on their plans to vote in the election, but we think this will be a
small fraction of otherwise interested shareholders. More importantly,
given that there is no minimum solicitation requirement in place
currently under the baseline, and assuming current dissidents
conducting typical contests will not reduce their solicitation efforts
under the final amendments, we expect that more rather than fewer
shareholders will directly receive dissidents' proxy statements.
---------------------------------------------------------------------------

    \400\ See Section IV.D.5.b of the Proposing Release.
---------------------------------------------------------------------------

Dissemination of Proxy Materials
    The final amendments will require any dissident in a contested
election to file a proxy statement by the later of 25 calendar days
prior to the meeting date, or five calendar days after the date that
the registrant files its definitive proxy statement, regardless of the
choice of proxy delivery method. This requirement will help to ensure
that all shareholders who receive a universal proxy, which will not be
required to include complete information about the opposing party's
nominees, will have access to information about all nominees a
sufficient time before the meeting. We do not expect this requirement
to impose a substantial burden or constraint on dissidents given
existing requirements and the notice requirement of the final
amendments.
    In particular, dissidents that elect notice-only delivery are
currently required to make their proxy statement available at the later
of 40 calendar days prior to the meeting date or 10 calendar days after
the registrant files its definitive proxy statement. For such
dissidents, the required filing deadline will provide five fewer days
to furnish a proxy statement in cases in which the registrant files its
definitive proxy statement within fewer than 30 calendar days of the
meeting date, which we estimate occurred in approximately 11% of recent
contested elections, and this new deadline should not otherwise present
an incremental timing constraint for such dissidents.\401\ Dissidents
that elect full set delivery are not currently subject to any such
requirement, and thus the dissemination requirement would impose a new
filing deadline for all such dissidents. Some dissidents may therefore
be required to prepare their proxy statements earlier than they would
otherwise. In particular, we estimate that dissidents filed a
definitive proxy statement within 25 days of the meeting in 18% of
recent contested elections.\402\
---------------------------------------------------------------------------

    \401\ Based on staff review of contested elections initiated in
years 2017-2020.
    \402\ Id.
---------------------------------------------------------------------------

    In the absence of other requirements, the required filing deadline
might prevent late-breaking proxy contests. However, because the final
amendments separately require dissidents to provide notice of the
contest and the names of their nominees by the 60th calendar day before
the anniversary of the prior year's meeting (with alternative treatment
for cases in which the meeting date has changed significantly since the
prior year), we do not expect this requirement to impose a significant
further limitation on late-breaking contests. Also, while the filing
deadline will require some dissidents to prepare their proxy statements
earlier than they would otherwise, we do not expect this requirement to
impose a substantial incremental constraint or burden in most cases. In
particular, because of the notice requirement, dissidents will
generally have approximately one month to furnish a definitive proxy
statement after having provided the names of their nominees to the
registrant.
    Alternatively, we have considered proposing an earlier filing
deadline for dissidents. While an earlier filing deadline may reduce
the risk that some shareholders receive the registrant's proxy
statement and make their voting decisions before the dissident's proxy
statement is available, such a deadline may also impose an incremental
burden on dissidents and could prevent some late-breaking proxy
contests beyond those prevented by the notice requirement.
    One commenter expressed concerns that imposing a filing deadline on
the dissident without imposing a similar filing deadline on registrants
would confer a strategic advantage to registrants.\403\ As an
alternative, we considered adopting a similar 25-day filing deadline
also for registrants, which would mitigate such concerns. However, as
discussed in more detail above, registrants already have incentives to
file their definitive proxy statement well in advance of the meeting
date.\404\ Providing further evidence for such incentives, we find that
95% of registrants in a sample of recent contest filed their definitive
proxy statement at least 25 days before the annual meeting.\405\ Thus,
despite the absence of a filing deadline for registrants, it is
unlikely that the required 25-day filing deadline for dissidents in the
final amendments will confer significant strategic benefits to
registrants.
---------------------------------------------------------------------------

    \403\ See letters from Olshan.
    \404\ See supra Section II.E.3.
    \405\ Based on a review of the 101 contested elections initiated
from 2017 through 2020.
---------------------------------------------------------------------------

Formatting and Presentation of the Universal Proxy Card
    The final amendments specify certain presentation and formatting
requirements for universal proxies. We do not expect the presentation
and formatting requirements to impose any significant direct costs on
registrants or dissidents, though they may bear some indirect costs in
the form of reduced flexibility to strategically design their proxy
card.
    These presentation and formatting requirements are expected to
mitigate the risk that shareholders receiving universal proxies may be
confused about their voting choices and how to properly mark their
card. For example, shareholders could otherwise be unsure about the
total number of candidates for which they can grant authority to vote,
or about which candidates are nominated by which party. Such confusion
could increase the likelihood that some shareholders submit invalid
proxies or submit proxies that do not reflect their intentions.\406\
This may be exacerbated in the case of nominees being put forth by
multiple dissidents or when there are proxy access nominees as well as
dissident and registrant nominees.\407\
---------------------------------------------------------------------------

    \406\ See letter from BR for similar concerns.
    \407\ See, e.g., Roundtable Transcript, comment of David Katz,
Partner, Wachtell, Lipton, Rosen and Katz, at 42.
---------------------------------------------------------------------------

    In addition to preventing confusion, these presentation and
formatting requirements may also promote the fair and equal
presentation of all nominees on the proxy cards. In particular, these
requirements would prevent registrants and dissidents from
strategically choosing the font, style, sizing, and order of candidate
names in ways that could create an advantage for their slate. For
example, political science research has found that the order of
placement of

candidates' names on ballots can affect voting outcomes.\408\
---------------------------------------------------------------------------

    \408\ See, e.g., Joanne Miller & Jon Krosnick, The Impact of
Candidate Name Order on Election Outcomes, 62 Pub. Opinion Q. 291
(1998); David Brockington, A Low Information Theory of Ballot
Position Effect, 25 Pol. Behav. 1 (2003); Jonathan G.S. Koppell &
Jennifer A. Steen, The Effects of Ballot Placement on Election
Outcomes, 66 J. Pol. 267 (2004).
---------------------------------------------------------------------------

    One commenter raised a concern that the presentation and formatting
requirements we are adopting do not adequately address the risk that a
shareholder who returns a paper universal proxy card may inadvertently
vote for more nominees than are up for election, resulting in all of
that shareholder's votes being wholly invalidated.\409\ We disagree
with this assessment and think that we are adequately addressing this
risk in the final amendments by requiring prominent disclosure in the
proxy card regarding the effect and treatment of the proxy in such
cases.
---------------------------------------------------------------------------

    \409\ See letter from BR.
---------------------------------------------------------------------------

    Some commenters argued for more standardization of the universal
proxy, including some that wanted a requirement for identical proxy
cards.\410\ We acknowledge that further standardization may come with
some added incremental benefits in terms of reducing potential
confusion and potential gamesmanship. However, we think the
requirements we are adopting strike a good balance by promoting clarity
and fairness of the presentation while preserving some flexibility in
design choices for registrants and dissidents, who may have particular
views on what they think is an effective presentation of their proxy
cards and therefore may experience some costs from an overly
prescriptive approach.
---------------------------------------------------------------------------

    \410\ See supra Section II.G.2.
---------------------------------------------------------------------------

    In the Proposing Release we also considered alternatives that would
provide for more flexibility in presentation and formatting of the
universal proxy card.\411\ We have received little support by
commenters for such approaches and our original assessments of these
alternatives stand.
---------------------------------------------------------------------------

