[Federal Register Volume 82, Number 125 (Friday, June 30, 2017)]
[Notices]
[Pages 29966-29968]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-13706]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81021; File No. SR-NYSE-2017-17]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change To Require Listed Companies To 
Provide Advance Notice of Dividend Announcements to the Exchange

June 26, 2017.
    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 June 13, 2017, New York Stock Exchange LLC (``NYSE'' or 
the ``Exchange'') filed with the Securities and Exchange Commission 
(the ``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 NYSE Listed Company Manual (the 
``Manual'') to require listed companies to provide notice to the 
Exchange at least 10 minutes before making any public announcement with 
respect to a dividend or stock distribution in all cases, including 
outside of the hours in which the Exchange's immediate release policy 
is in operation. 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend the Manual to require listed 
companies to provide notice to the Exchange at least 10 minutes before 
making any public announcement with respect to a dividend or stock 
distribution in all cases, including outside of the hours in which the 
Exchange's immediate release policy is in operation.
    The Exchange's immediate release policy, set forth in Sections 
202.05 and 202.06 of the Manual, already requires companies releasing 
material news between 7.00 a.m. ET and the NYSE close (generally 4.00 
p.m. ET) to call the Exchange's Market Watch team at least 10 minutes 
before issuing their announcement to discuss the content of the 
announcement and also email a copy of the proposed announcement to 
Market Watch at least 10 minutes before its release. Listed companies 
announcing dividends during these hours are required to comply with the 
immediate release policy in connection with such announcement.
    Section 204.12 of the Manual requires listed companies to give 
prompt notice to the Exchange as to any dividend action or action 
relating to a stock distribution in respect of a listed stock 
(including the omission or postponement of a dividend action at the 
customary time as well as the declaration of a dividend). This notice 
must be given at least ten days in advance of the record date and is in 
addition to the requirement to publicly disclose the information 
pursuant to the immediate release policy. The dividend notice must be 
given to the Exchange in accordance with Section 204.00.\4\ Notice must 
be given as soon as possible after declaration and in any event, no 
later than simultaneously with the announcement to the news media.
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    \4\ Section 204.00 requires that such notice must be provided 
via a web portal or email address specified by the Exchange on its 
Web site, except in emergency situations, when notification may 
instead be provided by telephone and confirmed by facsimile as 
specified by the Exchange on its Web site.
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    In addition, Section 204.21 of the Manual requires listed companies 
to give prompt notice to the Exchange of the fixing of a date for the 
taking of a record of shareholders, or for the closing of transfer 
books (in respect of a listed security), for any purpose. The notice 
must state the purpose or purposes for which the record date has been 
fixed. This notice must be provided to the

[[Page 29967]]

Exchange in accordance with Section 204.00.
    The Exchange proposes to amend each of Sections 204.12 and 204.21 
to specify that notice of any dividend or stock distribution required 
by Section 204.12 must be provided to the Exchange at least 10 minutes 
before any public announcement, including when such announcement is 
being made outside of Exchange trading hours. The principal effect of 
this amendment would be to require listed companies to provide 10 
minutes advance notice to the Exchange with respect to a dividend 
announcement made at any time, rather than just during the hours of 
operation of the immediate release policy as is currently the case.
    The Exchange also proposes to amend Section 202.06(B) to emphasize 
the Exchange's consistent interpretation of that rule as requiring 
listed companies to comply with the immediate release policy with 
respect to all announcements relating to a dividend or stock 
distribution.
    The Exchange believes there are significant benefits to requiring 
listed companies to provide all announcements of dividends and stock 
distributions to the Exchange prior to their public dissemination. In 
particular, if the Exchange is provided dividend information prior to 
its public availability, Exchange staff will be able to address any 
issues that may arise in relation to any announcement of a dividend or 
stock distribution. The proposed advance notice requirement would 
enable Exchange staff to ensure that a listed company's proposed 
dividend schedule complied with applicable Exchange requirements, 
including the requirement to provide 10 days advanced notice of the 
record date, and that the company's disclosure of the application of 
the Exchange's ``ex'-dividend trading policy was accurate. The Exchange 
intends to have staff available at all times to review dividend 
notifications immediately upon receipt, regardless of what time or day 
of the week they are provided. The staff will contact a listed company 
immediately if there is a problem with its notification. Addressing 
problems with dividend notifications before they are issued publicly 
will avoid any confusion in the marketplace resulting from the 
dissemination of inaccurate information.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) \5\ of the Act, in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\6\ in particular in that it 
is designed to promote just and equitable principles of trade, to 
foster cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, 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 
and is not designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers. The proposed amendment is consistent with 
the protection of investors and the public interest because it will 
ensure that Exchange staff is able to address any rule compliance 
problems with a listed company's dividend schedule before it is 
publicly announced.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) \7\ of the Act, in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\8\ in particular in that it 
is designed to promote just and equitable principles of trade, to 
foster cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, 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 
and is not designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers. The proposed amendment is consistent with 
the protection of investors and the public interest because it will 
ensure that Exchange staff is able to address any rule compliance 
problems with a listed company's dividend schedule before it is 
publicly announced.
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
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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 up to 90 days (i) as the Commission may designate 
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-2017-17 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSE-2017-17. 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 also will be available 
for

[[Page 29968]]

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 available publicly. All 
submissions should refer to File Number SR-NYSE-2017-17 and should be 
submitted on or before July 21, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2017-13706 Filed 6-29-17; 8:45 am]
 BILLING CODE 8011-01-P