[Federal Register Volume 82, Number 169 (Friday, September 1, 2017)]
[Notices]
[Pages 41678-41680]
[FR Doc No: 2017-18628]

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DEPARTMENT OF TRANSPORTATION

National Highway Traffic Safety Administration

[Docket No. NHTSA-2016-0094; Notice 2]

Michelin North America, Inc., Denial of Petition for Decision of
Inconsequential Noncompliance

AGENCY: National Highway Traffic Safety Administration (NHTSA),
Department of Transportation (DOT).

ACTION: Denial of petition.

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SUMMARY: Michelin North America, Inc. (MNA), has determined that
certain MNA tires do not fully comply with Federal Motor Vehicle Safety
Standard (FMVSS) No. 119, New pneumatic tires for motor vehicles with a
GVWR of more than 4,536 kilograms (10,000 pounds) and motorcycles. MNA
filed a noncompliance report dated September 1, 2016. MNA then
petitioned NHTSA

on September 8, 2016, for a decision that the subject noncompliance is
inconsequential as it relates to motor vehicle safety.

ADDRESSES: For further information on this decision contact Abraham
Diaz, Office of Vehicle Safety Compliance, the National Highway Traffic
Safety Administration (NHTSA), telephone<PHONE_NUMBER>, facsimile
(202) 366-3081.

SUPPLEMENTARY INFORMATION:

I. Overview

    Michelin North America, Inc. (MNA), has determined that certain MNA
tires do not fully comply with paragraph S6.5(d) of Federal Motor
Vehicle Safety Standard (FMVSS) No. 119, New pneumatic tires for motor
vehicles with a GVWR of more than 4,536 kilograms (10,000 pounds) and
motorcycles. MNA filed a noncompliance report dated September 1, 2016,
pursuant to 49 CFR part 573, Defect and Noncompliance Responsibility
and Reports. MNA then petitioned NHTSA on September 8, 2016, pursuant
to 49 U.S.C. 30118(d) and 30120(h) and their implementing regulations
at 49 CFR part 556, for an exemption from the notification and remedy
requirements of 49 U.S.C. Chapter 301 on the basis that this
noncompliance is inconsequential as it relates to motor vehicle safety.
    Notice of receipt of the petition was published, with a 30-day
public comment period, on November 10, 2016 in the Federal Register (81
FR 79093). No comments were received. To view the petition and all
supporting documents log onto the Federal Docket Management System
(FDMS) Web site at: https://www.regulations.gov/. Then follow the
online search instructions to locate docket number ``NHTSA-2016-0094.''

II. Tires Involved

    Affected are approximately 184 Michelin Pilot Power 3 size 180/
55ZR17 M/C (73W) replacement motorcycle tires manufactured between
April 17, 2016, and May 7, 2016.

III. Noncompliance

    MNA describes the noncompliance as the inadvertent omission of the
markings designating the maximum load and corresponding inflation
pressure for that load, as required by paragraph S6.5(d) of FMVSS No.
119.

IV. Rule Text

    Paragraph S6.5(d) of FMVSS No. 119 provides, in pertinent part:

    S6.5 Tire markings. Except as specified in this paragraph, each
tire shall be marked on each sidewall with the information specified
in paragraphs (a) through (j) of this section. . .
    (d) The maximum load rating and corresponding inflation pressure
of the tire, shown as follows:

    (Mark on tires rated for single and dual load): Max load single
__kg (__lb) at __kPa (__psi) cold. Max load dual __kg (__lb) at
__kPa (__psi) cold.
    (Mark on tires rated only for single load): Max load __kg (__lb)
at __kPa (__psi) cold. . .

V. Summary of MNA's Petition

    MNA described the subject noncompliance and contends that the
noncompliance is inconsequential for motor vehicle safety.
    In support of its petition, MNA submitted the following reasoning:
    A. Installation--The subject tires provide sidewall markings that
include the correct industry standard tire size identified as ``180/
55ZR17 M/C,'' the service description identified as ``(73W)'' using an
ISO load index and speed symbol, and the load range identified as Load
Range ``B.'' This properly and precisely identifies the tire for
correct installation.
    B. Inflation Pressure--MNA points out that the correct application
pressures for the front and rear positions are identified on the
motorcycle vehicle placard as required by 49 CFR part 567 and in the
owner's manual, and these sources are referred to specifically in
information published by NHTSA, motorcycle manufacturers, and tire
manufacturers. The inflation pressures furnished by the motorcycle
manufacturer via these two sources are the pressures that provide the
load capacity and the motorcycle manufacturer's intended ride and
handling characteristics for the specific motorcycle involved. MNA
stressed that the sidewall marking omitted from the tires at issue is
not the recommended operating inflation pressure and that this fact is
well known to motorcycle owners.

    1. For example, MNA observes that NHTSA's online ``Motorcycle
Safety Tips'' specifically refers to the owner's manual and vehicle
placard: ``Look in your motorcycle owner's manual to find the right
PSI (pounds per square inch) of air pressure for your tires. Some
bike manufacturers also list this information on the bike itself.
Common locations include the swing arm, front fork tubes, inside the
trunk, and under the seat.''
    2. Additionally, MNA argues that the Motorcycle Industry Council
Tire Guide explains, ``Check the air pressure when the tires are
cold . . . and adjust it according to your motorcycle owner's manual
or the tire information label on the chain guard, frame, or
swingarm.''
    3. Similarly, Michelin's Professional Motorcycle Tire Guide 2016
states: ``Use the inflation pressure recommended by the motorcycle
manufacturer . . . The proper inflation pressures for your
motorcycle tires are shown in your motorcycle owner's manual.''
    4. According to MNA, the applicable pressure is also a function
of the maximum speed capability of the motorcycle, another reason
that the proper source for tire inflation pressure is the motorcycle
vehicle placard or owner's manual rather than the tire sidewall.
    5. Michelin's Professional Motorcycle Tire Guide 2016 and the
Motorcycle Industry Tire Guide both advise not to exceed the
pressure marked on the sidewall when setting a usage pressure. MNA
also notes, the recommended pressure on the motorcycle vehicle
placard and the motorcycle owner's manual conforming to 49 CFR
571.120 will never exceed the sidewall pressure for a properly
fitted tire as described above in section ``A'' (Installation). The
tire size, load index, speed symbol, and load range all provide for
proper installation. Additionally, MNA states that the sidewall
pressure is not a ``maximum'' pressure. It is the pressure
corresponding to the maximum load. For example, Michelin's
Professional Motorcycle Tire Guide 2016 advises that the pressure
regulator be set at 60 psi for mounting motorcycle tires, and the
Michelin motorcycle Web site FAQ's explain that up to 60 psi of
pressure can be used to seat beads when mounting motorcycle tires
and then adjusted to the recommended pressure found on the vehicle
placard or owner's manual. The sidewall pressure corresponding to
the maximum load on the subject tire is 290 kPa or 42 psi.

