[Federal Register Volume 77, Number 228 (Tuesday, November 27, 2012)]
[Notices]
[Pages 70868-70870]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-28745]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-68276; File No. SR-NYSE-2012-54]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change Amending the Listed Company 
Manual Section 204.00 To Create a Uniform Method for a Company To 
Provide Notice to the Exchange When Required Pursuant to Sections 
204.06, 204.12, 204.17, 204.21, 204.22, 311.01, 401.02, and 601.00 of 
the Listed Company Manual, and To Make Conforming Changes

November 20, 2012.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that on November 8, 2012, New York Stock Exchange LLC (``NYSE'' 
or ``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the Listed Company Manual to amend 
Section 204.00 to create a uniform method for a company to provide 
notice to the Exchange when required to do so pursuant to Sections 
204.06, 204.12, 204.17, 204.21, 204.22, 311.01, 401.02, and 601.00 of 
the Listed Company Manual, and to make conforming changes. In addition, 
the Exchange proposes to make administrative changes to the ``Guide to 
Requirements for Submitting Data to the Exchange,'' which is set forth 
in the Introduction to the Listed Company Manual. The text of the 
proposed rule change is available on the Exchange's Web site at 
www.nyse.com, at the principal office of the Exchange, and at the 
Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Section 204.00 of the Listed Company 
Manual to create a uniform method for a company to provide notice to 
the Exchange when required to do so pursuant to Sections 204.06, 
204.12, 204.17, 204.21, 204.22, 311.01, 401.02, and 601.00 of the 
Listed Company Manual, and to make conforming changes. In addition, the 
Exchange proposes to make administrative changes to the ``Guide to 
Requirements for Submitting Data to the Exchange,'' which is set forth 
in the Introduction to the Listed Company Manual.
    A company is currently permitted to provide notices of certain 
events to the Exchange through specified methods--for example, by 
telephone, facsimile, telegram, letter, or email--that vary from 
section-to-section of the Listed Company Manual. In some cases, 
multiple notices are required, for example telephone notice followed by 
a facsimile confirmation. The Listed Company Manual currently provides 
the following methods for providing notice to the Exchange:

------------------------------------------------------------------------
                 Section                          Current method
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204.00 Notice to and Filings with the     Notice methods include fax,
 Exchange (notice in connection with       telephone, telegram, and
 certain actions or events as specified    letter.
 in Sections 204.01 through 204.25).
204.06 Closing of Transfer Books........  No method specified.
204.12 Dividends and Stock Distributions  Notice methods include fax,
 (notice of dividend action or action      telephone, telegram, and
 relating to a stock distribution).        letter.
204.17 Meetings of Shareholders.........  No method specified.
204.21 Record Date (notice of the fixing  Notice methods include fax,
 of a date for the taking of a record of   telephone, telegram, and
 shareholders or for the closing of        letter.
 transfer books).
204.22 Redemption of Listed Securities..  No method specified.

[[Page 70869]]

