[Federal Register Volume 88, Number 52 (Friday, March 17, 2023)]
[Notices]
[Pages 16487-16491]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-05442]
[[Page 16487]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-97123; File No. SR-LTSE-2023-01]
Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.;
Notice of Filing of Proposed Rule Change, as Modified by Amendment No.
1, To Establish Listing Standards Related To Recovery of Erroneously
Awarded Incentive-Based Executive Compensation
March 13, 2023.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on February 27, 2023, Long-Term Stock Exchange, Inc. (``LTSE'' or
the ``Exchange'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change. On March 9, 2023, the
Exchange filed Amendment No. 1 to the proposed rule change, which
superseded and replaced the proposed rule change in its entirety. The
proposed rule change, as modified by Amendment No. 1, is described in
Items I and II below, which Items have been prepared by the Exchange.
The Commission is publishing this notice to solicit comments on the
proposed rule change, as modified by Amendment No. 1, from interested
persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 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
LTSE is filing with the Commission a proposed rule change as
modified by Amendment No. 1 \3\ to adopt Listing Standards for the
Recovery of Erroneously Awarded Compensation, as required by Rule 10D-1
of the Act.\4\ The text of the proposed rule change is available at the
Exchange's website, at https://longtermstockexchange.com, at the
principal office of the Exchange, and at the Commission's public
reference room.
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\3\ This Amendment No. 1 to the rule filing SR-LTSE-2023-01
replaces SR-LTSE-2023-01 as originally filed on February 27, 2023
and supersedes that filing in its entirety.
\4\ 17 CFR 240-10D-1.
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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 Exchange 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 these 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 aspects of such
statements.
A. Self-Regulatory Organization's Statement on the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange is filing this amendment to SR-LTSE-2023-01
(``Amendment 1'') in order to (i) clarify the purpose and rationale of
the proposed rule change; and (ii) make technical changes to improve
the structure and clarity of the proposed rules. This Amendment 1
supersedes and replaces the initial rule proposal in its entirety (the
``Initial Proposal'').
LTSE filed the Initial Proposal with the Commission on February 27,
2023 pursuant to the provisions of Section 19(b)(1) under the
Securities Exchange Act of 1934 (``Act''),\5\ and Rule 19b-4 \6\
thereunder, proposing rule changes to establish listing standards for
the recovery of erroneously awarded executive compensation as required
by Rule 10D-1 of the Act.\7\
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\5\ 15 U.S.C. 78s(b)(1).
\6\ 17 CFR 240-19b-4.
\7\ 17 CFR 240-10D-1.
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The Exchange is proposing amendments to Chapter 14 of its rules
(LTSE Listing Rules) to establish listing standards for the recovery of
erroneously awarded executive compensation as required by Rule 10D-1
and to address situations where a listed company has not complied with
Rule 10D-1 and the Exchange's listing standards established pursuant
thereto.
The Exchange proposes to amend Rule 14.203, Prerequisites for
Applying to List on the Exchange, by adding new paragraph (j), which
will require that all Companies listing on LTSE must, as required by
Rule 10D-1, comply with the requirements of proposed Rule 14.207(f),
Recovery of Erroneously Awarded Compensation to Executive Officers.
The Exchange is further proposing to amend LTSE Rules 14.207,
Obligations for Companies Listed on the Exchange, paragraph (f), to
establish ``Listing Standards for the Recovery of Erroneously Awarded
Compensation.'' The current text of paragraph (f) of Rule 14.207 will
be repositioned into a new paragraph (g).
On October 26, 2022, the Commission adopted a new rule and rule
amendments \8\ to implement Section 954 of the Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010 (the ``Dodd Frank Act''),\9\
which added Section 10D to the Act. This final Rule 10D-1 adopted by
the Commission directs national securities exchanges and associations
that list securities to establish listing standards that require each
issuer to adopt, comply with, and disclose a written policy providing
for the reasonably prompt recovery, in the event of required accounting
restatement, of incentive-based compensation received by current or
former executive officers during the three fiscal years preceding the
date on which the issuer is required to prepare an accounting
restatement to correct a material error. As required by Rule 10D-1 and
proposed Rule 14.207(f) titled ``Recovery of Erroneously Awarded
Compensation to Executive Officers,'' any Company listed on LTSE must
adopt a compensation recovery policy, comply with that policy, and
provide the required disclosures.