    \411\ See Section IV.D.5.b of the Proposing Release.
---------------------------------------------------------------------------

c. Voting Standards Disclosure and Voting Options
    The final amendments require certain disclosures with respect to
voting options and voting standards in proxy statements, which would
also apply to funds. We expect that the costs to registrants of such
additional disclosures will be minimal. In particular, as discussed
below, even though we expect registrants may need to update certain
standardized portions of their proxy statements and proxy cards, many
of those disclosures, once revised, are not likely to require
significant revision from year to year, and for the purpose of the
Paperwork Reduction Act of 1995 (``PRA''), we estimate the average
burden per affected registrant to be 10 minutes.\412\ To the extent
that such disclosures reduce shareholder uncertainty or confusion as to
the effect of their votes, the efficiency of the voting process may be
improved. However, we do not anticipate significant changes in voting
outcomes or corporate decisions as a result of these disclosures.
---------------------------------------------------------------------------

    \412\ See infra Section V.C.
---------------------------------------------------------------------------

V. Paperwork Reduction Act

A. Summary of the Collection of Information

    Certain provisions of our rules, schedules, and forms affected by
the amendments contain ``collection of information'' requirements
within the meaning of the PRA.\413\ The Commission published a notice
requesting comment on changes to these collection of information
requirements in the Proposing Release and submitted these requirements
to the Office of Management and Budget (``OMB'') for review in
accordance with the PRA.\414\ While several commenters provided
comments on the potential costs of the Proposed Rules, no commenters
specifically addressed our PRA analysis.\415\
---------------------------------------------------------------------------

    \413\ 44 U.S.C. 3501 et seq.
    \414\ 44 U.S.C. 3507(d); 5 CFR 1320.11.
    \415\ See supra Section II.
---------------------------------------------------------------------------

    The hours and costs associated with preparing, filing, and
distributing the schedules and forms constitute reporting and cost
burdens imposed by each collection of information. An agency may not
conduct or sponsor, and a person is not required to comply with, a
collection of information unless it displays a currently valid OMB
control number. Compliance with the information collections is
mandatory. Responses to the information collections are not
confidential and there is no mandatory retention period for the
information disclosed. The titles for the affected collections of
information are:
    (1) Regulation 14A (Commission Rules 14a-1 through 14a-21 and
Schedule 14A) (OMB Control No. 3235-0059); and
    (2) 17 CFR 270.20a-1 (Rule 20a-1 under the Investment Company Act
of 1940), Solicitations of Proxies, Consents, and Authorizations (OMB
Control No. 3235-0158).
    The Commission adopted Regulation 14A pursuant to the Exchange Act
and Rule 20a-1 pursuant to the Investment Company Act. These rules set
forth the disclosure and other requirements for proxy statements filed
by soliciting parties to help investors make informed investment and
voting decisions.
    A description of the final amendments, including the need for the
information and its use, as well as a description of the likely
respondents, can be found in Section II above, and a discussion of the
expected economic effects of the final amendments can be found in
Section IV above.

B. Effect of the Final Amendments on Existing Collections of
Information

    For operating companies, the amendments revise the consent required
of a bona fide nominee, eliminate the short slate rule, and establish
new procedures for the solicitation of proxies, the preparation and use
of proxy cards, and the dissemination of information about all director
nominees in contested elections.\416\ The amendments will affect the
collection of information requirements of soliciting parties by
requiring the use of a universal proxy card in all non-exempt
solicitations in connection with contested elections. They will also
establish requirements for universal proxy cards, including specified
formatting and presentation mandates. The amendments require all
parties to refer shareholders to the other party's proxy statement for
information about the other party's nominees and explain that
shareholders can access the other party's proxy statement on the
Commission's website. In addition, the amendments require dissidents in
election contests to provide a notice of intent to solicit and a list
of their nominees to the registrant and they eliminate the ability of
dissidents to round out their slate with registrant nominees through
use of the short slate rule. The amendments further establish filing
deadlines for a dissident's definitive proxy statement and require
dissidents to solicit at least 67% of the voting power of shares
entitled to vote on the election of directors. These requirements for
contested elections do not meaningfully impact the reporting and cost
burden associated with the collection of information.\417\
---------------------------------------------------------------------------

    \416\ These amendments do not apply to funds.
    \417\ Our current proxy rules do not prescribe a minimum
solicitation requirement for either registrants or dissidents;
however, customary practice has been for soliciting parties to
solicit more than 67% of the voting power of shares entitled to vote
on the election of directors because either, in the case of a
registrant, it wishes to meet notice, informational and quorum
requirements for the annual meeting, or, in the case of a dissident,
such solicitation is necessary in order to successfully wage a proxy
contest. Based on staff analysis of the industry data provided by a
proxy services provider for 31 proxy contests between July 1, 2018
and June 30, 2019, less than 67% of the voting power was solicited
by a dissident in not a single proxy contest in that sample. Of the
35 proxy contests between June 30, 2015 and April 15, 2016 analyzed
in the Proposing Release (see Section IV.B.2.b of the Proposing
Release), only 2 dissidents solicited less than 67% of the voting
power. In those instances, we estimate that the proposed amendments
would have resulted in average incremental solicitation expenses
(exclusive of printing costs) to the dissident of approximately
$5,400 if the least expensive approach to soliciting through an
intermediary had been used to solicit the required additional number
of shareholders. See supra notes 262 and 263. For PRA purposes, we
therefore estimate that there would be one contest annually that
would not have otherwise solicited 67% and thus would incur
additional solicitation costs of $5,400, which amount we add to the
estimated reporting and cost burden associated with Regulation 14A.

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

    We are also amending the proxy rules for all director elections to:
     Specify that the proxy card must include an ``against''
voting option when applicable state law gives effect to a vote
``against'' a nominee;
     require proxy cards to give shareholders the ability to
``abstain'' in an election where a majority voting standard is in
effect; and
     mandate disclosure about the effect of a ``withhold'' vote
in an election.
    We arrived at the estimates discussed below by reviewing our burden
estimates for similar disclosure. The amendments regarding the use of a
universal proxy card, required notices and related disclosure should
result in only a small amount of additional required disclosure and the
addition of only a limited amount of information (the names of duly
nominated director candidates for which the soliciting party has
complied with Rule 14a-19 on proxy cards). The application of these
amendments will be limited to contested elections. In addition, the
additional disclosure and changes to the proxy card relating to the
appropriate use of ``against,'' ``abstain'' or ``withhold'' voting
options should similarly result in only a small incremental increase in
required disclosure; however, those changes will apply to proxy
materials in all director elections, not just contested elections.

C. Aggregate Burden and Cost Estimates for the Amendments

    We derived our burden hour and cost estimates by estimating the
total amount of time it will take to prepare and review the required
disclosures called for by the final amendments. This estimate
represents the average burden for all soliciting parties, both large
and small. In deriving our estimates, we recognize that the burdens
will likely vary among soliciting parties. Some soliciting parties may
experience costs in excess of this average in the first year of
compliance with the amendments and some parties may experience less
than the average costs.
    As discussed more fully in Section IV.C.4 above, it is unclear
whether the amendments will result in an increase or decrease in the
number of election contests, and we therefore estimate no change in the
number of proxy statement filings as a result of the amendments. We
estimate that the average incremental burden for a registrant to
prepare a universal proxy card in a contested election and include the
required disclosure will be two hours. We similarly estimate that the
average incremental burden for a dissident to prepare a universal proxy
card in a contested election and include the required disclosure will
be two hours. We additionally estimate that the average incremental
burden for a dissident and registrant to prepare the notice to the
opposing party containing the names of its nominees in a contested
election will be approximately one hour. Thus, we estimate that the
total incremental burden for Schedule 14A will increase by three hours
per election contest for registrants and three hours per election
contest for other soliciting parties.\418\ For purposes of the PRA, we
estimate there will be 25 annual election contests per year,\419\
resulting in 150 additional total incremental burden hours (6 hours x
25 election contests) under Schedule 14A as a result of adopted Rule
14a-19 and the related amendments.
---------------------------------------------------------------------------