    C. Max Load Information--MNA argues that the maximum load value
corresponding to the ISO load index on the tire is published in
Michelin's Professional Motorcycle Tire Guide 2016 available online,
the Motorcycle Industry Council Tire Guide available online, as well as
a number of retail sites. The ISO load index of ``73'' and the
designation Load Range ``B'' that are present on the tire provide load
description information, and along with the tire size they provide a
clear cross reference to the cited publications that offer the load
value in pounds if needed. Again, in MNA's view, the tire size and load
range provided are sufficient to assure the tire is appropriate for the
motorcycle and the corresponding inflation pressure requirements as a
function of speed capability are displayed on the vehicle's placard as
well as the owner's manual.
    D. Other Markings--MNA notes that all other markings conform to the
applicable regulations.
    E. Performance--The MNA petition also observes that the subject
tire meets all performance requirements of FMVSS No. 119.
    MNA concluded by expressing the belief that the subject
noncompliance is inconsequential to motor vehicle safety, and that its
petition for exemption from

providing notification of the noncompliance, as required by 49 U.S.C.
30118, and a remedy for the noncompliance, as required by 49 U.S.C.
30120, should be granted.

NHTSA's Decision

    NHTSA's Analysis: NHTSA has reviewed Michelin's petition and has
determined that the petitioner has not met the burden of persuasion
that the subject noncompliance is inconsequential to motor vehicle
safety. Specifically, failing to mark the maximum load and
corresponding inflation pressure for that load in both Metric and
English units on the sidewall of the tires puts an enormous burden on
end users to ensure that the subject tires will be properly installed,
used, and serviced in accordance with the tire's maximum capability. In
the FMVSS No. 119 final rule (Nov. 13, 1973; 38 FR 31299), the Agency
explained the purpose of labeling the subject tires with maximum load
and pressure. The final rule states:

    The trucking industry questioned the advisability of labeling
maximum inflation and load rating on the tire because it appeared to
prohibit the adjustment of pressures to road conditions. The purpose
of the labeling is to . . . warn the user of the tire's maximum
capabilities.''
    Furthermore, in the same rulemaking, the Agency provided relief
to manufacturers by accepting the commenters' proposal to have the
information only required on one side of M/C tires: ``Several
manufacturers suggested that labeling appear on only one side of a
tire when both sides of the tire, as mounted, will be available for
inspection. Accordingly, motorcycle tires must now be labeled on one
side wall only, . . .

    The complete lack of maximum load and corresponding inflation
pressure information on the subject Michelin motorcycle tires creates a
potential safety hazard to the end users of these tires. NHTSA
reiterates that marking tires with the maximum load and corresponding
inflation pressure is necessary for achieving the following: (A) Proper
installation on the vehicle--in this case a motorcycle, (B) proper
inflation pressure even when application pressures for the front and
rear positions are identified on the motorcycle vehicle placard or
vehicle owner's manual, and (C) proper usage because the tire size,
speed symbol, and load index do not adequately or easily convey the
maximum load and pressure capability of a tire. Tire size, speed
symbol, and load index are indicators that may be useful for technical
professionals in the field; however, it is unreasonable to expect a
typical end user to identify the maximum load and pressure using only
the markings of tire size, speed symbol, and load index. It is far more
reasonable to expect the vehicle user to overload a tire without the
explicit guidance provided by the required sidewall markings. NHTSA
believes it is necessary to label the tire to ensure the end user is
adequately informed about the maximum capability of the tire. Failing
to provide load and pressure information, both in English and Metric
units, presents a safety risk because users are deprived the
information needed to properly install, use, and service the tire.
    NHTSA's Decision: In consideration of the foregoing, NHTSA finds
that MNA has not met its burden of persuasion that the subject FMVSS
No. 119 noncompliance is inconsequential to motor vehicle safety.
Accordingly, NHTSA hereby denies MNA's petition and MNA is consequently
obligated to provide notification of, and a free remedy for, that
noncompliance under 49 U.S.C. 30118 and 30120.

    Authority: (49 U.S.C. 30118, 30120: delegations of authority at
49 CFR 1.95 and 501.8)

Jeffrey M. Giuseppe,
Acting Associate Administrator, Enforcement.
[FR Doc. 2017-18628 Filed 8-31-17; 8:45 am]
BILLING CODE 4910-59-P


under our rules. In addition, our rule amendments may impose certain
indirect costs on shareholders who might pursue alternative means to
communicate their positions regarding the frequency of say-on-pay
votes. We do not believe that the rules we are adopting today would
impose any additional direct or indirect costs on issuers because of
shareholder proposals. Any such costs would result from the shareholder
advisory votes required by Section 14A.

V. Consideration of Impact on the Economy, Burden on Competition, and
Promotion of Efficiency, Competition and Capital Formation

    Section 23(a)(2) of the Exchange Act \320\ also requires us, when
adopting rules under the Exchange Act, to consider the impact that any
new rule would have on competition. Section 23(a)(2) prohibits us from
adopting any rule that would impose a burden on competition not
necessary or appropriate in furtherance of the purposes of the Exchange
Act. In addition, Section 2(b) \321\ of the Securities Act and Section
3(f) \322\ of the Exchange Act require us, when engaging in rulemaking
where we are required to consider or determine whether an action is
necessary or appropriate in the public interest, to also consider
whether the action will promote efficiency, competition, and capital
formation.
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    \320\ 15 U.S.C. 78w(a)(2).
    \321\ 15 U.S.C. 77b(b).
    \322\ 15 U.S.C. 78c(f).
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    The amendments we are adopting will implement the Section 14A
requirement for shareholder advisory votes to approve executive
compensation, the frequency of such votes, and golden parachute
compensation arrangements in connection with merger and similar
transactions. We also adopting certain additional disclosure
requirements to provide investors with additional information about
these required votes and to apply the required disclosure from Section
14A(b)(1) to certain other agreements and transaction structures. We do
not believe that the additional disclosure we are adopting will impose
a burden on competition.
    The amendments we are adopting will not only implement the
requirements of Section 14A of the Exchange Act, but will also help
ensure that shareholders receive disclosure regarding the required
votes, the nature of an issuer's responsibilities to hold the votes
under Section 14A, and the issuer's consideration of the results of the
votes and the effect of such consideration on the issuer's compensation
policies and decisions. The amendments will also enhance the
transparency of a company's compensation policies. As discussed in
greater detail above, we believe these benefits will be achieved
without imposing any significant additional burdens on issuers. As a
result, the amendments we are adopting should improve the ability of
investors to make informed voting and investment decisions, and,
therefore lead to

