[Federal Register Volume 82, Number 237 (Tuesday, December 12, 2017)]
[Notices]
[Pages 58473-58475]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-26687]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82225; File No. SR-NYSE-2017-42]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change Amending the NYSE Listed 
Company Manual To Modify Its Requirements With Respect to Delivery of 
Proxy Materials to the Exchange

December 6, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act''),\2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that, on November 22, 2017, New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``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 modify its requirements with respect to delivery of 
proxy materials to the Exchange. The proposed rule change is available 
on the Exchange's website 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 modify its 
requirements with respect to delivery of proxy materials to the 
Exchange.
    The Manual currently includes two provisions requiring listed 
companies to provide physical copies of proxy materials to the 
Exchange. Section 204.00(B) requires listed companies to provide six 
hard copies of proxy materials not later than the date on which the 
material is physically or electronically delivered to shareholders. 
Section 402.01 requires listed companies to provide three definitive 
copies of the proxy material (together with proxy card) not later than 
the date on which such material is sent, or given, to any security 
holders.
    The Exchange proposes to delete from Section 204.00(B) a provision 
stating that listed companies are required to file hard copies of 
certain SEC reports and other material (such as proxies) with the 
Exchange, as this provision is inconsistent with the Exchange's 
proposed revised approach to the review of SEC filings. To that end, 
the Exchange proposes to modify Section 204.00(B) so as to require 
companies to send hard copy proxy materials to the Exchange only (i) in 
the circumstances specified by Section 402.01 in its proposed amended 
form and (ii) one hard copy of any filing that is not required to be 
filed through EDGAR, including pursuant to a hardship exemption granted 
by the SEC.
    In addition, the Exchange proposes to amend Section 402.01 to 
provide that listed companies will not be required to provide proxy 
materials to the Exchange in physical form, provided such proxy 
materials are included in an SEC filing available on the SEC's EDGAR 
filing system. Any listed company whose proxy materials are available 
on EDGAR but not filed pursuant to Schedule 14A under the Act will be 
required to provide to the Exchange information sufficient to identify 
such filing (by one of the means specified in Section 204.00(A)) not 
later than the date on which such material is sent, or given, to any 
security holders. Notwithstanding the foregoing, any listed company 
whose proxy materials are not included in their entirety (together with 
proxy card) in an SEC filing available on EDGAR will continue to be 
required to provide three physical copies of any proxy material not 
available on EDGAR to the Exchange not later than the date on which 
such material is sent, or given, to any security holders, consistent 
with the requirements of Rule 14a-6(b) under the Act.\4\ The Exchange 
also proposes to correct an erroneous reference to Rule 14-a(6)(c) 
[sic] in Section 402.01 to refer instead to part (c) of that rule.
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    \4\ 17 CFR 14a-6(b).
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    The Exchange notes that almost all U.S. domestic listed companies 
are subject to the SEC's proxy rules. Those companies are required to 
file their proxy materials on the SEC's EDGAR system and the relevant 
filings are readily identifiable as being filed under Schedule 14A 
under the U.S. proxy rules. Exchange staff receives alerts when filings 
are submitted to the SEC and generally reviews proxy materials on EDGAR 
shortly after filing. This review has generally been completed long 
before the Exchange receives hard copies of proxy materials and the 
Exchange therefore has no real need to receive hard copies.
    Listed foreign private issuers are not required to comply with the 
U.S. proxy rules, although the NYSE does require these companies to 
solicit proxies. However, many foreign private issuers furnish and 
submit their proxy materials to the SEC as part of a Form 6-K (or, in 
the case of foreign private issuers that voluntarily submit periodic 
reports applicable to domestic companies, proxy materials may instead 
be included in a Form 8-K). As foreign