    \418\ There may be a range of burdens by soliciting parties as
they determine exactly how to present the proxy card and the
language of the required disclosure; however, we estimate the
burdens described above as the average burden for soliciting
parties.
    \419\ We do not estimate that there will be additional election
contests as a result of the final rules. We estimate approximately
25 election contests per year based on the average of actual proxy
contests for elections of directors in calendar years 2017-2020.
---------------------------------------------------------------------------

    We estimate that the additional disclosure and changes to the proxy
card relating to the appropriate use of ``against,'' ``abstain'' or
``withhold'' voting options in proxy materials for all director
elections will be considerably less than one hour for each proxy
statement and card relating to an election of directors. Unlike the
other amendments relating specifically to election contests, these
amendments will apply to all director elections, including director
elections for funds. As a result of these amendments, registrants may
need to update certain standardized portions of their proxy statements
and proxy cards, and many of those disclosures, once revised, are not
likely to require significant revision from year to year. We estimate
that these changes will result in an average of 10 minutes of
additional burden per response.\420\ For purposes of the PRA, we
estimate the changes will result in 1,062 hours of additional total
incremental burden under Regulation 14A (10 minutes x 6,369 filings)
and 222 hours of total incremental burden under Rule 20a-1 (10 minutes
x 1,333 filings).\421\
---------------------------------------------------------------------------

    \420\ We estimate that the incremental burden for the additional
disclosure and changes to the proxy card will increase by 20 minutes
in the first year and then be reduced to five minutes in years two
and three, resulting in a three-year average of an increased 10-
minute burden per response.
    \421\ For purposes of the Regulation 14A and Rule 20a-1
collections of information, the number of filings corresponds to the
estimated number of new filings that will be made each year under
Regulation 14A and Rule 20a-1, which include filings such as DEF
14A; DEFA14A; DEFM14A; and DEFC14A. When calculating the PRA burden
for any particular collection of information, the total number of
annual burden hours estimated is divided by the total number of
annual responses estimated, which provides the average estimated
annual burden per response. The current inventory of approved
collections of information is maintained by the Office of
Information and Regulatory Affairs (``OIRA''), a division of OMB.
The total annual burden hours and number of responses associated
with Regulation 14A and Rule 20a-1, as updated from time to time,
can be found at https://www.reginfo.gov/public/do/PRAMain. We
recognize that the adopted rules may only effect a subset of the
estimated proxy filings in the OMB inventory, but we are using the
estimate for all proxy filings to provide a conservative estimate of
the impact of the rule amendments.
---------------------------------------------------------------------------

    These estimates include the time and cost of preparing disclosure
that has been appropriately reviewed, including, as applicable, by
management, in-house counsel, outside counsel and members of the board
of directors. This burden will be added to the current burden for
Regulation 14A and Rule 20a-1, as applicable. For proxy statements
under Regulation 14A, we estimate that 75% of the burden of preparation
is carried internally and that 25% of the burden of preparation is
carried by outside professionals retained at an average cost of $400
per hour. The portion of the burden carried by outside professionals is
reflected as a cost, while the portion of the burden carried internally
is reflected in hours. We estimate a similar allocation between
internal burden hours and outside professional costs with respect to
the PRA burden for Rule 20a-1.
    As a result of the estimates discussed above, we estimate for
purposes of the PRA that the total incremental burden on all soliciting
parties of the final amendments under Regulation 14A will be 909 hours
for internal time (1,212

total incremental burden hours \422\ x 75%) and $121,200 (1,212 total
incremental burden hours x 25% x $400), plus $5,400 in professional
costs due to the additional solicitation burden, for the services of
outside professionals. We further estimate for purposes of the PRA that
the total incremental burden on all soliciting parties of the final
amendments under Rule 20a-1 will be 166.5 hours for internal time (222
total incremental burden hours x 75%) and $22,200 (222 total
incremental burden hours x 25% x $400) for the services of outside
professionals.
---------------------------------------------------------------------------

    \422\ This figure represents the sum of the aforementioned 150
additional total incremental burden hours from election contests and
the aforementioned 1,062 additional total incremental burden hours
from director elections generally.
---------------------------------------------------------------------------

    A summary of the estimated changes is included in the table below.

                                                Table 1--Calculation of Incremental PRA Burden Estimates
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Estimated
                                   Current     Estimated     Current       Estimated       Estimated        Current       increase in    Estimated total
                                    annual       annual       burden      increase in    total burden    professional    professional     professional
                                  responses    responses      hours      burden hours        hours           costs           costs            costs
                                         (A)          (B)          (C)             (D)     (E) = C + D             (F)             (G)           = F + G
--------------------------------------------------------------------------------------------------------------------------------------------------------
Schedule 14A...................        6,369        6,369      777,590           1,212         778,802    $103,678,712        $126,600      $103,805,312
Rule 20a-1.....................        1,333        1,333      113,305             222         113,527      39,990,000          22,200        40,012,200
--------------------------------------------------------------------------------------------------------------------------------------------------------

VI. Final Regulatory Flexibility Analysis

    The Regulatory Flexibility Act (``RFA'') \423\ requires the
Commission, in promulgating rules under Section 553 of the
Administrative Procedure Act,\424\ to consider the impact of those
rules on small entities. We have prepared this Final Regulatory
Flexibility Analysis (``FRFA'') in accordance with Section 604 of the
RFA.\425\ An Initial Regulatory Flexibility Act Analysis (``IRFA'') was
prepared in accordance with the RFA and was included in the Proposing
Release. The FRFA relates to the amendments to Exchange Act Rules 14a-
2, 14a-3, 14a-4, 14a-5, 14a-6, and 14a-101, and new Exchange Act Rule
14a-19.
---------------------------------------------------------------------------

    \423\ 5 U.S.C. 601 et seq.
    \424\ 5 U.S.C. 553.
    \425\ 5 U.S.C. 604.
---------------------------------------------------------------------------

A. Need for, and Objectives of, the Final Amendments

    The final amendments will allow a shareholder voting by proxy to
choose among director nominees in an election contest in a manner that
more closely reflects the choice that could be made by voting in person
at a shareholder meeting. To this end, we are amending the proxy rules
applicable to operating companies to:
     Revise the consent required of a bona fide nominee;
     eliminate the short slate rule;
     require the use of universal proxy cards in all non-exempt
solicitations in connection with contested elections; and
     prescribe requirements for universal proxy cards including
notice, filing and solicitation requirements.
    We are also adopting amendments that will apply to all director
elections and will require disclosure regarding the effect of
shareholder action to vote ``against,'' ``withhold'' or ``abstain'' and
require that the appropriate voting option be included on the proxy
card.
    The need for, and objectives of, the amendments are discussed in
more detail in Section I, above. We discuss the economic impact,
including the estimated compliance costs and burdens, of the amendments
in Sections IV and V above.