increased efficiency and competitiveness of the U.S. capital markets.
    We believe the amendments we are adopting will also benefit issuers
and their shareholders by specifying in a clear and concise fashion how
issuers must comply with the Dodd-Frank Act requirements, in the
context of the Federal proxy rules and our disclosure rules. By
specifying how issuers must comply with the shareholder advisory votes
and enhanced disclosure requirements from Section 14A, our rules will
allow for more consistent disclosure from all entities and clearer
disclosure for shareholders. By reducing uncertainty and promoting
efficient presentation of information, our rules will permit issuers to
more efficiently plan and draft disclosure documents, including annual
meeting proxy statements, merger proxies, and tender offer and going-
private documents.
    Our rules will also provide additional time before smaller
reporting companies are required to conduct the shareholder advisory
votes on executive compensation and the frequency of say-on-pay votes.
We believe that a delayed effective date for smaller reporting
companies should allow those companies to observe how the rules operate
for other companies and will increase efficiency by allowing them to
better prepare for implementation of the rules. We also believe that
delayed implementation for these companies will allow us to evaluate
the implementation of the adopted rules by larger companies and provide
us with the additional opportunity to consider whether adjustments to
the rule would be appropriate for smaller reporting companies before
the rules become applicable to them.
    Our rules will require enhanced disclosure of golden parachute
compensation arrangements in merger and similar transactions,
regardless of how such transactions are structured. We believe the
uniformity of our disclosure requirements across different types of
transactions will help competition as issuers will be able to structure
such transactions as they see fit, without the additional disclosure
required by Section 14A(b) weighing in favor of a particular
transaction structure. Though our amended rules will create additional,
incremental disclosure burdens, we believe that the rules we are
amending will enhance capital formation by allowing for clearer
disclosure, more informed voting decisions by investors, and
consistency across different types of transactions.

VI. Final Regulatory Flexibility Act Analysis

    This Final Regulatory Flexibility Analysis (FRFA) has been prepared
in accordance with the Regulatory Flexibility Act.\323\ This FRFA
relates to revisions to the rules under the Exchange Act regarding the
proxy solicitation process and related executive compensation
disclosures.
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    \323\ 5 U.S.C. 601.
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A. Reasons for, and Objectives of, the Proposed Action

    The rule amendments are designed to implement the requirements of
Section 951 of the Dodd-Frank Act, enhance the disclosure relating to
the shareholder advisory votes required by Exchange Act Section 14A,
and specify how our proxy rules will apply to such votes. Specifically,
we are adopting amendments to the proxy rules to require shareholder
advisory votes to approve executive compensation, to approve the
frequency of shareholder votes to approve executive compensation, and
to approve golden parachute compensation arrangements in connection
with merger transactions. The amendments also require enhanced
disclosure regarding an issuer's consideration of these votes and the
impact of such consideration on an issuer's compensation policies and
decisions.

B. Legal Basis

    We are adopting the amendments pursuant to Section 951 of the Dodd-
Frank Wall Street Reform and Consumer Protection Act, Sections 3(b), 6,
7, 10, and 19(a) of the Securities Act of 1933, as amended, and
Sections 13, 14(a), 14A, 23(a), and 36 of the Securities Exchange Act
of 1934, as amended.

C. Significant Issues Raised by Public Comments

    In the Proposing Release, we requested comment on any aspect of the
IRFA, including the number of small entities that would be affected by
the proposed amendments, the nature of the impact, how to quantify the
number of small entities that would be affected, and how to quantify
the impact of the proposed amendments. We did not receive comments
specifically addressing the IRFA. However, several commentators
addressed aspects of the proposed rule amendments that could
potentially affect small entities. In particular, some commentators
believed that smaller companies should be exempted from all or part of
the amendments.\324\ Although we are not adopting a complete exemption
from the amendments, we have made revisions to the amendments to phase-
in the requirements for a shareholder advisory vote on executive
compensation and a shareholder advisory vote on the frequency of say-
on-pay votes for two full years to give smaller reporting companies
more time to prepare for implementation of the rules and so that they
can observe how larger companies conduct the votes. Smaller reporting
companies will be required to conduct shareholder advisory votes on
golden parachute compensation as required by Rule 14a-21(c) without a
two-year delay.
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    \324\ See, e.g., letters from Am. Bankers, ICBA, NACD, Society
of Corp. Sec., and VBA.
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D. Small Entities Subject to the Final Amendments

    The amendments will affect some companies that are small entities.
The Regulatory Flexibility Act defines ``small entity'' to mean ``small
business,'' ``small organization,'' or ``small governmental
jurisdiction.'' \325\ The Commission's rules define ``small business''
and ``small organization'' for purposes of the Regulatory Flexibility
Act for each of the types of entities regulated by the Commission.
Securities Act Rule 157 \326\ and Exchange Act Rule 0-10(a) \327\
define a company, other than an investment company, to be a ``small
business'' or ``small organization'' if it has total assets of $5
million or less on the last day of its most recent fiscal year. We
estimate that there are approximately 1,210 companies, other than
investment companies, that may be considered small entities. The
proposed amendments would affect small entities that have a class of
securities that are registered under Section 12 of the Exchange Act. An
investment company, including a business development company,\328\ is
considered to be a ``small business'' if it, together with other
investment companies in the same group of related investment companies,
has net assets of $50 million or less as of the end of its most recent
fiscal year.\329\ We believe that certain of the amendments would
affect small entities that are business development companies that have
a class of securities registered under Section 12 of the Exchange Act.
We estimate that there

are approximately 31 business development companies that may be
considered small entities.
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    \325\ 5 U.S.C. 601(6).
    \326\ 17 CFR 230.157.
    \327\ 17 CFR 240.0-10(a).
    \328\ Business development companies are a category of closed-
end investment companies that are not required to register under the
Investment Company Act [15 U.S.C. 80a-2(a)(48)].
    \329\ 17 CFR 270.0-10(a).
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E. Reporting, Recordkeeping, and Other Compliance Requirements

    The disclosure amendments are designed to enhance the disclosure
regarding the shareholder advisory votes required by Section 14A of the
Exchange Act and provide additional disclosure about golden parachute
compensation arrangements. These amendments would require small
entities to provide:
     Disclosure of the shareholder advisory votes required by
Section 14A and the effects of such votes, including whether they are
non-binding;
     Disclosure of golden parachute arrangements described by
Section 14A(b)(1) of the Exchange Act in merger proxies, and additional
disclosure not required by Section 14A(b)(1) in connection with tender
offers and going private transactions; and
     Disclosure of the issuer's decision in light of the
shareholder vote on the frequency of shareholder votes to approve
executive compensation required by Section 14A(a)(2) of the Exchange
Act as to how frequently the issuer will include a shareholder vote on
the compensation of executives.

F. Duplicative, Overlapping, or Conflicting Federal Rules

    We believe the amendments would not duplicate, overlap, or conflict
with other Federal rules.