 
311.01 Publicity and Notice to the        Notice methods include fax and
 Exchange of Redemption (notice of         telephone.
 corporate action which will result in,
 or which looks toward, either the
 partial or full call for redemption of
 a listed security).
401.02 Notice to the Exchange (notice of  Notice methods include
 dates set in connection with the          telephone and writing or fax.
 calling of any meeting of shareholders,
 including changes in record date).
601.00 Services to be Provided by         Notice methods include fax and
 Transfer Agents and Registrars (notice    email.
 by transfer agents of the number of
 shares outstanding at the end of each
 calendar quarter).
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    The Exchange believes that establishing uniform methods to provide 
a single notice to the Exchange when required pursuant to the rules 
specified in the chart above will simplify the notification process and 
help to ensure that all notices will be received and managed more 
efficiently. Accordingly, the Exchange proposes to replace references 
in the Listed Company Manual in the Introduction and the Sections set 
forth above that describe current notification methods with references 
to Section 204.00. Section 204.00 will provide that if a provision of 
the Listed Company Manual requires a company to give notice to the 
Exchange pursuant to Section 204.00, the company shall provide such 
notice through a web-based communication system (e.g., an email address 
or an internet portal) specified by the Exchange on its Web site.\4\ 
The Exchange believes that this web-based communication system is 
generally more reliable than telegram, telephone, or facsimile notice 
and, as such, will no longer permit notice by those methods other than 
as otherwise specified in the Listed Company Manual.\5\ When a rule 
does not specify some other notification method, companies may utilize 
the methods set forth in Section 204.00 or any other reasonable method, 
such as telephone, fax, or mail. In addition, however, Section 204.00 
would provide that, in emergency situations, notification may instead 
be provided by telephone and confirmed by facsimile as specified by the 
Exchange on its Web site.\6\ However, the Exchange will continue to 
require under Section 202.06 that a company provide advance notice of a 
material event or rumor by telephone. Section 202.06 currently provides 
that such telephonic notice should be accompanied by an email 
transmission of the content of the notice. Instead of Section 202.06's 
current general reference to the Exchange receiving the notice via 
email, the Exchange proposes to amend Section 202.06 to specify that 
such notice should be given through the Web-based notification methods 
specified in Section 204.00.\7\ Section 204.00 currently contains a 
general directive to follow the telephone alert procedures set forth in 
Section 202.06(B). The Exchange proposes to conform this statement to 
the applicable provision in Section 202.06(B) by revising it to make it 
clear that the telephone alert procedures set forth in Section 
202.06(B) are applicable when there is a material event or a statement 
dealing with a rumor which calls for immediate release which is made 
shortly before the opening or during market hours (presently 9:30 a.m. 
to 5:00 p.m., New York time).
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    \4\ Upon approval of this proposed rule change, the Exchange 
plans to specify that notices required to be provided pursuant to 
Section 204.00 should be submitted through www.egovdirect.com, a web 
portal operated by the Exchange, or to one of the email addresses 
designated by the Exchange. The Exchange will post information about 
any web portal or email address used for this purpose in a prominent 
position on its Web site. The proposed rule text provides that the 
Exchange will promptly update and prominently display that posting 
if the applicable web portal or email address changes at any time. 
At the time the proposed rule change takes effect, the Exchange 
plans to send a notice to its listed companies clearly explaining 
the means by which a notification can validly be made pursuant to 
Section 204.00. The Exchange will also post this notice in a 
prominent position on its Web site. If the Exchange modifies the 
permitted means of complying with Section 204.00 in the future, the 
Exchange will send a notice to its listed companies to explain such 
modification and will amend the notice posted on its Web site to 
reflect that modification. The proposed rule text would also advise 
issuers to consult their Exchange representative if they have any 
questions about how to comply with the applicable notification 
requirements.
    \5\ The Exchange also proposes to delete the word ``written'' 
from the heading for Section 204.00 and from the first sentence of 
the section. The purpose of the change is to eliminate any potential 
confusion as to whether notices provided through a web-based 
communication system constitute ``written'' notices.
    \6\ Under Section 204.00, an emergency situation would include 
lack of computer or internet access; a technical problem on the 
systems of either the listed company or the Exchange; or an 
incompatibility between the systems of the listed company and the 
Exchange. As stated in Footnote 4 supra, the proposed rule text also 
advises issuers to consult their Exchange representative if they 
have any questions about how to comply with the applicable 
notification requirements.
    \7\ In addition, the Exchange also proposes to make cross-
references in the amended sections of the Listed Company Manual more 
consistent by using references to a ``Section'' rather than a 
``Paragraph.''
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    The Exchange notes that there are numerous notification 
requirements in Sections 204.01-204.25, but that the web-based 
notification procedure required by proposed Section 204.00 would only 
be applicable where the relevant subsection as listed above 
specifically provided that it was. The Exchange believes that this is a 
reasonable approach, as the provisions in Sections 204.01-204.25 with 
respect to which the procedures of Section 204.00 would be required all 
relate to matters where timely notification is essential to the ability 
of investors to arrange to be holders of a security on the record date 
for a distribution or shareholder meeting. The other provisions of 
Section 204.01-204.25 relate to matters with respect to which the 
Exchange needs to be informed promptly, such as a change in transfer 
agent or trustee (Section 204.02) or change in auditors (Section 
204.03), but which do not give rise to the possibility that the failure 
to be informed immediately could materially disadvantage investors in 
the same way that the need to take timely action to be a security 
holder on a record date does. As such, the Exchange believes that it is 
reasonable to afford companies more flexibility with respect to how 
companies comply with these other notification requirements than would 
be the case under the web-based notification provision of Section 
204.00.
    The Exchange also proposes to make two clarifying changes in 
connection with the proposed amendments to Section 204.00. First, the 
Exchange proposes to amend the guidance on press releases in the 
``Guide to Requirements for Submitting Data to the Exchange,'' which is 
set forth in the Introduction to the Listed Company Manual. The purpose 
of the change is to conform the guidance in the Guide with the 
corresponding requirement under Section 202.06. As proposed, the 
revised guidance will state that, where material corporate developments 
are disclosed between 9:00 a.m. and 5:00 p.m. EST, verbal communication 
should be given to the NYSE at least 10 minutes prior to public release 
of the information and a copy of the text of the