B. Significant Issues Raised by Public Comments

    In the Proposing Release, we requested comment on all aspects of
the IRFA, including how the Proposed Rules could further lower the
burden on small entities, the number of small entities that would be
affected by the Proposed Rules, the existence or nature of the
potential impact of the proposals on small entities discussed in the
analysis, and how to quantify the impact of the Proposed Rules. We did
not receive any comments specifically addressing the IRFA. However, we
received a number of comments on the Proposed Rules generally,\426\ and
have considered these comments in developing the FRFA.
---------------------------------------------------------------------------

    \426\ See supra Section II.
---------------------------------------------------------------------------

C. Small Entities Subject to the Final Amendments

    The final amendments will affect small entities that file proxy
statements under the Exchange Act. The RFA defines ``small entity'' to
mean ``small business,'' ``small organization,'' or ``small
governmental jurisdiction.'' \427\ For purposes of the RFA, under our
rules, an issuer, other than an investment company, is a ``small
business'' or ``small organization'' if it had total assets of $5
million or less on the last day of its most recent fiscal year and is
engaged or proposing to engage in an offering of securities that does
not exceed $5 million.\428\ We estimate that there are approximately
660 issuers that file with the Commission, other than investment
companies, that may be considered small entities and are potentially
subject to all of the final amendments.\429\ Under 17 CFR 270.0-10, an
investment company, including a business development company, is
considered to be a small entity 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. Commission staff estimates that, as of June 2021, there were 70
registered investment companies that would be subject to the proposed
amendments that may be considered small entities.\430\
---------------------------------------------------------------------------

    \427\ 5 U.S.C. 601(6).
    \428\ See 17 CFR 230.157 under the Securities Act and 17 CFR
240.0-10(a) under the Exchange Act.
    \429\ This estimate is based on staff analysis of issuers
potentially subject to the final amendments, excluding co-
registrants, with EDGAR filings on Form 10-K, or amendments thereto,
filed during the calendar year of January 1, 2020 to December 31,
2020, or filed by September 1, 2021, that, if timely filed by the
applicable deadline, would have been filed between January 1 and
December 31, 2020. Analysis is based on data from XBRL filings,
Compustat, Ives Group Audit Analytics, and manual review of filings
submitted to the Commission.
    \430\ These estimates are based on staff analysis of Morningstar
data and data submitted by investment company registrants in forms
filed on EDGAR as of June 30, 2021.
---------------------------------------------------------------------------

D. Projected Reporting, Recordkeeping, and Other Compliance
Requirements

    As noted above, the purpose of the final amendments is to allow a
shareholder voting by proxy to choose among director nominees in an
election contest in a manner that more closely reflects the choice that
could be made by voting in person at a shareholder meeting. In
addition, we are adopting amendments that apply to all director
elections and require disclosure

regarding the effect of shareholder action to vote ``against,''
``withhold'' or ``abstain'' and mandate that the appropriate voting
option be listed on the proxy card. The changes in reporting
requirements for soliciting parties are outlined in detail in Section I
above. Compliance with certain provisions of the amendments may require
the use of professional skills, including legal skills.
    These amendments are unlikely to impose significant recordkeeping
requirements. We discuss the economic effects, including the estimated
costs and burdens, of the final amendments on all registrants,
including small entities, in Sections IV and V above.

E. Agency Action To Minimize Effect on Small Entities

    The RFA directs us to consider alternatives that would accomplish
our stated objectives, while minimizing any significant adverse impact
on small entities. Accordingly, we considered the following
alternatives:
     Establishing different compliance or reporting
requirements or timetables that take into account the resources
available to small entities;
     clarifying, consolidating, or simplifying compliance and
reporting requirements under the rule for small entities;
     using performance rather than design standards; and
     exempting small entities from all or part of the
requirements.
    The current proxy rules relating to election contests and the proxy
rules generally do not impose different standards or requirements based
on the size of the registrant or dissident. These rules contain both
performance and design standards in order to achieve appropriate
disclosure in the proxy voting process under the Exchange Act.\431\
---------------------------------------------------------------------------

    \431\ For example, the proxy rules include filing deadlines and
some required specific disclosure. However, Schedule 14A generally
permits parties to craft their disclosure as they deem appropriate.
---------------------------------------------------------------------------

    The final amendments require very limited additional disclosure by
either the registrant or the dissident, but do impose additional filing
and solicitation requirements on dissidents and an obligation on both
parties in an election contest to include the other side's nominees on
their respective proxy cards and to notify the other party of the names
of their respective director nominees.
    The final amendments are intended to permit shareholders voting by
proxy in an election contest to reflect their choices as they could if
voting in person at a shareholder meeting. We believe the final
amendments are equally appropriate for parties of all sizes engaged in
an election contest because they facilitate the important objective of
shareholder enfranchisement, which does not depend on the size of the
soliciting party. For that reason, we are not adopting different
compliance or reporting requirements or timetables for small entities,
or an exception for small entities. Similarly, we believe that the
final amendments do not need further clarification, consolidation, or
simplification for small entities.
    Finally, as with the current proxy rules, the final amendments
include both performance and design standards. In particular, the
universal proxy card is subject to certain presentation and formatting
requirements, but there is flexibility as to the exact design of the
card within the guidelines established by the amendments.

VII. Statutory Authority

    We are adopting the rule amendments contained in this release under
the authority set forth in Sections 14 and 23(a) of the Exchange Act.

List of Subjects in 17 CFR Part 240

    Reporting and recordkeeping requirements, Securities.

    In accordance with the foregoing, we are amending title 17, chapter
II, of the Code of Federal Regulations as follows:

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

0
1. The authority citation for part 240 continues to read, in part, as
follows:

    Authority:  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, 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, and 7201 et
seq., and 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C.
1350; Pub. L. 111-203, 939A, 124 Stat. 1376 (2010); and Pub. L. 112-
106, sec. 503 and 602, 126 Stat. 326 (2012), unless otherwise noted.
* * * * *

0
2. Amend Sec.  240.14a-2 by revising paragraph (b) introductory text to
read as follows:

Sec.  240.14a-2   Solicitations to which Sec.  240.14a-3 to Sec.
240.14a-15 apply.

* * * * *
    (b) Sections 240.14a-3 through 240.14a-6 (other than Sec.  240.14a-
6(g) and (p)), 240.14a-8, 240.14a-10, 240.14a-12 through 240.14a-15,
and 240.14a-19 do not apply to the following:
* * * * *

Sec.  240.14a-3   [Amended]

0
3. Amend Sec.  240.14a-3 as follows:
0
a. In paragraph (a)(3)(i), remove the period at the end of the
paragraph and add in its place ``; or''; and
0
b. In paragraph (a)(3)(ii), remove the semicolon and add a period in
its place.

0
4. Amend Sec.  240.14a-4 as follows:
0
a. Revise paragraph (b)(2);
0
b. Remove the undesignated paragraph and instructions following
paragraph (b)(2);
0
c. Redesignate paragraph (b)(3) as paragraph (b)(5);
0
d. Add new paragraph (b)(3), paragraph (b)(4), and instruction 1 to
paragraphs (b)(2), (3), and (4);
0
e. Revise paragraphs (c)(5) and (d)(1);
0
f. In paragraph (d)(2), remove the comma at the end of the paragraph
and add a semicolon in its place;
0
g. In paragraph (d)(3), add a semicolon before ``or'' at the end of the
paragraph; and
0
h. Revise paragraph (d)(4).
    The revisions and additions read as follows:

Sec.  240.14a-4  Requirements as to proxy.