G. Significant Alternatives

    The Regulatory Flexibility Act directs us to consider alternatives
that would accomplish our stated objectives, while minimizing any
significant adverse impact on small entities. In connection with the
disclosure 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;
     Use of performance rather than design standards; and
     Exempting small entities from all or part of the
requirements.
    Currently, small entities that are smaller reporting companies
under Exchange Act Rule 12b-12 are subject to some different compliance
or reporting requirements under Regulation S-K and the amendments will
not affect these requirements.\330\ Under Regulation S-K, smaller
reporting companies are permitted to provide abbreviated compensation
disclosure with respect to the principal executive officer and two most
highly compensated executive officers for the last two completed fiscal
years. Specifically, smaller reporting companies may provide the
executive compensation disclosure specified in Items 402(l) through (r)
of Regulation S-K, rather than the corresponding disclosure specified
in Items 402(a) through (k) of Regulation S-K. Items 402(l) through (r)
do not require smaller reporting companies to provide CD&A. Other than
the amendments to CD&A, the remaining disclosure requirements apply to
smaller reporting companies to the same extent as larger issuers,
following the two-year phase-in period for say-on-pay votes and votes
on the frequency of say-on-pay votes.
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    \330\ Rule 12b-2 excludes business development companies from
the definition of ``smaller reporting companies.''
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    As noted above, the amendments to CD&A do not apply to smaller
reporting companies. We are not expanding the existing scaled
disclosure requirements under Item 402 of Regulation S-K, or
establishing additional different compliance requirements or an
exemption from coverage of the proposed amendments for smaller
reporting companies. The amendments will provide investors with
enhanced disclosure regarding the shareholder votes required by Section
14A of the Exchange Act and the issuers' consideration of the votes.
    We are adopting amendments to Item 5 of Schedule 14A, as well as
other forms and schedules, to implement and supplement the requirement
of Section 14A(b)(1) to provide disclosure of golden parachute
compensation arrangements in a clear and simple form. Under the
amendments, all companies will be subject to the same golden parachute
disclosure requirements. As amended, Schedule 14A will require the
disclosure pursuant to Item 402(t) of Regulation S-K with respect to
golden parachute compensation arrangements for merger proxies. Though
much of the disclosure required by our amendment to Item 5 of Schedule
14A is currently required for all issuers, regardless of size, under
our amended rules such disclosure will be required to be included in a
tabular format pursuant to Item 402(t) of Regulation S-K, which will
include an aggregate total and specific quantification of various
compensation elements. All companies, regardless of size, will also be
subject to these additional disclosure requirements in connection with
other transactions not required by Section 14A(b)(1), including certain
tender offers and Rule 13e-3 going-private transactions.
    In addition, our amendments will require clear and straightforward
disclosure of issuer's responses to shareholder advisory votes, and of
golden parachute compensation arrangements in connection with mergers
and similar transactions. We have used design rather than performance
standards in connection with the amendments because, based on our past
experience, we believe the amendments will be more useful to investors
if there are specific disclosure requirements. The amendments are
intended to result in more comprehensive and clear disclosure. In
addition, the specific disclosure requirements in the amendments will
promote consistent and comparable disclosure among all companies.

VII. Statutory Authority and Text of the Amendments

    The amendments described in this release are being adopted under
the authority set forth in Section 951 of the Dodd-Frank Wall Street
Reform and Consumer Protection Act, Sections 3(b), 6, 7, 10, and 19(a)
of the Securities Act of 1933, as amended, and Sections 13, 14(a), 14A,
23(a), and 36 of the Securities Exchange Act of 1934, as amended.

List of Subjects in 17 CFR Parts 229, 240 and 249

    Reporting and recordkeeping requirements, Securities.

Text of the Amendments

    For the reasons set out in the preamble, the Commission amends
title 17, chapter II, of the Code of Federal Regulations as follows:

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K

0
1. The general authority citation for part 229 is revised to read as
follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 777iii,
77jjj, 77nnn, 77sss, 78c, 78i, 78j, 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, 80a-38(a), 80a-39, 80b-11, and 7201 et seq.; and 18 U.S.C.
1350, unless otherwise noted.
* * * * *

0
2. Amend Sec.  229.402 by:
0
a. Revising the last sentence of paragraph (a)(6)(ii);
0
b. Removing ``and'' at the end of paragraph (b)(1)(v);
0
c. Removing the period and adding in its place ``; and'' at the end of
paragraph (b)(1)(vi);
0
d. Adding paragraph (b)(1)(vii);
0
e. Revising the last sentence of paragraph (m)(5)(ii); and
0
f. Adding paragraph (t).
    The revisions read as follows:

Sec.  229.402  (Item 402) Executive compensation.

    (a) * * *
    (6) * * *
    (ii) * * * Except with respect to the disclosure required by
paragraph (t) of this Item, registrants may omit information regarding
group life, health, hospitalization, or medical reimbursement plans
that do not discriminate in scope, terms or operation, in favor of
executive officers or directors of the registrant and that are
available generally to all salaried employees.
* * * * *
    (b) * * *
    (1) * * *
    (vii) Whether and, if so, how the registrant has considered the
results of the most recent shareholder advisory vote on executive
compensation required by section 14A of the Exchange Act (15 U.S.C.
78n-1) or Sec.  240.14a-20 of this chapter in determining compensation
policies and decisions and, if so, how that consideration has affected
the registrant's executive compensation decisions and policies.
* * * * *
    (m) * * *
    (5) * * *
    (ii) * * * Except with respect to disclosure required by paragraph
(t) of this Item, smaller reporting companies may omit information
regarding group life, health, hospitalization, or medical reimbursement
plans that do not discriminate in scope, terms or operation, in favor
of executive officers or directors of the smaller reporting company and
that are available generally to all salaried employees.
* * * * *
    (t) Golden Parachute Compensation. (1) In connection with any proxy
or consent solicitation material providing the disclosure required by
section 14A(b)(1) of the Exchange Act (15 U.S.C. 78n-1(b)(1)) or any
proxy or consent solicitation that includes disclosure under Item 14 of
Schedule 14A (Sec.  240.14a-101) pursuant to Note A of Schedule 14A,
with respect to each named executive officer of the acquiring company
and the target company, provide the information specified in paragraphs
(t)(2) and (3) of this section regarding any agreement or
understanding, whether written or unwritten, between such named
executive officer and the acquiring company or target company,
concerning any type of compensation, whether present, deferred or
contingent, that is based on or otherwise relates to an acquisition,
merger, consolidation, sale or other disposition of all or
substantially all assets of the issuer, as follows:

                                                              Golden Parachute Compensation
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                                                                                Tax
                  Name                       Cash  ($)      Equity  ($)    Pension/ NQDC   Perquisites/    reimbursement    Other  ($)      Total  ($)
                                                                                ($)        benefits  ($)        ($)
(a)                                                  (b)             (c)             (d)             (e)             (f)             (g)             (h)
--------------------------------------------------------------------------------------------------------------------------------------------------------
PEO.....................................  ..............  ..............  ..............  ..............  ..............  ..............  ..............
PFO.....................................  ..............  ..............  ..............  ..............  ..............  ..............  ..............
A.......................................  ..............  ..............  ..............  ..............  ..............  ..............  ..............
B.......................................  ..............  ..............  ..............  ..............  ..............  ..............  ..............
C.......................................  ..............  ..............  ..............  ..............  ..............  ..............  ..............
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     (2) The table shall include, for each named executive officer:
    (i) The name of the named executive officer (column (a));
    (ii) The aggregate dollar value of any cash severance payments,
including but not limited to payments of base salary, bonus, and pro-
rated non-equity incentive compensation plan payments (column (b));
    (iii) The aggregate dollar value of:
    (A) Stock awards for which vesting would be accelerated;
    (B) In-the-money option awards for which vesting would be
accelerated; and
    (C) Payments in cancellation of stock and option awards (column
(c));
    (iv) The aggregate dollar value of pension and nonqualified
deferred compensation benefit enhancements (column (d));
    (v) The aggregate dollar value of perquisites and other personal
benefits or property, and health care and welfare benefits (column
(e));
    (vi) The aggregate dollar value of any tax reimbursements (column
(f));
    (vii) The aggregate dollar value of any other compensation that is
based on or otherwise relates to the transaction not properly reported
in columns (b) through (f) (column (g)); and
    (viii) The aggregate dollar value of the sum of all amounts
reported in columns (b) through (g) (column (h)).

