework, the proposed rescission would improve allocative efficiency.
To the extent that the proposed rescission reduces the number of shareholder proposals, companies would incur fewer legal and administrative costs associated with evaluating proponent eligibility, preparing responses, and managing the proxy process. As discussed in section IV.B.3, these costs can be large, particularly in contested solicitations and sustained shareholder campaigns, and can divert resources from productive uses. If the proposals that are eliminated do not generate benefits commensurate with their costs, reducing these expenses would improve productive efficiency. If companies redirect the resulting savings, management attention, and other resources toward higher-value activities, the proposed rescission could also improve allocative efficiency. Both effects depend on whether the proposed rescission reduces the number of proposals companies process, which would turn on how State law and company governing documents develop.
Beyond the administrative costs of processing proposals in general, Rule 14a-8 may also facilitate a distinct category of resource consumption, specifically a form of rent-seeking to obtain private benefits through the proposal process. On the proponent side, some proponents may use the credible threat of a proposal to obtain concessions from management that benefit the proponents. If those concessions merely transfer value from the company or its other shareholders to the proponent rather than creating value, they represent a private benefit rather than a governance improvement. On the company side, management may devote legal fees, executive time, and other resources to such proposals.
The proposed amendments to Rule 14a-4(c) could affect informational efficiency through a different channel. Under the amendments, a company would not have to include a non-Rule 14a-8 proposal in its proxy materials to exercise proxy voting authority over the proposal. Research has documented that investors have limited attention and may not fully process all available information in complex or lengthy disclosures, which can affect the quality of financial decision-making.
The proposed opt-out structure in Rule 14a-4(c) can also be analyzed as a form of delegated decision-making. If a shareholder returns the company's proxy card without checking the opt-out box, the company would have discretionary authority to vote the shareholder's shares on non-Rule 14a-8 proposals in accordance with its disclosed intention. When management is better informed than individual shareholders about the merits of a particular proposal (
The proposed rescission of Rule 14a-8 could reduce efficiency through several channels. Under the baseline, shareholder proposals may provide useful information even when they do not receive majority support. They can reveal shareholder preferences, bring attention to issues that management might not otherwise consider, and generate public discussion that informs corporate decision-making. To the extent that the proposed rescission reduces the number of proposals presented, companies and shareholders could lose these informational benefits. Moreover, if proposals that are no longer presented would have prompted value-enhancing changes in corporate policy, rescission could prevent resources from being directed toward higher-valued uses, reducing allocative efficiency.
The proposed rescission of Rule 14a-8 could also reduce allocative efficiency by weakening managerial discipline. Rule 14a-8 gives shareholders a relatively low-cost means of seeking changes to governance arrangements, including board structure, takeover defenses, and compensation practices. If the prospect that shareholders may submit such proposals and attract support currently discourages entrenchment or capital misallocation, the proposed rescission could weaken that disciplining effect.
The proposed rescission of Rule 14a-8 could also reduce allocative efficiency by narrowing the range of perspectives that reach the board of directors (or similar governing body). Rule 14a-8's low-cost access mechanism enables proponents, including less well-resourced proponents, retail investors, and smaller institutional investors, to present proposals to the broader shareholder base at minimal incremental cost, with the cost of inclusion and distribution borne by the company. Without that mechanism, and to the extent State law and company governing documents do not provide a comparable one, participation in the governance process would require resources sufficient to conduct an independent solicitation. As discussed in section IV.C.2.c, when combined with the proposed amendments to Rule 14a-4(c), this cost differential could systematically reduce the participation of less well-resourced proponents. To the extent that those proponents currently surface governance concerns that are not otherwise raised, and to the extent that the resulting diversity of perspectives improves the quality of corporate decision-making, their reduced participation could diminish the information available in the governance process and reduce allocative efficiency.
The proposed amendments to Rule 14a-4(c) could reduce informational efficiency, with consequences for allocative efficiency. Because a company would not need to disclose the full text of a non-Rule 14a-8 proposal in its proxy materials to exercise discretionary voting authority over the proposal, shareholders who do not affirmatively opt out may effectively delegate their voting authority without full information about the matter. A brief description may not provide enough information for a shareholder to assess the company's position or to evaluate the proposal on its merits. To the extent this results in the rejection of value-enhancing proposals or the approval of value-reducing ones, the amendments would reduce allocative efficiency. The informational effect would fall principally on shareholders whom the proponent does not solicit, because shareholders who receive the proponent's proxy materials would have access to the full text of the proposal.