* * * * *
    (b) * * *
    (2) A form of proxy that provides for the election of directors
shall set forth the names of persons nominated for election as
directors, including any person whose nomination by a shareholder or
shareholder group satisfies the requirements of 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.
    (3) Except as otherwise provided in Sec.  240.14a-19, a form of
proxy that provides for the election of directors may provide a means
for the security holder to grant authority to vote for the nominees set
forth, as a group, provided that there is a similar means for the
security holder to withhold authority to vote for such group of
nominees (or, when applicable state law gives legal effect to votes
cast against a nominee, a similar means for the security holder to vote
against such group of nominees and a means for security holders to
abstain from voting for such group of nominees). Any such form of proxy
which is executed by the security holder in such manner as not to
withhold authority to vote for the election of any nominee, or not to
grant authority to

vote against the election of any nominee, shall be deemed to grant
authority to vote for the election of any nominee, provided that the
form of proxy so states in bold-face type. Means to grant authority to
vote for any nominees as a group or to withhold authority for any
nominees as a group or to vote against any nominees as a group may not
be provided if the form of proxy includes one or more shareholder
nominees in accordance with 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.
    (4) When applicable state law gives legal effect to votes cast
against a nominee, then in lieu of providing a means for security
holders to withhold authority to vote, the form of proxy shall provide
a means for security holders to vote against each nominee and a means
for security holders to abstain from voting. When applicable state law
does not give legal effect to votes cast against a nominee, such form
of proxy shall not provide a means for security holders to vote against
any nominee and such form of proxy shall clearly provide any of the
following means for security holders to withhold authority to vote for
each nominee:
    (i) A box opposite the name of each nominee which may be marked to
indicate that authority to vote for such nominee is withheld; or
    (ii) An instruction in bold-face type which indicates that the
security holder may withhold authority to vote for any nominee by
lining through or otherwise striking out the name of any nominee; or
    (iii) Designated blank spaces in which the security holder may
enter the names of nominees with respect to whom the security holder
chooses to withhold authority to vote; or
    (iv) Any other similar means, provided that clear instructions are
furnished indicating how the security holder may withhold authority to
vote for any nominee.
    Instruction 1 to paragraphs (b)(2), (3), and (4). Paragraphs
(b)(2), (3), and (4) do not apply in the case of a merger,
consolidation or other plan if the election of directors is an integral
part of the plan.
* * * * *
    (c) * * *
    (5) 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.
* * * * *
    (d) * * *
    (1) To vote for the election of any person to any office for which
a bona fide nominee is not named in the proxy statement:
    (i) A person shall not be deemed to be a bona fide nominee and
shall not be named as such unless the person has consented to being
named in a proxy statement relating to the registrant's next annual
meeting of shareholders at which directors are to be elected (or a
special meeting in lieu of such meeting) and to serve if elected.
    (ii) Notwithstanding paragraph (d)(1)(i) of this section, if the
registrant is an investment company registered under the Investment
Company Act of 1940 (15 U.S.C. 80a-1 et seq.) or a business development
company as defined by section 2(a)(48) of the Investment Company Act of
1940 (15 U.S.C. 80a-2(a)(48)), a person shall not be deemed to be a
bona fide nominee and shall not be named as such unless the person has
consented to being named in the proxy statement and to serve if
elected. Provided, however, that nothing in this section shall prevent
any person soliciting in support of nominees who, if elected, would
constitute a minority of the board of directors of an investment
company registered under the Investment Company Act of 1940 or a
business development company as defined by section 2(a)(48) of the
Investment Company Act of 1940, from seeking authority to vote for
nominees named in the registrant's proxy statement, so long as the
soliciting party:
    (A) Seeks authority to vote in the aggregate for the number of
director positions then subject to election;
    (B) Represents that it will vote for all the registrant nominees,
other than those registrant nominees specified by the soliciting party;
    (C) Provides the security holder an opportunity to withhold
authority with respect to any other registrant nominee by writing the
name of that nominee on the form of proxy; and
    (D) States on the form of proxy and in the proxy statement that
there is no assurance that the registrant's nominees will serve if
elected with any of the soliciting party's nominees;
* * * * *
    (4) To consent to or authorize any action other than the action
proposed to be taken in the proxy statement, or matters referred to in
paragraph (c) of this section.
* * * * *

0
5. Amend Sec.  240.14a-5 as follows:
0
a. Revise paragraph (c);
0
b. In paragraph (e)(2), remove the ``and'' at the end of the paragraph;
0
c. In paragraph (e)(3), remove the period and add ``; and'' in its
place; and
0
d. Add paragraph (e)(4).
    The revisions and addition read as follows:

Sec.  240.14a-5  Presentation of information in proxy statement.

* * * * *
    (c) Any information contained in any other proxy soliciting
material which has been or will be furnished to each person solicited
in connection with the same meeting or subject matter may be omitted
from the proxy statement, if a clear reference is made to the
particular document containing such information.
* * * * *
    (e) * * *
    (4) The deadline for providing notice of a solicitation of proxies
in support of director nominees other than the registrant's nominees
pursuant to Sec.  240.14a-19 for the registrant's next annual meeting
unless the registrant is an investment company registered under the
Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) or a business
development company as defined by section 2(a)(48) of the Investment
Company Act of 1940 (15 U.S.C. 80a-2(a)(48)).
* * * * *

0
6. Amend Sec.  240.14a-6 by revising note 3 to paragraph (a) to read as
follows:

Sec.  240.14a-6  Filing requirements.

* * * * *
    (a) * * *

    Note 3 to paragraph (a):  Solicitation in Opposition. For
purposes of the exclusion from filing preliminary proxy material, a
``solicitation in opposition'' includes: {a{time}  Any solicitation
opposing a proposal supported by the registrant; {b{time}  any
solicitation supporting a proposal that the registrant does not
expressly support, other than a security holder proposal included in
the registrant's proxy material pursuant to Sec.  240.14a-8; and
{c{time}  any solicitation subject to Sec.  240.14a-19. The
inclusion of a security holder proposal in the registrant's proxy
material pursuant to Sec.  240.14a-8 does not constitute a
``solicitation in opposition,'' even if the registrant opposes the
proposal and/or includes a statement in opposition to the proposal.
The inclusion of a shareholder nominee in the registrant's proxy
materials 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 does not constitute a ``solicitation in opposition'' for
purposes of paragraph (a) of this section, even if the registrant
opposes the shareholder nominee and solicits against the shareholder
nominee and in favor of a registrant nominee.

* * * * *

0
7. Add Sec.  240.14a-19 to read as follows:

Sec.  240.14a-19  Solicitation of proxies in support of director
nominees other than the registrant's nominees.