Instructions to Item 402(t)(2).

    1. If this disclosure is included in a proxy or consent
solicitation seeking approval of an acquisition, merger, consolidation,
or proposed sale or other disposition of all or substantially all the
assets of the registrant, or in a proxy or consent solicitation that
includes disclosure under Item 14 of Schedule 14A (Sec.  240.14a-101)
pursuant to Note A of Schedule 14A, the disclosure provided by this
table shall be quantified assuming that the triggering event took place
on the latest practicable date, and that the price per share of the
registrant's securities shall be determined as follows: If the
shareholders are to receive a fixed dollar amount, the price per share
shall be that fixed dollar amount, and if such value is not a fixed
dollar amount, the price per share shall be the average closing market
price of the registrant's securities over the first five business days
following the first public announcement of the transaction. Compute the
dollar value of in-the-money option awards for which vesting would be
accelerated by determining the difference between this price and the
exercise or base price of the options. Include only compensation that
is based on or otherwise relates to the subject transaction. Apply
Instruction 1 to Item 402(t) with respect to those executive officers
for whom disclosure was required in the issuer's most recent filing
with the Commission

under the Securities Act (15 U.S.C. 77a et seq.) or Exchange Act (15
U.S.C. 78a et seq.) that required disclosure pursuant to Item 402(c).
    2. If this disclosure is included in a proxy solicitation for the
annual meeting at which directors are elected for purposes of
subjecting the disclosed agreements or understandings to a shareholder
vote under section 14A(a)(1) of the Exchange Act (15 U.S.C. 78n-
1(a)(1)), the disclosure provided by this table shall be quantified
assuming that the triggering event took place on the last business day
of the registrant's last completed fiscal year, and the price per share
of the registrant's securities is the closing market price as of that
date. Compute the dollar value of in-the-money option awards for which
vesting would be accelerated by determining the difference between this
price and the exercise or base price of the options.
    3. In the event that uncertainties exist as to the provision of
payments and benefits or the amounts involved, the registrant is
required to make a reasonable estimate applicable to the payment or
benefit and disclose material assumptions underlying such estimates in
its disclosure. In such event, the disclosure would require forward-
looking information as appropriate.
    4. For each of columns (b) through (g), include a footnote
quantifying each separate form of compensation included in the
aggregate total reported. Include the value of all perquisites and
other personal benefits or property. Individual perquisites and
personal benefits shall be identified and quantified as required by
Instruction 4 to Item 402(c)(2)(ix) of this section. For purposes of
quantifying health care benefits, the registrant must use the
assumptions used for financial reporting purposes under generally
accepted accounting principles.
    5. For each of columns (b) through (h), include a footnote
quantifying the amount payable attributable to a double-trigger
arrangement (i.e., amounts triggered by a change-in-control for which
payment is conditioned upon the executive officer's termination without
cause or resignation for good reason within a limited time period
following the change-in-control), specifying the time-frame in which
such termination or resignation must occur in order for the amount to
become payable, and the amount payable attributable to a single-trigger
arrangement (i.e., amounts triggered by a change-in-control for which
payment is not conditioned upon such a termination or resignation of
the executive officer).
    6. A registrant conducting a shareholder advisory vote pursuant to
Sec.  240.14a-21(c) of this chapter to cover new arrangements and
understandings, and/or revised terms of agreements and understandings
that were previously subject to a shareholder advisory vote pursuant to
Sec.  240.14a-21(a) of this chapter, shall provide two separate tables.
One table shall disclose all golden parachute compensation, including
both the arrangements and amounts previously disclosed and subject to a
shareholder advisory vote under section 14A(a)(1) of the Exchange Act
(15 U.S.C. 78n-1(a)(1)) and Sec.  240.14a-21(a) of this chapter and the
new arrangements and understandings and/or revised terms of agreements
and understandings that were previously subject to a shareholder
advisory vote. The second table shall disclose only the new
arrangements and/or revised terms subject to the separate shareholder
vote under section 14A(b)(2) of the Exchange Act and Sec.  240.14a-
21(c) of this chapter.
    7. In cases where this Item 402(t)(2) requires disclosure of
arrangements between an acquiring company and the named executive
officers of the soliciting target company, the registrant shall clarify
whether these agreements are included in the separate shareholder
advisory vote pursuant to Sec.  240.14a-21(c) of this chapter by
providing a separate table of all agreements and understandings subject
to the shareholder advisory vote required by section 14A(b)(2) of the
Exchange Act (15 U.S.C. 78n-1(b)(2)) and Sec.  240.14a-21(c) of this
chapter, if different from the full scope of golden parachute
compensation subject to Item 402(t) disclosure.
    (3) Provide a succinct narrative description of any material
factors necessary to an understanding of each such contract, agreement,
plan or arrangement and the payments quantified in the tabular
disclosure required by this paragraph. Such factors shall include, but
not be limited to a description of:
    (i) The specific circumstances that would trigger payment(s);
    (ii) Whether the payments would or could be lump sum, or annual,
disclosing the duration, and by whom they would be provided; and
    (iii) Any material conditions or obligations applicable to the
receipt of payment or benefits, including but not limited to non-
compete, non-solicitation, non-disparagement or confidentiality
agreements, including the duration of such agreements and provisions
regarding waiver or breach of such agreements.

    Instructions to Item 402(t).

    1. A registrant that does not qualify as a ``smaller reporting
company,'' as defined by Sec.  229.10(f)(1) of this chapter, must
provide the information required by this Item 402(t) with respect to
the individuals covered by Items 402(a)(3)(i), (ii) and (iii) of this
section. A registrant that qualifies as a ``smaller reporting
company,'' as defined by Sec.  229.10(f)(1) of this chapter, must
provide the information required by this Item 402(t) with respect to
the individuals covered by Items 402(m)(2)(i) and (ii) of this section.
    2. The obligation to provide the information in this Item 402(t)
shall not apply to agreements and understandings described in paragraph
(t)(1) of this section with senior management of foreign private
issuers, as defined in Sec.  240.3b-4 of this chapter.

0
3. Amend Sec.  229.1011 by redesignating paragraph (b) as paragraph (c)
and adding new paragraph (b) to read as follows:

Sec.  229.1011  (Item 1011) Additional information.