The proposed amendments to Rule 14a-4(c) could also reduce allocative efficiency by weakening shareholder oversight through two related but distinct mechanisms. First, by eliminating the solicitation threshold that currently limits a company's discretionary voting authority, the proposed amendments would expand the circumstances under which companies can vote on behalf of shareholders on omitted proposals, shifting the exercise of discretionary voting authority toward management. Second, as discussed in section IV.B.2.f,
The transition following the proposed rescission of Rule 14a-8 could itself reduce efficiency, apart from the direct costs of adapting to a new framework. The proposed rescission would likely eliminate the Federal standard before it is clear whether (and to what extent) State law and private-ordering alternatives may develop. In many jurisdictions, State law is silent or unclear as to which proposals are proper subjects for shareholder action, and these questions may be resolved over time by State legislators and courts. In the interim, companies would need to make decisions about whether to include or exclude a proposal, and shareholders would need to decide whether to pursue proposals or other forms of engagement, without clear and settled requirements. Companies might base inclusion decisions primarily on litigation exposure rather than on a fuller assessment of the expected costs and benefits of inclusion or exclusion, and they might defer changes to their governing documents or State of incorporation while awaiting greater clarity. Legal advice and litigation devoted to resolving these questions would consume resources, reducing productive efficiency. Decisions made or delayed because of uncertainty could also direct resources away from higher-valued uses, reducing allocative efficiency. The transition could therefore create uncertainty, delay, and litigation costs that would not necessarily arise under either the current Federal framework or the arrangements that may ultimately emerge.
Finally, shareholders may respond to the proposed rescission by shifting to alternative forms of engagement, including direct outreach to management, exempt solicitations, and independent proxy solicitations. The costs of these alternatives would vary. For proponents, independent proxy solicitations require bearing the full cost of soliciting shareholders directly, which are costs that are largely borne by the company under Rule 14a-8. For companies, response costs may persist regardless of the channel used by the proponent, and companies facing independent solicitations may still choose to include the proposals in their own proxy materials to exercise proxy voting authority (absent the concurrent proposed amendments to Rule 14a-4(c)), thereby incurring many of the same costs as under Rule 14a-8. To the extent that total resources consumed across proponents and companies combined are greater under independent solicitation than under the Rule 14a-8 process, substitution would offset some of the processing-cost savings described above and reduce productive efficiency.
The proposed rescission of Rule 14a-8 and the proposed amendments to Rule 14a-4(c) could affect competition along several dimensions. Because Rules 14a-8 and 14a-4(c) apply only to companies subject to the Federal proxy rules, the associated costs may currently place those companies at a competitive disadvantage relative to companies in the same product markets that are not subject to those rules, including private companies and foreign private issuers. These costs may also be difficult to predict because they depend on the number and nature of the proposals a company receives. As discussed in section IV.B.3, however, these costs are concentrated: most companies subject to the proxy rules receive no shareholder proposals in a given year, and most of those that do receive only one. The asymmetry therefore falls unevenly across public companies, and its competitive significance would depend on the number and cost of proposals a particular company expects to receive. To the extent the proposed changes reduce these costs, they could narrow the cost differential between public and private companies competing in the same product markets.
Among public companies, the competitive effects of the proposed changes could vary by company size. As discussed in section IV.B.3.a, using S&P 500 membership as a proxy for larger company size, Rule 14a-8 proposals are concentrated among larger companies, which therefore bear a disproportionate share of proposal-related processing costs.
The proposed changes could also affect competition in the market for corporate control. Shareholder proposals provide one channel through which shareholders may seek changes to takeover defenses and related governance arrangements. To the extent the proposed rescission reduces the availability or use of that channel, and State law and company governing documents do not provide a comparable one, such arrangements may become more difficult to challenge or remove. This could reduce the contestability of control at affected companies and weaken competitive pressure from potential acquisitions. A proponent could still pursue such changes through an independent solicitation, although the proposed amendments to Rule 14a-4(c) would permit the company to exercise discretionary voting authority over the proposal as described above, potentially making it harder for the
The proposed rescission of Rule 14a-8 could also affect competition among States to attract companies for incorporation within their jurisdictions. States currently have authority to determine the role of shareholder proposals in corporate governance but, with one exception, have not adopted legislation governing shareholder proposals in more than 80 years since Rule 14a-8 was first adopted. The proposed rescission could encourage more States to legislate in this area, and companies' ability to choose their State of incorporation would give States an incentive to adopt frameworks that attract and retain incorporations.
The proposed rescission of Rule 14a-8 and the proposed amendments to Rule 14a-4(c) could affect capital formation through their influence on the costs and attractiveness of public markets, the cost of capital, and the incentives of companies and investors to participate in public equity markets.
