[Federal Register Volume 87, Number 220 (Wednesday, November 16, 2022)]
[Notices]
[Pages 68781-68783]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-24957]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-96296; File No. SR-NYSEAMER-2022-51]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Update 
and Harmonize the Exchange's Reimbursement Schedule for Forwarding 
Proxy and Other Issuer Material

November 10, 2022.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on November 4, 2022, NYSE American LLC (``NYSE American'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the Exchange. The Exchange 
has designated the proposed rule change as constituting a ``non-
controversial'' rule change under paragraph (f)(6) of Rule 19b-4 under 
the Act,\3\ which renders the proposal effective upon receipt of this 
filing by the Commission. 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\ 17 CFR 240.19b-4.
    \3\ 17 CFR 240.19b-4(f)(6).
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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 NYSE American Rules 576, 585, 451--
Equities and 465--Equities, and the related provisions of Section 722 
of the NYSE American Company Guide (the ``Company Guide''), which 
provide a schedule for the reimbursement of expenses by issuers to NYSE 
American member organizations for the processing of proxy materials and 
other issuer communications provided to investors holding securities in 
street name.\4\ 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.
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    \4\ The Exchange notes that the proposed schedule for the 
reimbursement of expenses was first adopted by the New York Stock 
Exchange and FINRA in 2014 and has been applied industry wide since 
that time, as intended. See, infra, Footnote 5. This rule proposal 
does not propose any changes to that schedule. Instead, this 
proposal seeks only to make conforming changes to the Exchange's 
rules and the Company Guide.
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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 NYSE American Rules 576, 585, 451--
Equities and 465--Equities, and the related provisions of Section 722 
of the NYSE American Company Guide, which provide a schedule for the 
reimbursement of expenses by issuers to NYSE American member 
organizations for the processing of proxy materials and other issuer 
communications provided to investors holding securities in street name. 
The proposed amendments to Rules 576, 585, 451--Equities and 465--
Equities and Section 722 of the Company Guide will conform NYSE 
American's reimbursement schedule to one previously adopted by the New 
York Stock Exchange LLC (the ``NYSE'').\5\ The NYSE adopted the changes 
to its reimbursement schedule upon the recommendation of the Proxy Fee 
Advisory Committee (``PFAC'' or the ``Committee'') which was formed in 
2010 to review the then-existing fee structure and report its findings 
to the NYSE.\6\
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    \5\ See Securities Exchange Act Release No. 70720, October 18, 
2013, 78 FR 63530, October 24, 2013, approving SR-NYSE-2013-07 (the 
``NYSE Approval Order'') and Securities Exchange Act Release No. 
71273, January 9, 2014, 79 FR 2702, January 15, 2014 (SR-NYSE-2013-
83). FINRA has adopted a fee structure identical to the schedule 
that was adopted by the NYSE. See Securities Exchange Act Release 
No. 71272, January 9, 2014, 79 FR 2741, January 15, 2014 (SR-FINRA-
2013-056).
    \6\ The NYSE Approval Order contained discussion, and 
corresponding rule text, related to enhanced brokers' internet 
platforms. The Exchange is not proposing to adopt the portion of 
NYSE Rule 451 related to the Enhanced Brokers' internet Platform Fee 
as that fee expired in 2018 and is no longer relevant.
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    The Exchange notes that Rules 576 and 585 duplicate Rules 451--
Equities and 465--Equities. Rules 576 and 585 appear in the ``Office 
Rules'' section of

[[Page 68782]]