    (a) No person may solicit proxies in support of director nominees
other than the registrant's nominees unless such person:
    (1) Provides notice to the registrant in accordance with paragraph
(b) of this section unless the information required by paragraph (b) of
this section has been provided in a preliminary or definitive proxy
statement previously filed by such person;
    (2) Files a definitive proxy statement with the Commission in
accordance with Sec.  240.14a-6(b) by the later of:
    (i) 25 calendar days prior to the security holder meeting date; or
    (ii) Five (5) calendar days after the date that the registrant
files its definitive proxy statement; and
    (3) Solicits the holders of shares representing at least 67% of the
voting power of shares entitled to vote on the election of directors
and includes a statement to that effect in the proxy statement or form
of proxy.
    (b) The notice shall:
    (1) Be postmarked or transmitted electronically to the registrant
at its principal executive office no later than 60 calendar days prior
to the anniversary of the previous year's annual meeting date, except
that, if the registrant did not hold an annual meeting during the
previous year, or if the date of the meeting has changed by more than
30 calendar days from the previous year, then notice must be provided
by the later of 60 calendar days prior to the date of the annual
meeting or the 10th calendar day following the day on which public
announcement of the date of the annual meeting is first made by the
registrant;
    (2) Include the names of all nominees for whom such person intends
to solicit proxies; and
    (3) Include a statement that such person intends to solicit the
holders of shares representing at least 67% of the voting power of
shares entitled to vote on the election of directors in support of
director nominees other than the registrant's nominees.
    (c) If any change occurs with respect to such person's intent to
solicit the holders of shares representing at least 67% of the voting
power of shares entitled to vote on the election of directors in
support of director nominees other than the registrant's nominees or
with respect to the names of such person's nominees, such person shall
notify the registrant promptly.
    (d) A registrant shall notify the person conducting a proxy
solicitation subject to this section of the names of all nominees for
whom the registrant intends to solicit proxies unless the names have
been provided in a preliminary or definitive proxy statement previously
filed by the registrant. The notice shall be postmarked or transmitted
electronically no later than 50 calendar days prior to the anniversary
of the previous year's annual meeting date, except that, if the
registrant did not hold an annual meeting during the previous year, or
if the date of the meeting has changed by more than 30 calendar days
from the previous year, then notice must be provided no later than 50
calendar days prior to the date of the annual meeting. If any change
occurs with respect to the names of the registrant's nominees, the
registrant shall notify the person conducting a proxy solicitation
subject to this section promptly.
    (e) Notwithstanding the provisions of Sec.  240.14a-4(b)(2), if any
person is conducting a proxy solicitation subject to this section, the
form of proxy of the registrant and the form of proxy of any person
soliciting proxies pursuant to this section shall:
    (1) Set forth the names of all persons nominated for election by
the registrant and by any person or group of persons that has complied
with this section and the name of any person whose nomination by a
shareholder or shareholder group satisfies the requirements of 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;
    (2) Provide a means for the security holder to grant authority to
vote for the nominees set forth;
    (3) Clearly distinguish between the nominees of the registrant, the
nominees of the person or group of persons that has complied with this
section and the nominees of any shareholder or shareholder group whose
nominees are included in a registrant's proxy materials pursuant to the
requirements of an applicable state or foreign law provision or a
registrant's governing documents;
    (4) Within each group of nominees referred to in paragraph (e)(3)
of this section, list nominees in alphabetical order by last name;
    (5) Use the same font type, style and size for all nominees;
    (6) Prominently disclose the maximum number of nominees for which
authority to vote can be granted; and
    (7) Prominently disclose the treatment and effect of a proxy
executed in a manner that grants authority to vote for the election of
fewer or more nominees than the number of directors being elected and
the treatment and effect of a proxy executed in a manner that does not
grant authority to vote with respect to any nominees.
    (f) If any person is conducting a proxy solicitation subject to
this section, the form of proxy of the registrant and the form of proxy
of any person soliciting proxies pursuant to this section may provide a
means for the security holder to grant authority to vote for the
nominees of the registrant set forth, as a group, and a means for the
security holder to grant authority to vote for the nominees of any
other soliciting person set forth, as a group, provided that there is a
similar means for the security holder to withhold authority to vote for
such groups of nominees unless the number of nominees of the registrant
or of any other soliciting person is less than the number of directors
being elected. Means to grant authority to vote for any nominees as a
group or to withhold authority for any nominees as a group may not be
provided if the form of proxy includes one or more shareholder nominees
in accordance with 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.
    (g) This section shall not apply to:
    (1) A consent solicitation; or
    (2) A solicitation in connection with an election of directors at
an investment company registered under the Investment Company Act of
1940 (15 U.S.C. 80a-1 et seq.) or a business development company as
defined by section 2(a)(48) of the Investment Company Act of 1940 (15
U.S.C. 80a-2(a)(48)).
    Instruction 1 to paragraphs (b)(1) and (d). Where the deadline
falls on a Saturday, Sunday, or holiday, the deadline will be treated
as the first business day following the Saturday, Sunday, or holiday.
    Instruction 2 to paragraph (f). Where applicable state law gives
legal effect to votes cast against a nominee, the form of proxy may
provide a means for the security holder to grant authority to vote for
the nominees of the registrant set forth, as a group, and a means for
the security holder to grant authority to vote for the nominees of any
other soliciting person set forth, as a group, provided that, in lieu
of the ability to withhold authority to vote as a group, there is a
similar means for the security holder to

vote against such group of nominees (as well as a means for security
holders to abstain from voting for such group of nominees).

0
9. Amend Sec.  240.14a-101 as follows:
0
a. Revise Instruction 3(a)(i) and (ii) to Item 4;
0
b. Add Item 7(f); and
0
c. In Item 21, revise paragraph (b) and add paragraph (c).
    The revisions and addition read as follows:

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

* * * * *
    Item 4. * * *
    Instructions. * * *
* * * * *
    (a) * * *
    (i) In the case of a solicitation made on behalf of the registrant,
the registrant, each director of the registrant and each of the
registrant's nominees for election as a director;
    (ii) In the case of a solicitation made otherwise than on behalf of
the registrant, each of the soliciting person's nominees for election
as a director;
* * * * *
    Item 7. * * *
    (f) If a person is conducting a solicitation that is subject to
Sec.  240.14a-19, the registrant must include in its proxy statement a
statement directing shareholders to refer to any other soliciting
person's proxy statement for information required by Item 7 of this
Schedule 14A with regard to such person's nominee or nominees and a
soliciting person other than the registrant must include in its proxy
statement a statement directing shareholders to refer to the
registrant's or other soliciting person's proxy statement for
information required by Item 7 of this Schedule 14A with regard to the
registrant's or other soliciting person's nominee or nominees. The
statement must explain to shareholders that they can access the other
soliciting person's proxy statement, and any other relevant documents,
without cost on the Commission's website.
* * * * *
    Item 21. * * *
* * * * *
    (b) Disclose the method by which votes will be counted, including
the treatment and effect under applicable state law and registrant
charter and bylaw provisions of abstentions, broker non-votes, and, to
the extent applicable, a security holder's withholding of authority to
vote for a nominee in an election of directors.
    (c) When applicable, disclose how the soliciting person intends to
treat proxy authority granted in favor of any other soliciting person's
nominees if such other soliciting person abandons its solicitation or
fails to comply with Sec.  240.14a-19.
* * * * *

    By the Commission.

    Dated: November 17, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-25492 Filed 11-30-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 78, Number 178 (Friday, September 13, 2013)]
[Rules and Regulations]
[Page 56609]
[FR Doc No: 2013-22265]

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

DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 117

[Docket Number USCG-2013-0798]

Drawbridge Operation Regulation; Illinois Waterway, Beardstown,
IL

AGENCY: Coast Guard, DHS.

ACTION: Notice of deviation from drawbridge regulation.

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

SUMMARY: The Coast Guard has issued a temporary deviation from the
operating schedule that governs the Burlington Northern Santa Fe
Railroad Bridge across the Illinois Waterway, mile 88.8, at Beardstown,
Illinois. The deviation is necessary to install new conley rail
components which can only be done when the bridge is in the closed-to-
navigation position. The deviation allows the bridge to remain in the
closed-to-navigation position during two 12-hour periods.

DATES: This deviation is effective from 7 a.m. to 7 p.m., October 15
and October 22, 2013.

ADDRESSES: The docket for this deviation, USCG-2013-0798, is available
at http://www.regulations.gov. Type the docket number in the ``SEARCH''
box and click ``SEARCH.'' Click on Open Docket Folder on the line
associated with this deviation. You may also visit the Docket
Management Facility in Room W12-140 on the ground floor of the
Department of Transportation West Building, 1200 New Jersey Avenue SE.,
Washington, DC 20590, between 9 a.m. and 5 p.m., Monday through Friday,
except Federal holidays.