[[Page 70870]]

announcement should be promptly conveyed to the NYSE at least 10 
minutes prior to release. Second, the Exchange proposes to delete a 
paragraph of Section 311.01, which sets forth requirements for 
notifying the Exchange of redemptions, providing that, where possible, 
a redemption notice should be delivered by hand and, where hand 
delivery is not possible, the notification should be made 
telephonically and followed by a confirmatory fax. This provision 
conflicts with a provision earlier in Section 311.11 which provides 
that companies should provide notice of redemptions to the Exchange by 
the means provided in Section 202.06(B), i.e., by telephone and 
transmission of the text of the notice in accordance with proposed 
Section 204.00. The purpose of the change is to eliminate any potential 
confusion as to the actual notice requirements because Section 311.01 
also directs listed companies to comply with the Exchange's timely 
alert procedures.
    Finally, the Exchange proposes to make three administrative changes 
to the ``Guide to Requirements for Submitting Data to the Exchange.'' 
First, the Exchange proposes to amend from six (6) to three (3) the 
number of copies of a proxy statement that a listed company must submit 
to the Exchange. The Exchange has determined that three copies of the 
proxy statement is sufficient for the Exchange's review purposes and 
that the proposed amendment would reduce an administrative burden on 
listed companies. Second, the Exchange proposes to change the name of 
the item ``Shareholders' Meeting Notice'' to ``Shareholders' Meeting/
Notice of Record Date or Change of Record Date.'' The Exchange believes 
this amendment would assist listed companies in their compliance with 
the corresponding obligation by clarifying the meaning of the item. 
Third, the Exchange proposes to amend the description of the due date 
for the item ``Shareholders' Meeting/Notice of Record Date'' so that it 
conforms with the due date for the item ``Dividend Notification.'' The 
Exchange believes this amendment also would assist listed companies in 
their compliance with the corresponding obligation by clarifying the 
terms of the due date.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\8\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\9\ in particular, in that it is designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to remove impediments to and perfect the 
mechanism of a free and open market and a national market system, and, 
in general, to protect investors and the public interest. The Exchange 
believes the proposed rule change will increase the clarity of listed 
companies' obligations under the Listed Company Manual, and that the 
proposed rule change will make it easier for listed companies to submit 
notices to the Exchange. In addition, the Listed Company Manual 
currently provides various methods for submitting notices to the 
Exchange, and the Exchange believes that making the methods uniform 
will reduce confusion for listed companies. The Exchange believes that 
creating a more efficient and effective method for submitting notices 
to the Exchange will further its objective of removing impediments to 
maintaining accurate and timely information about its listed companies, 
which will in turn benefit investors and the public.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSE-2012-54 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSE-2012-54. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing will also be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make publicly available. All 
submissions should refer to File Number SR-NYSE-2012-54 and should be 
submitted on or before December 18, 2012.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-28745 Filed 11-26-12; 8:45 am]
BILLING CODE 8011-01-P