* * * * *
    (b) Furnish the information required by Item 402(t)(2) and (3) of
this part (Sec.  229.402(t)(2) and (3)) and in the tabular format set
forth in Item 402(t)(1) of this part (Sec.  229.402(t)(1)) with respect
to each named executive officer
    (1) Of the subject company in a Rule 13e-3 transaction; or
    (2) Of the issuer whose securities are the subject of a third-party
tender offer, regarding any agreement or understanding, whether written
or unwritten, between such named executive officer and the subject
company, issuer, bidder, or the acquiring company, as applicable,
concerning any type of compensation, whether present, deferred or
contingent, that is based upon or otherwise relates to the Rule 13e-3
transaction or third-party tender offer.

    Instructions to Item 1011(b).

    1. The obligation to provide the information in paragraph (b) of
this section shall not apply where the issuer whose securities are the
subject of the Rule 13e-3 transaction or tender offer is a foreign
private issuer, as defined in Sec.  240.3b-4 of this chapter.
    2. For purposes of Instruction 1 to Item 402(t)(2) of this part: If
the disclosure is included in a Schedule 13E-3 (Sec.  240.13e-100 of
this chapter) or Schedule 14D-9 (Sec.  240.14d-101 of this chapter),
the disclosure provided by this table shall be quantified assuming that
the triggering event took place on the latest practicable date and that
the price per share of the securities of the subject

company in a Rule 13e-3 transaction, or of the issuer whose securities
are the subject of the third-party tender offer, shall be determined as
follows: If the shareholders are to receive a fixed dollar amount, the
price per share shall be that fixed dollar amount, and if such value is
not a fixed dollar amount, the price per share shall be the average
closing market price of such securities over the first five business
days following the first public announcement of the transaction.
Compute the dollar value of in-the-money option awards for which
vesting would be accelerated by determining the difference between this
price and the exercise or base price of the options. Include only
compensation that is based on or otherwise relates to the subject
transaction. Apply Instruction 1 to Item 402(t) with respect to those
executive officers for whom disclosure was required in the most recent
filing by the subject company in a Rule 13e-3 transaction or by the
issuer whose securities are the subject of a third-party tender offer,
with the Commission under the Securities Act (15 U.S.C. 77a et seq.) or
Exchange Act (15 U.S.C. 78a et seq.) that required disclosure pursuant
to Item 402(c).
* * * * *

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

0
4. The general authority citation for part 240 is revised to read as
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i,
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4, 78p, 78q,
78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37,
80b-3, 80b-4, 80b-11, and 7201 et seq., 18 U.S.C. 1350, and 12
U.S.C. 5221(e)(3), unless otherwise noted.
* * * * *

0
5. Amend Sec.  240.13e-100 by revising Item 15 to read as follows:
* * * * *

Sec.  240.13e-100  Schedule 13E-3, Transaction statement under section
13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 (Sec.
240.13e-3) thereunder.

* * * * *

Item 15. Additional Information

    Furnish the information required by Item 1011(b) and (c) of
Regulation M-A (Sec.  229.1011(b) and (c) of this chapter).
* * * * *

0
6. Amend Sec.  240.14a-4 by:
0
a. Adding the phrase ``and votes to determine the frequency of
shareholder votes on executive compensation pursuant to Sec.  240.14a-
21(b) of this chapter'' at the end of the first sentence of paragraph
(b)(1);
0
b. Adding paragraph (b)(3).
    The addition reads as follows:

Sec.  240.14a-4  Requirements as to proxy.

* * * * *
    (b) * * *
    (3) A form of proxy which provides for a shareholder vote on the
frequency of shareholder votes to approve the compensation of
executives required by section 14A(a)(2) of the Securities Exchange Act
of 1934 (15 U.S.C. 78n-1(a)(2)) shall provide means whereby the person
solicited is afforded an opportunity to specify by boxes a choice among
1, 2 or 3 years, or abstain.
* * * * *

0
7. Amend Sec.  240.14a-6 by:
0
a. Revising paragraph (a)(7); and
0
b. Adding the phrase ``to paragraph (a)'' following the words ``Note
1'', ``Note 2'', ``Note 3'' and ``Note 4''.
    The revision reads as follows:

Sec.  240.14a-6  Filing requirements.

    (a) * * *
    (7) 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 Sec.  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 Sec.  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 Sec.  240.14a-21(b) of this chapter, or any other
shareholder advisory vote on executive compensation.
* * * * *

0
8. Amend Sec.  240.14a-8 by adding Note to paragraph (i)(10) to read as
follows:

Sec.  240.14a-8  Shareholder proposals.

* * * * *
    (i) * * *
    (10) * * *

    Note to paragraph (i)(10): A company may exclude a shareholder
proposal that would provide an advisory vote or seek future advisory
votes to approve the compensation of executives as disclosed
pursuant to Item 402 of Regulation S-K (Sec.  229.402 of this
chapter) or any successor to Item 402 (a ``say-on-pay vote'') or
that relates to the frequency of say-on-pay votes, provided that in
the most recent shareholder vote required by Sec.  240.14a-21(b) of
this chapter a single year (i.e., one, two, or three years) received
approval of a majority of votes cast on the matter and the company
has adopted a policy on the frequency of say-on-pay votes that is
consistent with the choice of the majority of votes cast in the most
recent shareholder vote required by Sec.  240.14a-21(b) of this
chapter.

* * * * *

0
9. Add Sec.  240.14a-21 to read as follows:

Sec.  240.14a-21  Shareholder approval of executive compensation,
frequency of votes for approval of executive compensation and
shareholder approval of golden parachute compensation.

    (a) If a solicitation is made by a registrant and the solicitation
relates to an annual or other meeting of shareholders at which
directors will be elected and for which the rules of the Commission
require executive compensation disclosure pursuant to Item 402 of
Regulation S-K (Sec.  229.402 of this chapter), the registrant shall,
for the first annual or other meeting of shareholders on or after
January 21, 2011, or for the first annual or other meeting of
shareholders on or after January 21, 2013 if the registrant is a
smaller reporting company, and thereafter no later than the annual or
other meeting of shareholders held in the third calendar year after the
immediately preceding vote under this subsection, include a separate
resolution subject to shareholder advisory vote to approve the
compensation of its named executive officers, as disclosed pursuant to
Item 402 of Regulation S-K.