FOR FURTHER INFORMATION CONTACT: If you have questions on this
temporary deviation, call or email Eric A. Washburn, Bridge
Administrator, Western Rivers, Coast Guard; telephone<PHONE_NUMBER>,
email<EMAIL_ADDRESS>If you have questions on viewing the
docket, call Barbara Hairston, Program Manager, Docket Operations,
telephone<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: The Burlington Northern Santa Fe Railway
Company requested a temporary deviation for the Burlington Northern
Santa Fe (BNSF) Railroad Bridge, mile 88.8, at Beardstown, Illinois
across the Illinois Waterway. It has a vertical clearance of 19.6 feet
above normal pool in the closed position. The BNSF Railroad Bridge
currently operates in accordance with 33 CFR 117.393(a) which requires
that the bridge be maintained in the open-to-navigation position;
closing only when a train needs to transit the bridge.
    The deviation period is from 7 a.m. to 7 p.m., October 15 and
October 22, 2013 when the draw span will remain in the closed-to-
navigation position. During these times the new conley rail components
will be installed. The draw span will not be returned to its fully open
position until installation is completed after each closure. For the
duration of the repair, work vessels will not be allowed to pass
through the bridge while the installation of the conley rail components
is in progress. The bridge will not be able to open for emergencies and
there is no immediate alternate route for vessels to pass this section
of the Illinois Waterway. The Coast Guard will also inform the users of
the waterway through our Local and Broadcast Notices to Mariners of the
change in operating schedule for the bridge so that vessels can arrange
their transits to minimize any impact caused by the temporary
deviation.
    In accordance with 33 CFR 117.35(e), the drawbridge must return to
its regular operating schedule immediately at the end of the effective
period of this temporary deviation. This deviation from the operating
regulations is authorized under 33 CFR 117.35.

    Dated: August 30, 2013.
Eric A. Washburn,
Bridge Administrator, Western Rivers.
[FR Doc. 2013-22265 Filed 9-12-13; 8:45 am]
BILLING CODE 9110-04-P


[Federal Register Volume 86, Number 110 (Thursday, June 10, 2021)]
[Notices]
[Pages 31002-31003]
[FR Doc No: 2021-12155]

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

DEPARTMENT OF TRANSPORTATION

Pipeline and Hazardous Materials Safety Administration

[Docket No. PHMSA-2021-0050]

Pipeline Safety: Statutory Mandate To Update Inspection and
Maintenance Plans To Address Eliminating Hazardous Leaks and Minimizing
Releases of Natural Gas From Pipeline Facilities

AGENCY: Pipeline and Hazardous Materials Safety Administration (PHMSA);
DOT.

ACTION: Notice; issuance of advisory bulletin.

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

SUMMARY: PHMSA is issuing this advisory bulletin to remind each owner
and operator of a pipeline facility that the ``Protecting our
Infrastructure of Pipelines and Enhancing Safety Act of 2020'' (PIPES
Act of 2020) contains a self-executing mandate requiring operators to
update their inspection and maintenance plans to address eliminating
hazardous leaks and minimizing releases of natural gas (including
intentional venting during normal operations) from their pipeline
facilities. Operators must also revise their plans to address the
replacement or remediation of pipeline facilities that are known to
leak based on their material, design, or past operating and maintenance
history. The statute requires pipeline operators to complete these
updates by December 27, 2021.

FOR FURTHER INFORMATION CONTACT: Sayler Palabrica, by phone at 202-366-
0559 or by email at<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: Natural gas is composed primarily of
methane, therefore leaks and other releases of natural gas emit methane
gas into the atmosphere. According to the U.S. Environmental Protection
Agency (EPA), methane is a potent greenhouse gas with a global warming
potential (GWP) of 28-36 over 100 years.\1\ Compared to carbon dioxide,
methane gas has a stronger warming effect, but a shorter lifespan in
the atmosphere. Due to the high GWP and short lifespan of methane gas
in the atmosphere, minimizing releases of natural gas (both fugitive
and vented emissions) has relatively near-term benefits to mitigating
the consequences of climate change. Likewise, remediation or
replacement of pipeline facilities that are known to leak based on
material, design or past operating and maintenance history can result
in enhanced public safety, environmental protection, and economic
benefits.
---------------------------------------------------------------------------

    \1\ ``Understanding Global Warming Potentials,'' U.S. EPA,
available at https://www.epa.gov/ghgemissions/understanding-global-warming-potentials.
---------------------------------------------------------------------------

    The ``Protecting our Infrastructure of Pipelines and Enhancing
Safety Act of 2020'' (Pub. L. 116-260, Division R; ``PIPES Act of
2020'') was signed into law on December 27, 2020. This law contains
several provisions that specifically address the elimination of
hazardous leaks and minimization of releases of natural gas from
pipeline facilities. Section 114(b) of the PIPES Act of 2020 contains
self-executing provisions that apply directly to pipeline operators.
This section requires each pipeline operator to update its inspection
and maintenance plan required under 49 U.S.C. 60108(a) no later than
one year after the date of enactment of the PIPES Act of 2020 (i.e., by
December 27, 2021) to address the elimination of hazardous leaks and
minimization of releases of natural gas (including, and not limited to,
intentional venting during normal operations) from the operators'
pipeline facilities (49 U.S.C. 60108(a)(2)(D)). The PIPES Act of 2020
also requires those plans to address the replacement or remediation of
pipelines that are known to leak due to their material (including cast
iron, unprotected steel, wrought iron, and historic plastics with known
issues), design, or past operating and maintenance history (49 U.S.C.
60108(a)(2)(E)). In addition, 49 U.S.C. 60108(a)(2) requires that
operators continue updating these plans to meet the requirements of any
future regulations related to leak detection and repair that are
promulgated under 49 U.S.C. 60102(q).

Advisory Bulletin (ADB-2021-01)

    To: Owners and Operators of Gas and Hazardous Liquid Pipeline
Facilities.
    Subject: Statutory Mandate to Update Inspection and Maintenance
Plans to Address Eliminating Hazardous Leaks and Minimizing Releases of
Natural Gas from Pipeline Facilities.
    Advisory: The PIPES Act of 2020 contains self-executing provisions
requiring pipeline facility operators to update their inspection and
maintenance plans to address the elimination of hazardous leaks and
minimization of releases of natural gas (including, and not limited to,
intentional venting during normal operations) from their systems before
December 27, 2021. PHMSA expects that operators will comply with the
inspection and maintenance plan revisions required in the PIPES Act of
2020 by revising their operations and

maintenance (O&M) plans required under 49 CFR 192.605, 193.2017, and
195.402, to address the elimination of hazardous leaks and minimize
releases of natural gas from pipeline facilities. The plans must also
address the replacement or remediation of pipelines that are known to
leak due to their material (including cast iron, unprotected steel,
wrought iron, and historic plastics with known issues), design, or past
O&M history. The plans must in be in writing, tailored to the
operator's pipeline facilities, supported by technical analysis where
necessary, and sufficiently detailed to clearly describe the manner in
which each requirement is met. For additional guidance on O&M plans for
hazardous liquid and natural gas pipeline facilities, see ``Operations
& Maintenance Enforcement Guidance,'' part 192 subparts L and M, page
17, available at https://www.phmsa.dot.gov/sites/phmsa.dot.gov/files/docs/regulatory-compliance/pipeline/enforcement/5776/o-m-enforcement-guidance-part-192-7-21-2017.pdf; and ``Operations & Maintenance
Enforcement Guidance,'' part 195 subpart F, page 18, available at
https://www.phmsa.dot.gov/sites/phmsa.dot.gov/files/docs/regulatory-compliance/pipeline/enforcement/5781/o-m-enforcement-guidance-part-195-7-21-2017.pdf.
    Pursuant to 49 U.S.C. 60108(a)(3), as amended by section 114(a) of
the PIPES Act of 2020, PHMSA and state authorities with a certification
under 49 U.S.C. 60105 will inspect operators' revised O&M plans in
calendar year 2022, and such inspections must be completed by December
27, 2022. During these inspections, PHMSA, or the relevant state
authority, is required to evaluate whether the plans adequately address
items listed in section 114 of the PIPES Act of 2020.
    Operators need to consider the following items as they update their
plans to comply with section 114 of the PIPES Act of 2020:
     O&M plans must be detailed to address the elimination of
hazardous leaks and minimization of releases of natural gas from the
operators' pipeline facilities; meaning pipeline operators must update
their plans to minimize, among other things, fugitive emissions and
vented emissions from pipeline facilities. PHMSA and state inspections,
therefore, will evaluate the steps taken to prevent and mitigate both
unintentional, fugitive emissions as well as intentional, vented
emissions. Fugitive emissions include any unintentional leaks from
equipment such as pipelines, flanges, valves, meter sets, or other
equipment. Vented emissions include any release of natural gas to the
atmosphere due to equipment design or operations and maintenance
procedures. Common sources of vented emissions include pneumatic device
bleeds, blowdowns, incomplete combustion, or overpressure protection
venting (e.g., relief valves).
     O&M plans must address the replacement or remediation of
pipelines that are known to leak based on the material (including cast
iron, unprotected steel, wrought iron, and historic plastics with known
issues), design, or past operating and maintenance history of the
pipeline. PHMSA and state inspections will include an evaluation of how
the material present in the pipeline system, design of the system, as
well as the past O&M history of the system, contribute to the leaks
that occur on the system. PHMSA and states will evaluate whether the
plans adequately address reducing leaks on operators' pipeline systems
due to the aforementioned factors.
     Operators must carry out a current, written O&M plan to
address public safety and the protection of the environment. In
addition to the new statutory requirement that PHMSA and state
inspections consider the extent to which the plans will contribute to
the elimination of hazardous leaks and minimizing releases of natural
gas from pipeline facilities, PHMSA's inspections will continue to
include an evaluation of the extent to which the plans contribute to
both public safety and the protection of the environment.
    Developing and implementing comprehensive written O&M plans is an
effective way to eliminate hazardous leaks and minimize the release of
natural gas from pipeline systems. PHMSA anticipates these self-
executing statutory mandates will result in enhanced public safety and
reductions in pipeline emissions thereby reducing impact on the
environment.