To the extent the proposed changes reduce the costs associated with being a public company, they could make public markets more attractive relative to private alternatives. Whether the proposed changes affect a particular company's decision to go or remain public would depend in part on the proposal-related costs it expects to incur, which may be difficult to predict. Proposal-related costs are one of several factors companies may consider in deciding whether to go or remain public,
The proposed changes could also affect the cost of capital if investors regard them as reducing practical access to shareholder-governance mechanisms. Evidence on how investors value particular governance mechanisms is mixed.
The proposed amendments to Rule 14a-4(c) could have distinct effects on capital formation by closed-end funds. As discussed in section IV.B.3, proxy contests involving shareholder proposals are more frequent among closed-end funds, so these funds may be affected by the proposed amendments. Shareholder proposals at closed-end funds may seek tender offers, conversion to an open-end structure, liquidation, or other actions intended to address the difference between a fund's market price and its net asset value. Because closed-end funds generally may not issue common shares below net asset value, a persistent discount can limit their ability to raise additional equity.
We considered whether a reasonable alternative to full rescission of Rule 14a-8 would be to substantially revise the rule and leave in place a version of Rule 14a-8 that defers entirely to State law as to whether a shareholder proposal is a proper subject for shareholder action and therefore must be included in a company's proxy materials. Under such an alternative, companies would be required to include shareholder proposals in their proxy materials if they are proper subjects for shareholder action under State law, without additional criteria or conditions established by our rules.
Even assuming we had authority to adopt such a rule, this approach would offer companies fewer potential benefits than fully rescinding the rule and would result in increased costs to companies when compared to the baseline. This is because, in jurisdictions that do not impose limits on what is a proper subject for shareholder action, that require companies to include shareholder proposals in their proxy materials, or where companies are unable to adopt their own limits on such submissions, the number of proposals required to be included in company proxy materials could increase compared to the baseline, perhaps significantly, thereby expanding preparation, review, and disclosure burdens. Moreover, as discussed in section II.A.2.c, retaining a Federal rule (even a limited one) that requires inclusion of shareholder proposals that are proper subjects for shareholder action under State law could create a perception of Federal preemption, discouraging States and companies from developing their own standards with respect to the inclusion of proposals in company proxy materials. This could leave a situation similar to the current baseline, under which very few States and companies have developed their own standards. While this alternative could potentially reduce certain costs for proponents by increasing their ability to have proposals included in company proxy materials, it would increase costs for companies by requiring them to include more proposals, to prepare longer and more complex proxy materials, and to impose greater review and decision-making burdens on non-proponent shareholders.
We recognize that the costs and benefits of this alternative could vary depending on how States, companies, and proponents choose to respond to such a rule. We invite comments on possible reasonable alternatives that would achieve the goals identified in this release while imposing fewer costs.
Similarly, we considered an alternative of leaving in place a version of Rule 14a-8, or proposing a similar rule under the Investment Company Act, that refers to the Investment Company Act and State law as to whether a shareholder proposal is a proper subject for shareholder action and therefore must be included in a regulated fund's proxy materials. While referring to the Investment Company Act would establish some limits on the matters that would be appropriate for shareholder action and that would be required to be included in a regulated fund's proxy materials, referring to State law would raise many of the same issues as discussed above. Moreover, under this approach, proponents may be incentivized to attempt to frame matters as being related to Investment Company Act voting matters even where such connection is tenuous, which could lead to a potentially resource-intensive process for the regulated funds to determine whether such proposals can be excluded from their proxy materials.
As an alternative approach to the proposed amendments to Rule 14a-4(c), we could have chosen to retain the baseline rule prohibiting a company from exercising discretionary voting authority with respect to timely received shareholder proposals submitted outside the Rule 14a-8 process if the shareholder proponent delivers its own proxy materials to holders of the requisite percentage of the company's shares necessary to carry the proposal. Under this alternative, we could then require the inclusion of a check box that, if checked by the shareholder, would grant the company discretionary voting authority. This would theoretically be no different than the proposed amendment structure, if not for the behavioral default check box effects discussed in section IV.C.2.g. Because shareholders who do not act for reasons that may include inertia, limited attention, or an interpretation of the default as an implied recommendation would produce the default outcome, this alternative would likely result in discretionary voting authority being exercised less often by management than under the proposed rules. Whereas the default structure as proposed could result in some (likely retail) shareholders granting authority when that might not be their actual preference, this alternative could result in some shareholders submitting a non-vote when that might not be their actual preference.
For non-management proposals subject to discretionary voting authority, we could have required companies to include a separate discretionary authority check box on the proxy card for each such proposal, as opposed to a single check box that would apply to all proposals, as under the proposed amendments. Allowing shareholders the flexibility to make individualized choices would be beneficial if shareholders using the company's card wished to vote with management on some proposals (leaving these boxes unchecked) while not wishing to grant discretionary authority on others (by checking these boxes). Companies could also benefit by receiving more granular information as to shareholders' preferences. However, under the proposed rules, for omitted proposals, the proxy card need only include a cross-reference to the location in the proxy statement of disclosures regarding proposals' descriptions and the company's recommended votes. A separate check box for each proposal would necessitate a separate, identifying description on the proxy card for each proposal. This could lengthen the contents of the proxy card and distract shareholders from communications of greater relevance as they review and process the resulting proxy materials.