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\8\ See, Release Nos. 33-11126; 34-96159; IC-34732; File No. S-
7-12-15; 87 FR 73076 (November 28, 2022).
\9\ 2 Public Law No. 111-203, 124 Stat. 1900 (2010).
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Additionally, as explained in the Rule 10D-1 adopting release \10\
(the ``Adopting Release''), each listed issuer is required to file its
written recovery policies as exhibits to its annual report; indicate,
by check boxes on the annual reports, whether the financial statements
included in the filing contain a correction of an error in previously-
issued financial statements and whether any of the reported error
corrections constitute restatements that required a recovery analysis
under the issuer's recovery policies; and finally, to disclose any
actions taken through the application of the recovery policies.
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\10\ Securities Exchange Act Release No. 96159 (October 26,
2022), 87 FR 73076 (November 28, 2022).
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Rule 10D-1 requires that issuers recover reasonably promptly the
amount of erroneously-awarded executive compensation. Compliance by an
issuer with this obligation will be reviewed in the context of each
accounting restatement prepared by the issuer, and will include the
means used to seek recovery and whether such means are appropriate
based on the discrete circumstances of each executive officer who is
determined to be subject to recovery of erroneously awarded
compensation.
Rule 10D-1 became effective on January 27, 2023; national
securities exchanges and national securities associations that list
securities were
[[Page 16488]]
required to file proposed listing standards no later than February 27,
2023 and such listing standards must be effective no later than
November 28, 2023. Issuers subject to the Exchange's listing standards
will have 60 days following the effective date of such standards to
adopt a recovery policy.
As required by Rule 10D-1 and proposed Rule 14.207(f), any Company
listed on LTSE must adopt a compensation recovery policy, comply with
that policy, and provide the required compensation recovery policy
disclosures.
The Exchange is proposing amendments to Chapter 14 of its rules
(LTSE Listing Rules) to establish listing standards for the recovery of
erroneously awarded executive compensation as required by Rule 10D-1.
The Exchange proposes to amend Rule 14.203, Prerequisites for
Applying to List on the Exchange, by adding new paragraph (j), which
will require that all Companies listing on LTSE must, as required by
Exchange Act Rule 10D-1, comply with the requirements of Rule 14.207(f)
(Recovery of Erroneously Awarded Compensation to Executive Officers).
New Definitions
The Exchange is proposing to adopt the specific definitions of
certain terms as contained in Rule 10D-1. These new definitions are
being proposed solely for purposes of Rule 14.207(f). In new
subparagraph (A) of Rule 14.207(f)(1), the Exchange defines ``Executive
Officer'' as the Company's \11\ president, principal financial officer,
principal accounting officer (or the controller in the event there is
no principal accounting officer), and vice-president in charge of a
principal business unit, division, or function (such as sales,
administration, or finance), any other officer who performs a policy-
making function, or any other person who performs similar policy-making
functions for the Company. Executive officers of the Company's
parent(s) or subsidiaries are deemed executive officers of the Company
if they perform such policy making functions for the Company. In
addition, when the Company is a limited partnership, officers or
employees of the general partner(s) who perform policy-making functions
for the limited partnership are deemed officers of the limited
partnership. When the Company is a trust, officers, or employees of the
trustee(s) who perform policy-making functions for the trust are deemed
officers of the trust. Policy-making function is not intended to
include policy-making functions that are not significant.
Identification of an executive officer for purposes of this Rule would
include at a minimum executive officers identified pursuant to 17 CFR
229.401(b).