Instruction to paragraph (a):
    The registrant's resolution shall indicate that the shareholder
advisory vote under this subsection is to approve the compensation of
the registrant's named executive officers as disclosed pursuant to Item
402 of Regulation S-K (Sec.  229.402 of this chapter). The following is
a non-exclusive example of a resolution that would satisfy the
requirements of this subsection: ``RESOLVED, that the compensation paid
to the company's named executive officers, as disclosed pursuant to
Item 402 of Regulation S-K, including the Compensation Discussion and
Analysis, compensation tables and narrative discussion is hereby
APPROVED.''
    (b) If a solicitation is made by a registrant and the solicitation
relates to an annual or other meeting of shareholders at which
directors will be elected and for which the rules of the Commission
require executive compensation disclosure pursuant to Item 402 of
Regulation S-K (Sec.  229.402 of this chapter), the registrant shall,
for the first annual or other meeting of shareholders on or after
January 21, 2011, or for the first annual or other

meeting of shareholders on or after January 21, 2013 if the registrant
is a smaller reporting company, and thereafter no later than the annual
or other meeting of shareholders held in the sixth calendar year after
the immediately preceding vote under this subsection, include a
separate resolution subject to shareholder advisory vote as to whether
the shareholder vote required by paragraph (a) of this section should
occur every 1, 2 or 3 years. Registrants required to provide a separate
shareholder vote pursuant to Sec.  240.14a-20 of this chapter shall
include the separate resolution required by this section for the first
annual or other meeting of shareholders after the registrant has repaid
all obligations arising from financial assistance provided under the
TARP, as defined in section 3(8) of the Emergency Economic
Stabilization Act of 2008 (12 U.S.C. 5202(8)), and thereafter no later
than the annual or other meeting of shareholders held in the sixth
calendar year after the immediately preceding vote under this
subsection.
    (c) If a solicitation is made by a registrant for a meeting of
shareholders at which shareholders are asked to approve an acquisition,
merger, consolidation or proposed sale or other disposition of all or
substantially all the assets of the registrant, the registrant shall
include a separate resolution subject to shareholder advisory vote to
approve any agreements or understandings and compensation disclosed
pursuant to Item 402(t) of Regulation S-K (Sec.  229.402(t) of this
chapter), unless such agreements or understandings have been subject to
a shareholder advisory vote under paragraph (a) of this section.
Consistent with section 14A(b) of the Exchange Act (15 U.S.C. 78n-
1(b)), any agreements or understandings between an acquiring company
and the named executive officers of the registrant, where the
registrant is not the acquiring company, are not required to be subject
to the separate shareholder advisory vote under this paragraph.

Instructions to Sec.  240.14a-21:

    1. Disclosure relating to the compensation of directors required by
Item 402(k) (Sec.  229.402(k) of this chapter) and Item 402(r) of
Regulation S-K (Sec.  229.402(r) of this chapter) is not subject to the
shareholder vote required by paragraph (a) of this section. If a
registrant includes disclosure pursuant to Item 402(s) of Regulation S-
K (Sec.  229.402(s) of this chapter) about the registrant's
compensation policies and practices as they relate to risk management
and risk-taking incentives, these policies and practices would not be
subject to the shareholder vote required by paragraph (a) of this
section. To the extent that risk considerations are a material aspect
of the registrant's compensation policies or decisions for named
executive officers, the registrant is required to discuss them as part
of its Compensation Discussion and Analysis under Sec.  229.402(b) of
this chapter, and therefore such disclosure would be considered by
shareholders when voting on executive compensation.
    2. If a registrant includes disclosure of golden parachute
compensation arrangements pursuant to Item 402(t) (Sec.  229.402(t) of
this chapter) in an annual meeting proxy statement, such disclosure
would be subject to the shareholder advisory vote required by paragraph
(a) of this section.
    3. Registrants that are smaller reporting companies entitled to
provide scaled disclosure in accordance with Item 402(l) of Regulation
S-K (Sec.  229.402(l) of this chapter) are not required to include a
Compensation Discussion and Analysis in their proxy statements in order
to comply with this section. For smaller reporting companies, the vote
required by paragraph (a) of this section must be to approve the
compensation of the named executive officers as disclosed pursuant to
Item 402(m) through (q) of Regulation S-K (Sec.  229.402(m) through (q)
of this chapter).

0
10. Amend Sec.  240.14a-101 by:
0
a. Removing the dash that appears before paragraph (a) of Item 5 and
adding in its place an open parenthesis;
0
b. Adding paragraph (a)(5) of Item 5;
0
c. Adding the phrase ``to paragraph (a)'' following the word
``Instruction'' that follows new paragraph (a)(5) of Item 5;
0
d. Adding paragraph (b)(3) of Item 5;
0
e. Adding the phrase ``to paragraph (b)'' following the word
``Instruction'' that follows new paragraph (b)(3) of Item 5;
0
f. Adding Item 24.
    The additions read as follows:

Sec.  240.14a-101  Schedule 14A. Information required in proxy
statement.

SCHEDULE 14A. INFORMATION

* * * * *
    Item 5. Interest of Certain Persons in Matters to Be Acted Upon.
    (a) * * *
    (5) If the solicitation is made on behalf of the registrant,
furnish the information required by Item 402(t) of Regulation S-K
(Sec.  229.402(t) of this chapter).
* * * * *
    (b) * * *
    (3) If the solicitation is made on behalf of the registrant,
furnish the information required by Item 402(t) of Regulation S-K
(Sec.  229.402(t) of this chapter).
* * * * *
    Item 24. Shareholder Approval of Executive Compensation.
Registrants required to provide any of the separate shareholder votes
pursuant to Sec.  240.14a-21 of this chapter shall disclose that they
are providing each such vote as required pursuant to section 14A of the
Securities Exchange Act (15 U.S.C. 78n-1), briefly explain the general
effect of each vote, such as whether each such vote is non-binding,
and, when applicable, disclose the current frequency of shareholder
advisory votes on executive compensation required by Rule 14a-21(a) and
when the next such shareholder advisory vote will occur.
0
11. Amend Sec.  240.14c-101 by adding paragraph (c) of Item 3 to read
as follows:

Sec.  240.14c-101  Schedule 14C. Information required in information
statement.

SCHEDULE 14C. INFORMATION

* * * * *
    Item 3. * * *
    (c) Furnish the information required by Item 402(t) of Regulation
S-K (Sec.  229.402(t) of this chapter).
* * * * *

0
12. Amend Sec.  240.14d-100 by revising Item 11 to read as follows:

Sec.  240.14d-100  Tender offer statement pursuant to section 14(d)(1)
of the Securities Exchange Act of 1934.

* * * * *
    Item 11. Additional Information.
    Furnish the information required by Item 1011(a) and (c) of
Regulation M-A (Sec.  229.1011 of this chapter).
* * * * *

0
13. Amend Sec.  240.14d-101 by amending Item 8 to add the words ``and
(c)'' after ``Item 1011(b)''.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
14. The general authority citation for part 249 continues to read as
follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; and 18 U.S.C.
1350, unless otherwise noted.
* * * * *

0
15. Amend Form 8-K (referenced in Sec.  249.308), Item 5.07, by
revising paragraph (b), adding paragraph (d), and revising Instruction
1 to read as follows:

    Note: The text of Form 8-K does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 8-K