We request comments on all aspects of our economic analysis, including the potential costs and benefits of the proposed amendments and alternatives, and whether the proposed amendments, if adopted, would promote efficiency, competition, and capital formation. Commenters are requested to provide empirical data, estimation methodologies, and other factual support for their views, in particular, on
33. Have we correctly characterized the baseline of shareholder proposals and independent solicitations? Have we correctly characterized the affected entities? Are there other important elements of the baseline? Please provide supportive data to the extent available.
34. Have we correctly characterized the benefits and costs of the proposed amendments to affected parties? Are there other effects that should be considered? Please provide supportive data to the extent available.
35. Have we correctly characterized the effects on efficiency, competition, and capital formation from the proposed amendments? Are there any other effects that should be considered? Please provide supportive data to the extent available.
36. To what extent would proponents who would have submitted proposals under Rule 14a-8 switch to alternative forms of engagement if the rule were rescinded? Which alternative methods would likely be used, and how would their effectiveness in achieving the proponent's goals compare to submitting proposals under Rule 14a-8? Are certain types of proponents more likely to adopt specific alternative engagement methods?
37. What are the costs of the alternative engagement mechanisms that proponents may use if Rule 14a-8 is rescinded, compared to the cost of the current Rule 14a-8 process? Please provide estimates to the extent possible.
38. What is the cost of an independent proxy solicitation per proponent? Does it vary by type of proposal, type of proponent (
39. What effect would the proposed amendments to Rule 14a-4(c) have on the likelihood of potential proponents conducting independent solicitations? What alternative engagement methods might they use instead, and how effective would these alternatives be?
40. Would the proposed amendments to Rule 14a-4(c) influence companies' decisions regarding whether to include or exclude proposals that are the subject of independent solicitations in their proxy materials?
41. For proposals that are the subject of independent solicitations, what is the difference in the current cost to companies between including the proposal in their proxy materials and omitting the proposal? Would this difference in cost change under the proposed amendments which would require, if omitting: (i) in the proxy statement, a brief description of the matter and how the company intends to vote through its exercise of discretionary authority; and (ii) on the proxy card, a cross-reference to the location of this disclosure in the proxy statement and a check box? What are the primary cost drivers that currently contribute to the cost difference between including and omitting?
42. The proposed rescission of Rule 14a-8 could redirect a portion of the existing Rule 14a-8 proposals into the independent solicitation channel. However, the proposed amendments to Rule 14a-4(c) may reduce the number of independent solicitations. What would be the aggregate effect of the concurrent proposed changes to Rules 14a-8 and 14a-4(c) on the total volume of non-Rule 14a-8 proposals?
43. To what extent would shareholders' ability to express their views on proposals introduced through independent proxy solicitations be affected by the proposed amendments to Rule 14a-4(c)?
44. Would the rescission of Rule 14a-8 and the proposed amendments to Rule 14a-4(c) impact companies' decisions to go public or stay public?
45. To what extent would the proposed amendments result in management being less aware of shareholder views and concerns? Would this impact cost of capital and capital formation?
46. What State laws or company governing document provisions (private ordering) with respect to shareholder proposals are likely to emerge upon any rescission of Rule 14a-8, and how might these compare to current laws and practices under the baseline?
47. How significant would the transition costs be during the period in which State law and private ordering may develop in response to the proposed amendments?
48. Are there any other reasonable alternatives to the proposed rescission of the entirety of Rule 14a-8 that we should consider?
49. Are there any other reasonable alternatives to the proposed amendments to Rule 14a-4(c) that we should consider?
Certain provisions of our rules and schedules that would be affected by the proposed amendments contain “collection of information” requirements within the meaning of the Paperwork Reduction Act of 1995 (“PRA”).
“Regulation 14A (Commission Rules 14a-1 through 14a-21 and Schedule 14A)” (OMB Control No. 3235-0059).
The regulations and schedule listed above were adopted pursuant to the Exchange Act. The regulations and schedule set forth the disclosure and other requirements for proxy statements filed by issuers and other soliciting parties. Responses to this collection of information are mandatory. Responses to this information collection are not kept confidential, and there is no mandatory retention period for the information disclosed.
A detailed description of the proposed amendments can be found in section II above, and a discussion of the expected economic effects of the proposed amendments can be found in section IV above.
