Form 8-KSupportingStatement.Final

SUPPORTING STATEMENT FOR FORM 8-K

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

One of the chief purposes for which Congress enacted the Securities Exchange Act of
1934, (the “Exchange Act”), was to ensure that issuers that invite the public to invest in their
securities provide the public with sufficient information to make informed and knowledgeable
investment decisions. Congress recognized that one of the principal barriers to a fair and honest
market was the secrecy surrounding the financial condition of issuers. Under Section 13(a) of the
Exchange Act, companies with registered publicly held securities and companies of a certain
size must make periodic disclosures by filing annual reports, and quarterly reports and current
reports.
2.

Purpose and Use of the Information Collection

Form 8-K is the form used by companies subject to the reporting requirements under
Section 13 or 15(d) of the Exchange Act, to file current reports when specific extraordinary
corporate events occur. Generally, a company is required to file a Form 8-K within four business
days of when the corporate event occurs. This form is intended to provide investors with “real
time” access to information concerning important corporate events.
The information filed with the Commission under cover of Form 8-K can be used by
investors, broker-dealers, investment banking firms, professional securities analysts, and other
market participants to evaluate securities and make investment decisions with respect to
reporting issuers.
3.

Consideration Given to Information Technology

Form 8-K is filed electronically with the Commission on the Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system.
4.

Duplication of Information

There is no other public source for the information required on Form 8-K.

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5.

Reducing the Burden on Small Entities

Item 3.02 of Form 8-K (Unregistered Sales of Equity Securities) provides a reporting
accommodation for smaller reporting companies. Specifically, in the case of a smaller reporting
company, no report need be filed if the equity securities sold, in the aggregate since its last report
filed under this Item 3.02 or its last periodic report, whichever is more recent, constitute less than
5% of the number of shares outstanding of the class of equity securities sold.
6.

Consequences of Not Conducting Collection

Form 8-K set forth the disclosure requirements for current reports filed by companies to
help investors make informed investment decisions. Less frequent collection would deprive
investors of access to information that is important to their voting and investment decisions.
7.

Special Circumstances

There are no special circumstances.
8.

Consultations Outside the Agency

No comments were received on this request during the 60-day comment period prior to
OMB’s review of this submission.
9.

Payment or Gift to Respondents

No payment or gift has been provided to any respondents.
10.

Confidentiality

Form 8-K is a public document.
11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be required
under the following collection of information in connection with this rulemaking amendment:
The information collection collect basic Personally Identifiable Information (PII) that may
include a name and job title. However, the agency has determined that the information
collections do not constitute a system of record for purposes of the Privacy Act. Information is
not retrieved by a personal identifier. In accordance with Section 208 of the E-Government Act
of 2002, the agency has conducted a Privacy Impact Assessment (PIA) of the EDGAR system, in
connection with these/this collection(s) of information. The EDGAR PIA, published on March
22, 2023, is provided as a supplemental document and is also available at
https://www.sec.gov/privacy.

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12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title
Form 8-K

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0060

70,560

445,300

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form 8-K takes
approximately 8.41458 hours per response to comply with the collection of information
requirements and is filed by approximately 70,560 respondents. We derived our burden hour
estimates by estimating the average number of hours it would take an issuer to compile the
necessary information and data, prepare and review disclosure, file documents and retain
records. In connection with rule amendments to the form, we occasionally receive PRA estimates
from public commenters about incremental burdens that are used in our burden estimates. We
believe that the actual burdens will likely vary among individual issuers based on the nature of
their operations. We further estimate that 75% of the collection of information burden is carried
by the issuer internally and that 25% of the burden of preparation is carried by outside
professionals retained by the company. Based on our estimates, we calculated the total reporting
burden to be 445,300 hours ((0.75% x 8.41458) x 70,560 responses). For administrative
convenience, the total related to the paperwork burden hours has been rounded to the nearest
whole number. The estimated burden hours are made solely for the purpose of the Paperwork
Reduction Act
13.

Estimate of Total Annualized Cost Burden
Estimate Cost Burden
Information
Collection
Title
Form 8-K

OMB Control
Number

Number of
Responses

Cost
Burden

3235-0060

70,560

$59,373,418

We estimate that 25% of the 8.41458 hours per response 2.10365 (2.10365 hours) is
prepared by outside counsel. We estimate it will cost $400.00 per hour ($400.00 per hour x
2.10365 hours per response x 70,560 responses) for a total annual cost of $59,373,418. We
estimate an hourly cost of $400.00 for outside legal and accounting services used in connection
with public company reporting. This estimate is based on our consultations with registrants and
professional firms who regularly assist registrants in preparing and filing disclosure documents
with the Commission. Our estimates reflect average burdens, and therefore, some companies
may experience costs in excess of our estimates and some companies may experience costs that
are lower than our estimates. For administrative convenience, the presentation of the total cost
burden has been rounded to the nearest dollar. The cost estimate is made solely for the purpose
of the Paperwork Reduction Act.

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14.

Costs to Federal Government

The annual cost of reviewing and processing disclosure documents, including registration
statements, post-effective amendments, proxy statements, annual reports and other filings of
operating companies amounted to approximately $131,724,880 in fiscal year 2023, based on the
Commission’s computation of the value of staff time devoted to this activity and related
overhead.
15.
Reason for Change in Burden
Estimated Burden Hours and Cost Burden Changes
Information
Collection Title

OMB
Control
Number

Burden Hours
Adjustment

Cost Burden
Adjustment

Form 8-K

3235-0060

-301,833

($39,831,012)

The decrease in burden of 301,833 hours and the decrease of ($39,831,012) in cost
burden are due to an adjustment. The decrease in both the burden hours and cost burden reflect a
decrease in the number of respondents filing Form 8-K.
16.

Information Collection Planned for Statistical Purposes

The information collection is not planned for statistical purposes.
17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of the form.
Including the expiration date on the electronic version of the form will result in increased costs,
because the need to make changes to the form may not follow the application’s scheduled
version release dates. The OMB control number will be displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions

There are no exceptions to certification for Paperwork Reduction Act submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.