* * * * *
Item 5.07. Submission of Matters to a Vote of Security Holders
* * * * *
    (b) If the meeting involved the election of directors, the name of
each director elected at the meeting, as well as a brief description of
each other matter voted upon at the meeting; and state the number of
votes cast for, against or withheld, as well as the number of
abstentions and broker non-votes as to each such matter, including a
separate tabulation with respect to each nominee for office. For the
vote on the frequency of shareholder advisory votes on executive
compensation required by section 14A(a)(2) of the Securities Exchange
Act of 1934 (15 U.S.C. 78n-1) and Sec.  240.14a-21(b), state the number
of votes cast for each of 1 year, 2 years, and 3 years, as well as the
number of abstentions.
* * * * *
    (d) No later than one hundred fifty calendar days after the end of
the annual or other meeting of shareholders at which shareholders voted
on the frequency of shareholder votes on the compensation of executives
as required by section 14A(a)(2) of the Securities Exchange Act of 1934
(15 U.S.C. 78n-1), but in no event later than sixty calendar days prior
to the deadline for submission of shareholder proposals under Sec.
240.14a-8, as disclosed in the registrant's most recent proxy statement
for an annual or other meeting of shareholders relating to the election
of directors at which shareholders voted on the frequency of
shareholder votes on the compensation of executives as required by
section 14A(a)(2) of the Securities Exchange Act of 1934 (15 U.S.C.
78n-1(a)(2)), by amendment to the most recent Form 8-K filed pursuant
to (b) of this Item, disclose the company's decision in light of such
vote as to how frequently the company will include a shareholder vote
on the compensation of executives in its proxy materials until the next
required vote on the frequency of shareholder votes on the compensation
of executives.
* * * * *
    Instruction 1 to Item 5.07. The four business day period for
reporting the event under this Item 5.07, other than with respect to
Item 5.07(d), shall begin to run on the day on which the meeting ended.
* * *
* * * * *

    By the Commission.

    Dated: January 25, 2011.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-1971 Filed 2-1-11; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 79, Number 87 (Tuesday, May 6, 2014)]
[Notices]
[Page 25983]
[FR Doc No: 2014-10313]

=======================================================================
-----------------------------------------------------------------------

DEPARTMENT OF TRANSPORTATION

Federal Motor Carrier Safety Administration

[Docket No. FMCSA-2014-0109]

Agency Information Collection Activities; Revision of a
Currently-Approved Information Collection Request: Accident
Recordkeeping Requirements

AGENCY: Federal Motor Carrier Safety Administration (FMCSA), DOT.

ACTION: Notice and request for comments.

-----------------------------------------------------------------------

SUMMARY: In accordance with the Paperwork Reduction Act of 1995, FMCSA
announces its plan to submit the Information Collection Request (ICR)
described below to the Office of Management and Budget (OMB) for
approval and invites public comment. FMCSA requests approval to revise
the ICR entitled ``Accident Recordkeeping Requirements.'' This ICR
relates to Agency requirements that motor carriers maintain a record of
certain accidents involving commercial motor vehicles (CMVs). Motor
carriers are not required to report this data to FMCSA, but must
produce it upon inquiry by authorized Federal, State or local
officials.

DATES: Please send your comments by June 5, 2014. OMB must receive your
comments by this date in order to act on the ICR.

ADDRESSES: All comments should reference Federal Docket Management
System (FDMS) Docket Number FMCSA-2014-0109. Interested persons are
invited to submit written comments on the proposed information
collection to the Office of Information and Regulatory Affairs, Office
of Management and Budget. Comments should be addressed to the attention
of the Desk Officer, Department of Transportation/Federal Motor Carrier
Safety Administration, and sent via electronic mail to<EMAIL_ADDRESS>or faxed to<PHONE_NUMBER>, or mailed to the
Office of Information and Regulatory Affairs, Office of Management and
Budget, Docket Library, Room 10102, 725 17th Street NW., Washington, DC
20503.

FOR FURTHER INFORMATION CONTACT:  Mr. Thomas Yager, Chief, Driver and
Carrier Operations Division, Department of Transportation, Federal
Motor Carrier Safety Administration, West Building 6th Floor, 1200 New
Jersey Avenue SE., Washington, DC 20590. Telephone:<PHONE_NUMBER>; email
<EMAIL_ADDRESS>Office hours are from 9 a.m. to 5 p.m., Monday
through Friday, except Federal Holidays.

SUPPLEMENTARY INFORMATION:
    Title: Accident Recordkeeping Requirements.
    OMB Control Number: 2126-0009.
    Type of Request: Revision of a currently-approved information
collection request.
    Respondents: Motor Carriers.
    Estimated Number of Respondents: 520,000 motor carriers.
    Estimated Time per Response: 18 minutes.
    Expiration Date: May 31, 2014.
    Frequency of Response: On occasion.
    Estimated Total Annual Burden: 26,700 hours [89,000 motor carriers
recording an accident x 18 minutes per response/60 minutes in an hour =
26,700].
    Background: Title 49 of the Code of Federal Regulations, Sec.
390.15(b), requires motor carriers to make certain specified records
and information pertaining to CMV accidents available to an authorized
representative or special agent of the FMCSA upon request or as part of
an inquiry. Interstate motor carriers are required to maintain an
``accident register'' consisting of information concerning all
``accidents'' involving their CMVs (49 CFR 390.15(b) (see ``Definition:
Accident'' below). Motor carriers must report accidents that occur in
interstate and intrastate commerce. The following information must be
recorded for each accident: Date, location, driver name, number of
injuries, number of fatalities, and whether certain dangerous hazardous
materials were released. In addition, motor carriers must maintain
copies of all accident reports required by insurers or governmental
entities. Motor carriers must maintain this information for three years
after the date of the accident. Section 390.15 does not require motor
carriers to submit any information or records to FMCSA or any other
party.
    This ICR supports the DOT strategic goal of safety. By requiring
motor carriers to gather and record information concerning CMV
accidents, FMCSA is strengthening its ability to assess the safety
performance of motor carriers. This information is a valuable resource
in Agency initiatives to prevent, and reduce the severity of, CMV
crashes.
    Public Comments: Two comments were received in response to this
notice. The first respondent expressed concern about the lack of
notification by the reporting officer at the crash scene to the driver
and motor carrier. In a recent accident, he was not made aware the
accident was a DOT Recordable Accident until it was reported by the
officer on the police report. The respondent did not address the ICR
burden of the Accident Register. The second respondent suggested that
the Agency could better utilize the information contained in the
Accident Register by improving Police Accident Reports (PARs). However,
PARs are designed and used exclusively by State and local enforcement
agencies; the FMCSA lacks authority to amend or otherwise improve PARs.
    Definition: ``Accident'' is an occurrence involving a CMV operating
on a public road which results in: (1) A fatality, (2) bodily injury to
a person who, as a result of the injury, receives medical treatment
away from the scene of the accident, or (3) one or more motor vehicles
being towed from the scene (49 CFR 390.5).
    Public Comments Invited: You are asked to comment on any aspect of
this information collection, including: (1) Whether the proposed
collection is necessary for the FMCSA to perform its functions; (2) the
accuracy of the estimated burden; (3) ways for the FMCSA to enhance the
quality, usefulness, and clarity of the collected information; and (4)
ways that the burden could be minimized without reducing the quality of
the collected information.

    Issued under the authority delegated in 49 CFR 1.87 on: April
16, 2014.
G. Kelly Leone,
Associate Administrator, Office of Research and Information Technology
and Chief Information Officer.
[FR Doc. 2014-10313 Filed 5-5-14; 8:45 am]
BILLING CODE 4910-EX-P