As discussed in section II.A above, we are proposing to rescind Rule 14a-8. The proposed rescission, therefore, would eliminate any information collection requirements associated with Rule 14a-8. We are also proposing to amend Rule 14a-4(c) to require that companies seeking discretionary voting authority on proposals that will be presented at a shareholder meeting but not included in the company's proxy materials to include a check box on the proxy card that, if checked by a shareholder, would prevent the company from exercising voting authority on such matters. The following PRA Table 1 summarizes the estimated effects of the proposed rescission of Rule 14a-8 and addition of the check box on the paperwork
We estimate below the incremental and aggregate change in paperwork burden as a result of the proposed amendments. These estimates represent the average burden for all issuers, both large and small. In deriving our estimates, we recognize that the burdens will likely vary among individual respondents based on numerous factors, including the size and complexity of their business. These estimates include the time and the cost of preparing and reviewing disclosure, filing documents, coordinating and engaging with proponents, and retaining records. We believe that some issuers would experience costs in excess of this average cost and some issuers would experience less than such average cost. Our methodologies for deriving these estimates are discussed in section IV.C above.
For purposes of this PRA analysis, the burden is generally allocated between burden hours and costs. The cost burden generally reflects the portion of the burden carried by outside professionals, while the burden hours generally reflect the portion of the burden carried by the issuer internally. The following PRA Table 2 summarizes the estimated total annual number of responses, the average burden hours per response, and the average cost burden per response for each information collection affected by the proposed amendments and, using those amounts, calculates the estimated total annual burden hours and total annual cost burden associated with each affected collection of information under the proposed amendments. The total annual burden hours and cost burdens are rounded to the nearest whole number, and the burden hours per response and cost burden per response are rounded to the second decimal point.
Pursuant to 44 U.S.C. 3506(c)(2)(B), we request comment in order to:
• Evaluate whether the proposed changes to the collection of information are necessary for the proper performance of the functions of the Commission, including whether the information will have practical utility;
• Evaluate the accuracy and assumptions and estimates of the burden of the proposed collection of information;
• Determine whether there are ways to enhance the quality, utility, and clarity of the information to be collected;
• Evaluate whether there are ways to minimize the burden of the collection of information on those who respond, including through the use of automated collection techniques or other forms of information technology; and
• Evaluate whether the proposed amendments would have any effects on any other collection of information not previously identified in this section.
Any member of the public may direct to us any comments concerning the accuracy of these burden estimates and any suggestions for reducing these burdens. Persons submitting comments on the collection of information requirements should direct their comments to the OMB Desk Officer for the Securities and Exchange Commission,
For purposes of Subtitle E of the Small Business Regulatory Enforcement Fairness Act of 1996 (also known as the Congressional Review Act),
• An annual effect on the economy of $100 million or more;
• A major increase in costs or prices for consumers or individual industries; or
• Significant adverse effects on competition, investment, or innovation.
To help inform OMB's determination as to whether any final rule that results from the proposal would be a “major rule,” we solicit comment and data on:
• The potential effect on the U.S. economy on an annual basis;
• Any potential increase in costs or prices for consumers or individual industries; and
• Any potential effect on competition, investment, or innovation.
Commenters are requested to provide empirical data and other factual support for their views to the extent possible, to inform OMB's determination regarding whether any final rule following this proposal is likely to be a “major rule” for the purposes of the Congressional Review Act.
The Regulatory Flexibility Act (“RFA”)
We are proposing to rescind Rule 14a-8 because the rule exceeds the Commission's statutory authority. We also believe there are independent policy reasons to rescind Rule 14a-8. Under the proposed rescission, the Federal proxy rules would no longer require companies to include in their proxy materials shareholder proposals on the basis that they satisfy procedural and substantive requirements established under Federal law. Instead, State law or, if State law permits, a company's governing documents would determine whether a shareholder proposal would be required to be included in a company's proxy materials.
We are also proposing amendments to Rule 14a-4(c), which addresses when a proxy card submitted by a shareholder may confer discretionary voting authority on the proxy holder with respect to a matter that is not included on the proxy card. The proposed amendments to Rule 14a-4(c) are intended to provide companies with greater flexibility, and shareholders with greater control, regarding proposals for which a company may seek discretionary voting authority, which may become more frequent if Rule 14a-8 is rescinded, as proposed.
Finally, we are proposing certain other amendments to facilitate implementation of the proposed changes to the proxy rules and conforming amendments to our rules and forms.
The reasons for, and objectives of, the proposed rescission and amendments are discussed in more detail in section II above.
The amendments contained in this release are proposed under the authority set forth in sections 3(b), 14, and 23(a) of the Exchange Act, as amended, and sections 20(a) and 38 of the Investment Company Act, as amended.