    Issued in Washington, DC, on June 4, 2021, under authority
delegated in 49 CFR 1.97.
Alan K. Mayberry,
Associate Administrator for Pipeline Safety.
[FR Doc. 2021-12155 Filed 6-9-21; 8:45 am]
BILLING CODE 4910-60-P


[Federal Register Volume 85, Number 211 (Friday, October 30, 2020)]
[Rules and Regulations]
[Pages 68747-68748]
[FR Doc No: 2020-23299]

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

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 150

Burlington International Airport, South Burlington VT; Approval
of Noise Compatibility Program

AGENCY: Federal Aviation Administration, DOT.

ACTION: Notification.

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

SUMMARY: The Federal Aviation Administration (FAA) announces its
findings on the noise compatibility program submitted by the City of
Burlington, Vermont under the provisions of Title I of the Aviation
Safety and Noise Abatement Act of 1979. These findings are made in
recognition of the description of federal and non-federal
responsibilities in Senate Report No. 96-52 (1980). On October 14,
2020, the Airports Division Deputy Director approved the Burlington
International Airport noise compatibility program. This supersedes the
approval issued August 27, 2020. All of the proposed program elements
were approved.

DATES: Effective Date: The effective date of the FAA's approval of the
Burlington International Airport noise compatibility program is October
30, 2020.

FOR FURTHER INFORMATION CONTACT: Richard Doucette, Federal Aviation
Administration, New England Region, Airports Division, 1200 District
Avenue, Burlington, Massachusetts 01803, Telephone<PHONE_NUMBER>,
Email<EMAIL_ADDRESS>    Documents reflecting this FAA action may be obtained from the same
individual. The Noise Compatibility Plan and supporting information can
also be found at www.btvsound.com.

SUPPLEMENTARY INFORMATION: This notice announces that the FAA has given
its overall approval to the Burlington International Airport noise
compatibility program, effective October 30, 2020.
    Under Section 104(a) of the Aviation Safety and Noise Abatement Act
of 1979 (hereinafter the Act), an airport operator who has previously
submitted a noise exposure map may submit to the FAA a noise
compatibility program which sets forth the measures taken or proposed
by the airport operator for the reduction of existing non-compatible
land uses and prevention of additional non-compatible land uses within
the area covered by the noise exposure maps.
    The Act requires such programs to be developed in consultation with
interested and affected parties including local communities, government
agencies, airport users, and FAA personnel.
    Each airport noise compatibility program developed in accordance
with 14 CFR part 150 is a local program, not a federal program. The FAA
does not substitute its judgment for that of the airport proprietor
with respect to which measures should be recommended for action. The
FAA's approval or disapproval of the part 150 program recommendations
is measured according to the standards expressed in part 150 and the
Act, and is limited to the following determinations:
    (a) The noise compatibility program was developed in accordance
with the provisions and procedures of FAR part 150;
    (b) Program measures are reasonably consistent with achieving the
goals of reducing existing non-compatible land uses around the airport
and preventing the introduction of additional non-compatible land uses;
    (c) Program measures would not create an undue burden on interstate
or foreign commerce, unjustly discriminate against types or classes of
aeronautical uses, violate the terms of airport grant agreements, or
intrude into areas preempted by the federal government; and
    (d) Program measures relating to the use of flight procedures can
be implemented within the period covered by the program without
derogating safety, adversely affecting the efficient use and management
of the navigable airspace and air traffic control systems, or adversely
affecting other powers and responsibilities of the Administrator as
prescribed by law.
    Specific limitations with respect to FAA's approval of an airport
noise compatibility program are delineated in part 150, Sec.  150.5.
Approval is not a determination concerning the acceptability of land
uses under Federal, state, or local law. Approval does not by itself
constitute a FAA implementing action. A request for Federal action or
approval to implement specific noise compatibility measures may be
required, and an FAA decision on the request may require an
environmental assessment of the proposed action.
    Approval does not constitute a commitment by the FAA to financially
assist in the implementation of the program nor a determination that
all measures covered by the program are eligible for grant-in-aid
funding from the FAA under the Airport and Airway Improvement Act of
1982. Where Federal funding is sought, requests for project grants must
be submitted to the FAA Regional Office in Burlington, Massachusetts.
    The Burlington International Airport study contains a proposed
noise compatibility program comprised of actions designed for
implementation by airport management and adjacent jurisdictions. The
Burlington International Airport, South Burlington, Vermont requested
that the FAA evaluate and approve this material as a noise
compatibility program as described in Section 104(b) of the Act. The
FAA began its review of the program on April 15, 2020, and was required
by a provision of the Act to approve or disapprove the program within
180 days (other than the use of new flight procedures for noise
control). Failure to approve or disapprove such a program within the
180-day period shall be deemed to be an approval of such a program.
    The submitted program contained 9 noise mitigation measures,
including 2 to be removed. The FAA completed its review and determined
that the procedural and substantive requirements of the Act and Part
150 have been satisfied. All 7 recommended measures were approved, and
2 recommended for removal were approved for removal. The new program
will de-emphasize land acquisition in lieu of sound insulation, as the
primary noise mitigation measure.
    The Airports Division originally approved the program on August 27,
2020. After issuance of the Record of Approval, the FAA discussed its
implementation with the City of Burlington. Based on this discussion,
the FAA made two small revisions to the Record of Approval and issued a
revised approval on October 14, 2020. These revisions clarify FAA
funding of the Purchase Assurance and Sales Assistance programs
(measures #6 and #7). That prior approval is superseded by issuance of
a new Record of Approval on October 14, 2020.
    FAA's determinations are set forth in detail in a Record of
Approval approved on October 14, 2020. The Record of Approval, as well
as other evaluation materials and the documents comprising the
submittal, are available for review at the FAA office listed above and
at the administrative offices of Burlington International Airport,
South Burlington, Vermont.

    Issued in Burlington, Massachusetts on October 14, 2020.
Julie Seltsam-Wilps,
Airports Division Deputy Director, FAA New England Region.
[FR Doc. 2020-23299 Filed 10-29-20; 8:45 am]
BILLING CODE 4910-13-P