[[Page 58474]]

private issuers often file or submit a significant number of Forms 6-K 
(or Form 8-K, as the case may be) during a year and there is no easy 
way to identify which one includes a company's proxy materials, the 
Exchange proposes to require listed foreign private issuers to provide 
to the Exchange in electronic format the information needed to identify 
the submission containing proxy materials. Similarly, domestic 
companies occasionally file their proxy materials with the SEC on EDGAR 
on forms other than Schedule 14A and which may not be readily 
identified by Exchange staff (for example, such material may be 
included in a Form S-4 registration statement). The Exchange's proposal 
would require such companies to provide electronically to the Exchange 
the information needed to identify the applicable filing in which the 
proxy material is included. In each of these cases, the information 
must be provided by one of the means specified in Section 204.00(A).\5\ 
However, in the event that an issuer is not required to file its proxy 
material on EDGAR (e.g., pursuant to a hardship exemption provided by 
the SEC staff \6\) or does not include all of the relevant proxy 
material in its entirety in a filing that can be reviewed on EDGAR, the 
company must provide three physical copies of all of the proxy material 
unavailable on EDGAR to the Exchange not later than the date on which 
such material is sent, or given, to any security holders.
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    \5\ Section 204.00 requires that notice must be provided via a 
web portal or email address specified by the Exchange on its 
website, except in emergency situations, when notification may 
instead be provided by telephone and confirmed by facsimile as 
specified by the Exchange on its website.
    \6\ See 17 CFR 232.201 and .202.
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    The Exchange's proposed approach would ensure that the Exchange 
staff will continue to be able to review all listed company proxy 
material in a timely manner and without disruption of existing review 
procedures. The proposal also has the benefit of eliminating a 
significant amount of unnecessary use of paper and of resources devoted 
to processing unneeded materials received through the mail.
    The Exchange recognizes that Rule 14a-6(b) under the Act requires 
listed companies that are subject to the U.S. proxy rules to deliver 
hard copies of proxy materials to their listing exchange. In this 
regard, the Exchange notes that it has previously been granted no 
action relief by the SEC staff in relation to the obligation of listed 
companies to provide hard copy material to the Exchange of materials 
filed with the SEC via EDGAR, including proxy materials.\7\ At the time 
that such no action relief was granted, the Exchange decided not to 
rely on it in relation to proxy materials, but believes that it is 
appropriate to do so now for the reasons set forth above.
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    \7\ See letter dated July 22, 1998 from Ann M. Krauskopf, 
Special Counsel, Division of Corporation Finance, SEC, and Howard L. 
Kramer, Senior Associate Director, Office of Market Supervision, 
Division of Market Regulation, SEC, to Michael J. Simon, Milbank, 
Tweed, Hadley & McCloy (the ``1998 No-Action Letter''). The 1998 No-
Action Letter also granted the Exchange relief in relation to 
documents available for review on EDGAR from the recordkeeping 
requirements of Rule 17a-1 under the Act.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) \8\ of the Act, in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\9\ 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 rule change is consistent 
with the protection of investors and the public interest because the 
Exchange will generally be able to review proxy materials on EDGAR and 
will continue to require companies to provide proxy materials to the 
Exchange in physical form if they are not filed on EDGAR. It is 
consistent with the protection of investors and the public interest to 
require companies to provide the Exchange with information via its own 
online system as to how to identify the applicable SEC filing in which 
proxy materials not filed on Schedule 14A may be found, as this 
approach will enable the Exchange to review this material in a more 
timely and efficient manner. The ability of the Exchange to review 
material in a more timely manner furthers the goal of investor 
protection, as it enables the Exchange to identify regulatory issues 
more quickly and take corrective action where necessary. The Exchange 
recognizes that Rule 14a-6(b) under the Act requires listed companies 
that are subject to the U.S. proxy rules to deliver hard copies of 
proxy materials to their listing exchange. In this regard, the Exchange 
notes that it has previously been granted no action relief by the SEC 
staff in relation to the obligation of listed companies to provide hard 
copy material to the Exchange of materials filed with the SEC via 
EDGAR.
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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 purpose of the Act. The Exchange does not believe 
that the proposed amendments will impose any burden on competition, as 
their purpose is to eliminate unnecessary deliveries of physical proxy 
materials to the Exchange.

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-2017-42 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange

[[Page 58475]]

Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSE-2017-42. 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 website (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 website 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 inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSE-2017-42 and should be submitted on 
or before January 2, 2018.

    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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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-26687 Filed 12-11-17; 8:45 am]
 BILLING CODE 8011-01-P