The proposed amendments would apply to: (i) shareholder proponents that submit Rule 14a-8 proposals and those that present proposals through their own proxy solicitations, and (ii) registrants (including issuers and investment companies) subject to the Federal proxy rules that receive Rule 14a-8 proposals and/or proposals presented through proponents' own proxy solicitations. The RFA defines “small entity” to mean “small business,” “small organization,” or “small governmental jurisdiction.”
If adopted, the proposed rescission of Rule 14a-8, the proposed amendment to Rule 14a-4, and the related amendments to the proxy rules would apply to small entities to the same extent as other entities, irrespective of size. As discussed in section IV above, the nature of any benefits and costs associated with the proposed rescission and amendments may vary for large and small entities. However, as a general matter, we are unable to isolate the costs and benefits associated with the proposed amendments for small entities alone, because we lack information necessary to make reasonable estimates.
If Rule 14a-8 is rescinded, States and companies may or may not adopt frameworks that address shareholder proposals in ways that may impact large and small entities, including companies and shareholder proponents, differently. In addition, the proposed amendments to Rule 14a-4, if adopted, would allow companies of all sizes to exercise discretionary voting authority with regard to timely received shareholder proposals presented other than through Rule 14a-8 even if the shareholder proponent delivers its own proxy materials to holders of the requisite percentage of the company's shares necessary to carry the proposal. We refer to the discussion of the economic impact of the proposed amendments, including the estimated costs and benefits, on all affected parties, including small entities, in section IV above. Consistent with that discussion, we anticipate that the economic benefits and costs likely could vary among small entities (including both proponents and companies) based on a number of factors, such as the amount of resources a particular shareholder proponent has, or the number of shareholder proposals received by a particular company. With respect to shareholder proponents in particular, as discussed in section IV above, the proposed rescission of Rule 14a-8 could disproportionately affect less well-resourced proponents, for whom independent solicitation could be cost-prohibitive, while smaller companies could also benefit from the proposed rescission of Rule 14a-8 to the extent compliance with Rule 14a-8 entails fixed or recurring legal, governance, and administrative costs that represent a larger share of their resources.
While the proposed amendments would not impose any compliance or reporting requirements under a Federal rule (other than the burden of including a check box and cross-reference on the proxy card), we request comment on how the proposed amendments would affect small entities, including available empirical data. We discuss the economic impact of, and potential alternatives to, the proposed amendments in section IV, and the estimated compliance costs and burdens of the proposed amendments for purposes of the PRA in section V, above.
We do not expect the proposed rescission of Rule 14a-8 or amendments to Rule 14a-4 and other proxy rules, if adopted, to duplicate, overlap, or conflict with other Federal rules.
The RFA directs us to consider significant alternatives that would accomplish our stated objectives, while minimizing any significant adverse impact on small entities. In connection with the proposed rule, 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 rules for small entities;
• Using performance rather than design standards; and
• Exempting small entities from all or part of the requirements.
The Commission is proposing to rescind Rule 14a-8 and to defer to States and companies to determine if, and under what circumstances, shareholder proposals must be included in a company's proxy materials.
Imposing different standards or requirements regarding the inclusion of shareholder proposals in company proxy materials based on the size of companies or shareholder proponents would not accomplish our stated objective of ending the Commission's entanglement in State law corporate governance matters. Indeed, imposing different standards and requirements is likely to exacerbate the adverse effects of such entanglement, as described in section II.A.2 above. Furthermore, as we are proposing to rescind Rule 14a-8 in its entirety, we do not believe there are any alternatives that would further minimize the compliance and reporting requirements of small entities subject to Rule 14a-8. As we are proposing to rescind Rule 14a-8 in its entirety, it is also not necessary to exempt any small entities from the rule or provide them with alternative compliance timetables.
The proposed amendments to Rule 14a-4 would allow companies of all sizes to exercise discretionary voting authority with regard to timely received shareholder proposals presented other than through Rule 14a-8, subject to certain requirements, even if the
We do not believe that imposing different standards or requirements based on the size of the company or shareholder proponent for these amendments is necessary. In fact, different standards may result in additional costs associated with ascertaining whether a particular company or shareholder proponent may avail itself of such different standards. For these reasons, we are not proposing differing compliance or reporting requirements or timetables, or an exception, for companies and shareholder proponents that are small entities.
Similarly, as the proposed amendments to Rule 14a-4 and the other proxy rules would not impose new compliance or reporting burdens on any entities (other than the burden of including a check box and cross-reference on the proxy card), we find that clarifying, consolidating or simplifying compliance and reporting requirements for small entities, or utilizing performance rather than design standards is not necessary, although we solicit comment on how the proposed amendments could be revised to reduce existing burdens on small entities, including with respect to shareholder proponents that are small entities.