the NYSE American Rule Book and are legacy to the American Stock 
Exchange LLC (a predecessor entity to the Exchange; references 
hereafter to the Exchange will refer to the American Stock Exchange LLC 
or NYSE American LLC, as applicable). NYSE Euronext, the then-owner of 
the NYSE, acquired the Exchange in 2008. In connection with that 
acquisition, trading in securities listed on the Exchange was 
transferred onto the trading platform used by the NYSE. To facilitate 
that transfer, the Exchange adopted certain NYSE equity trading rules, 
including Rules 451--Equities and 465--Equities, which appear in the 
``Equities Rules'' section of the NYSE American Rule Book.\7\ To 
eliminate confusion, the Exchange proposes to adopt the proposed 
revised schedule for reimbursement in Rules 451--Equities (which 
corresponds to the comparable NYSE rule) and amend Rules 576, 585 and 
465--Equities to provide a cross reference to the applicable provisions 
of Rule 451--Equities.
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    \7\ SEC Release No. 58705, October 1, 2008, 73 FR 58995, October 
8, 2008, approving SR-Amex-2008-63.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Securities Exchange Act of 1934 (the ``Act'') generally.\8\ 
Section 6(b)(4) \9\ requires that exchange rules provide for the 
equitable allocation of reasonable dues, fees, and other charges among 
its members and issuers and other persons using the facilities of an 
exchange. Section 6(b)(5) \10\ requires, among other things, that 
exchange rules promote just and equitable principles of trade and that 
they are not designed to permit unfair discrimination between issuers, 
brokers or dealers. Section 6(b)(8) \11\ prohibits any exchange rule 
from imposing any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(4).
    \10\ 15 U.S.C. 78f(b)(5).
    \11\ 15 U.S.C. 78f(b)(8).
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    As amended, Rules 576, 585, 451--Equities and 465--Equities will be 
substantively identical to NYSE Rules 451 and 465 and FINRA Rule 2251. 
The Commission has previously found that NYSE Rules 451 and 465 and 
FINRA Rule 2251 are consistent with Section 6(b) of the Act, generally, 
and Sections 6(b)(4) and 6(b)(5), in particular.\12\ As the proposed 
amendments to Rules 576, 585, 451--Equities and 465--Equities will 
simply conform such rules to the corresponding, and previously 
approved, rules of the NYSE and FINRA, the Exchange believes that its 
proposal is consistent with Section 6(b) of the Act.
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    \12\ See, supra, Footnote 5.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange believes that Rules 576, 585, 451--Equities and 465--
Equities as amended by the proposed amendments do not impose any 
burdens on competition. As amended, Rules 576, 585, 451--Equities and 
465--Equities will be substantively identical to NYSE Rules 451 and 465 
and FINRA Rule 2251. The Commission has previously found that NYSE 
Rules 451 and 465 and FINRA Rule 2251 do not impose any burden on 
competition.\13\ Therefore, the Exchanges believes that the amendments 
to NYSE Rules 451 and 465 and FINRA Rule 2251 will similarly not impose 
any burden on competition.
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    \13\ Id.
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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

    Because the foregoing proposed rule change does not: (i) 
significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days after the date of the filing, or such 
shorter time as the Commission may designate if consistent with the 
protection of investors and the public interest, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \14\ and Rule 19b-
4(f)(6) \15\ thereunder.
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    \14\ 15 U.S.C. 78s(b)(3)(A).
    \15\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \16\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\17\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposed 
rule change may become operative upon filing. The Exchange states that 
waiver of the operative delay will not significantly affect the 
protection of investors and the public interest because it will ensure 
regulatory clarity and harmonization with respect to proxy rate 
reimbursement. Further, the Exchange states the proposed schedule of 
reimbursement is already being applied industry-wide and this proposal 
seeks only to conform the Exchange's rules with those of NYSE and 
FINRA. For these reasons, and because the proposed rule change does not 
raise any novel regulatory issues, the Commission believes that waiving 
the 30-day operative delay is consistent with the protection of 
investors and the public interest. Therefore, the Commission hereby 
waives the operative delay and designates the proposal operative upon 
filing.\18\
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    \16\ 17 CFR 240.19b-4(f)(6).
    \17\ 17 CFR 240.19b-4(f)(6)(iii).
    \18\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or 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-NYSEAMER-2022-51 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-NYSEAMER-2022-51. This

[[Page 68783]]

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 a.m. and 3 
p.m. Copies of such 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-NYSEAMER-2022-51 and should be submitted 
on or before December 7, 2022.
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    \19\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-24957 Filed 11-15-22; 8:45 am]
BILLING CODE 8011-01-P