We encourage the submission of comments with respect to any aspect of this IRFA. In particular, we request comments regarding:
• The number of small entities that may be affected by the proposed amendments;
• The existence or nature of the potential impact of the proposed amendments on small entities discussed in this analysis;
• Whether there are any alternative approaches to the proposed amendments that can achieve the objective of this proposal with a lower burden on small entities (including shareholder proponents);
• How the proposed amendments could further lower the burden on small entities;
• How to quantify the impact of the proposed amendments; and
• Whether there are any Federal rules that duplicate, overlap, or conflict with the proposed amendments.
Commenters are asked to describe the nature of any impact and provide empirical data supporting the extent of the impact. Comments will be considered in the preparation of the Final Regulatory Flexibility Analysis, if the proposed amendments are adopted, and will be placed in the same public file as comments on the proposed amendments themselves.
The rule amendments contained in this release are being proposed under the authority set forth in sections 3(b), 14, and 23(a) of the Exchange Act, as amended, and sections 20(a) and 38 of the Investment Company Act, as amended.
Reporting and recordkeeping requirements; Securities; Investment companies; Electronic filing.
For the reasons set forth in the preamble, the Commission proposes to amend Title 17, Chapter II of the Code of Federal Regulations as follows:
5 U.S.C. 552, 552a, 552b, and 557; 11 U.S.C. 901 and 1109(a); 15 U.S.C. 77c, 77e, 77f, 77g, 77h, 77j, 77
15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78
15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3, 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c), 80a-8, 80a-29, 80a-30, 80a-37, 80b-4, 80b-6a, 80b-10, 80b-11, 7201
15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f, 78g, 78i, 78j, 78j-1, 78j-4, 78k, 78k-1, 78
(a) * * *
(b) Sections 240.14a-3 through 240.14a-6 (other than § 240.14a-6(g)
The revisions read as follows:
(c) A proxy may confer discretionary authority to vote on any of the following matters not included on the form of proxy:
(1) For an annual meeting of shareholders, if the registrant did not have notice of the matter by the deadline established pursuant to an applicable state or foreign law provision or the registrant's governing documents (or, in the absence of such a deadline, at least 45 days before the anniversary of the date on which the registrant first sent its proxy materials for the prior year's annual meeting of shareholders), and a specific statement to that effect is made in the proxy statement or form of proxy. If during the prior year the registrant did not hold an annual meeting, or if the date of the meeting has changed more than 30 days from the prior year, then notice must not have been received a reasonable time before the registrant sends its proxy materials for the current year (unless a provision of applicable state or foreign law or the registrant's governing documents establishes an applicable deadline for such notice, in which case such deadline applies).
(2) In the case in which the registrant has received timely notice in connection with an annual meeting of shareholders (as determined under paragraph (c)(1) of this section), if the registrant includes:
(i) In the proxy statement, a brief description of the matter or matters and how the registrant intends to exercise its discretion to vote on each matter, and
(ii) On the form of proxy, a cross-reference to such description in the proxy statement and a box by which a security holder may elect not to confer discretionary voting authority on the same matter(s).
(3) * * *
(4) * * *
(5) * * *
(6) Matters incident to the conduct of the meeting.
The revisions read as follows:
(e) * * *
(1) The deadline for submitting shareholder proposals for inclusion in the registrant's proxy statement and form of proxy pursuant to an applicable state or foreign law provision or a registrant's governing documents as they relate to the inclusion of shareholder proposals in the registrant's proxy materials for the registrant's next annual meeting;
(2) The deadline for providing notice of shareholder proposals that are not for inclusion in the registrant's proxy statement and form of proxy, after which the notice would be considered untimely under § 240.14a-4(c)(1);
(3) * * *
(4) * * *
(f) If the date of the next annual meeting is subsequently advanced or delayed by more than 30 calendar days from the date of the annual meeting to which the proxy statement relates, the registrant must, in a timely manner, inform shareholders of such change, and the new dates referred to in paragraphs (e)(1) through (e)(4) of this section (to the extent applicable), by including a notice, under Item 5, in its earliest possible quarterly report on Form 10-Q (§ 249.308a of this chapter), or, in the case of investment companies, in a shareholder report under § 270.30d-1 of this chapter under the Investment Company Act of 1940, or, if impracticable, any means reasonably calculated to inform shareholders.
The revisions read as follows:
(a) Preliminary proxy statement. Five preliminary copies of the proxy statement and form of proxy must be filed with the Commission at least 10 calendar days prior to the date definitive copies of such material are first sent or given to security holders, or such shorter period prior to that date as the Commission may authorize upon a showing of good cause thereunder. A registrant, however, need not file with the Commission a preliminary proxy statement, form of proxy or other soliciting material to be furnished to security holders concurrently therewith if the solicitation relates to an annual (or special meeting in lieu of the annual) meeting, or for an investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1
(1) * * *
(2) * * *
(3) One or more security holder proposals;
(4) One or more shareholder nominees for director included pursuant to an applicable state or foreign law provision or a registrant's governing documents as they relate to the inclusion of shareholder director nominees in the registrant's proxy materials;
(5) * * *
(6) * * *
(7) * * *
(8) A vote to approve the compensation of executives as required pursuant to section 14A(a)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78n-1(a)(1)) and § 240.14a-21(a) of this chapter, or pursuant to section 111(e)(1) of the Emergency Economic Stabilization Act of 2008 (12 U.S.C. 5221(e)(1)) and § 240.14a-20 of this chapter, a vote to determine the frequency of shareholder votes to approve the compensation of executives as required pursuant to Section 14A(a)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78n-1(a)(2)) and § 240.14a-21(b) of this chapter, or any other shareholder advisory vote on executive compensation.
* * *
The exclusion from filing preliminary proxy material does not apply if any of the matters to be acted upon is subject to a solicitation in opposition. Each of the following constitutes a “solicitation in opposition” (other than any solicitation exempt under § 240.14a-2, which does not constitute a solicitation in opposition): (i) a solicitation subject to § 240.14a-19; (ii) a solicitation of votes against or withhold votes from any of the registrant's nominee(s); (iii) a solicitation of votes against a proposal that the registrant expressly supports in its proxy materials; and (iv) a solicitation of votes in support of a proposal that the registrant does not expressly support in its proxy materials, in
(a) Preliminary information statement. Five preliminary copies of the information statement must be filed with the Commission at least 10 calendar days prior to the date definitive copies of such statement are first sent or given to security holders, or such shorter period prior to that date as the Commission may authorize upon a showing of good cause therefor. In computing the 10-day period, the filing date of the preliminary copies is to be counted as the first day and the 11th day is the date on which definitive copies of the information statement may be sent to security holders. A registrant, however, need not file with the Commission a preliminary information statement if it relates to an annual (or special meeting in lieu of the annual) meeting, of security holders at which the only matters to be acted upon are:
(1) * * *
(2) * * *
(3) One or more security holder proposals; and/or
(4) The approval or ratification of a plan as defined in paragraph (a)(6)(ii) of Item 402 of Regulation S-K (§ 229.402(a)(6)(ii) of this chapter) or amendments to such a plan.
* * *
The exclusion from filing a preliminary information statement does not apply if any of the matters to be acted upon is subject to a solicitation in opposition. Each of the following constitutes a “solicitation in opposition” (other than any solicitation exempt under § 240.14a-2, which does not constitute a solicitation in opposition): (i) a solicitation of votes against a proposal that the registrant expressly supports in its information statement; and (ii) a solicitation of votes in support of a proposal that the registrant does not expressly support in its information statement, in each case, if the registrant knows, or reasonably should know, of such solicitation.
15 U.S.C. 78a
By the Commission.
(b) The Environmental Protection Agency shall coordinate with the States of Maryland, Virginia, Pennsylvania, Delaware, New York, and West Virginia, and the District of Columbia, to:
(c) Actions taken pursuant to this section shall prioritize strategies that are grounded in objective metrics and proven water management practices, supported by empirical data and scientific analysis, and measurable in impact. Strategies shall use and rigorously document performance indicators and outcomes, such as reductions in sediment, phosphorus, and nitrogen loads, and improvements in water quality.
(b) This order shall be implemented consistent with applicable law and subject to the availability of appropriations.
(c) This order is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any party against the United States, its departments, agencies, or entities, its officers, employees, or agents, or any other person.
(d) The costs of publication of this order shall be borne by the Environmental Protection Agency.
(b) The Director shall, from time to time, update me on the progress of actions taken to implement this memorandum.
(c) The Trade Representative shall continue to monitor Canada's treatment of United States origin items in the Canadian federal and provincial government procurement markets and shall inform me of any circumstances that, in the Trade Representative's opinion, might indicate the need for further action. The Trade Representative shall also inform me of any circumstances that, in the Trade Representative's opinion, might warrant restoring a Canadian origin item's availability for Federal civil procurement, such as a change in policy by the Canadian government that would end the current treatment toward United States origin items.
(d) The head of each agency is authorized to and shall take all appropriate measures within the agency's authority to implement this memorandum. The head of each agency may, consistent with applicable law, including
(b) This memorandum shall be implemented consistent with applicable law and subject to the availability of appropriations.
(c) This memorandum is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any party against the United States, its departments, agencies, or entities, its officers, employees, or agents, or any other person.
(d) The costs for publication of this memorandum shall be borne by the Office of Management and Budget.