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\11\ The Exchange notes that, throughout the proposed rule text,
it uses the term ``Company'' rather than ``issuer'' to apply
consistent terminology that is used throughout the Exchange's
Listing Rules. Rule 14.002(a)(5) defines ``Company'' to mean the
issuer of a security listed or applying to list on the Exchange. For
purposes of the Exchange's listing rules, the term ``Company''
includes an issuer that is not incorporated, such as, for example, a
limited partnership.
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Proposed subparagraph (B) of Rule 14.207(f)(1) defines ``Financial
Reporting Measures'' as those that are determined and presented in
accordance with the accounting principles used in preparing the
Company's financial statements, and any measures that are derived
wholly or in part from such measures. Stock price and total shareholder
return are also financial reporting measures. A financial reporting
measure need not be presented within the financial statements or
included in a filing with the Commission.
In proposed subparagraph (C) of Rule 14.207(f)(1), the Exchange
defines ``Incentive-based Compensation'' as any compensation that is
granted, earned, or vested based wholly or in part upon the attainment
of a financial reporting measure. Finally, proposed subparagraph (D) of
Rule 14.207(f)(1) provides that the term ``Received'' with respect to
incentive-based compensation as meaning that such compensation is
deemed received in the Company's fiscal period during which the
financial reporting measure specified in the incentive-based
compensation award is attained, even if the payment or grant of the
incentive-based compensation occurs after the end of that period. The
provision is intended to provide clarification and avoid doubt when
determining when incentive based compensation that is subject to the
rule was received.
Requirement To Adopt, Implement and Disclose a Recovery Policy for
Incentive-Based Executive Compensation
Proposed Rule 14.207(f)(2) requires that every Company that lists
its securities on the Exchange must, no later than 60 days of the
effective date of this rule, which is the date that the Commission
approves this rule filing SR-LTSE-2023-01, adopt and comply with a
written policy requiring such issuer to recover reasonably promptly the
amount of erroneously awarded incentive-based compensation to any
executive officer in the event that the Company is required to prepare
an accounting restatement due to material non-compliance of the Company
with any financial reporting requirement under the securities laws,
including any required accounting restatement to correct a material
error in previously issued financial statements that is material to the
previously issued financial statements, or that would result in a
material misstatement if the error were corrected in the current period
or left uncorrected in the current period.
This provision is intended to align with the requirements of Rule
10D-1 and embed in the Exchange's listing rules the requirement to
establish and enforce a written recovery policy as a requirement for
listing on LTSE.
In proposed Rule 14.207(f)(2)(B), the Exchange requires that every
Company listed on the Exchange disclose its written recovery policy as
part of its reporting obligations to the Commission, as an exhibit to
its Annual Report, and to the Exchange. Companies applying for initial
listing must include its written recovery policy as part of its listing
application. The Exchange will not act on any new listing application
unless the recovery policy is included with the initial listing
application. Proposed Rule 14.203(j), as discussed above, also notes as
part of the prerequisites for applying to list on the Exchange, as
required by Rule 10D-1, any Company listing on the Exchange must comply
with proposed rule 14.207(f).
In proposed Rule 14.207(f)(3), Application of the Recovery Policy
to Executive Officers, the Exchange states that the recovery policy
shall apply to all incentive-based compensation received by a person:
(A) after beginning service as an executive officer of the Company; (B)
who served as an executive officer at any time during the performance
period for that incentive-based compensation; (C) while the Company had
a class of securities listed on a national securities exchange or a
national securities association; and (D), during the three completed
fiscal years immediately preceding the date that the Company is
required to prepare an accounting restatement as described in proposed
Rule 14.207(f). In addition to the last three completed fiscal years,
the recovery policy must apply to any transition period (that results
from a change in the Company's fiscal year) within or immediately
following those three completed fiscal years. However, a transition
period between the last day of the Company's previous fiscal year end
and the first day of its new fiscal year
[[Page 16489]]
that comprises a period of nine to 12 months would be deemed a
completed fiscal year. A Company's obligation to recover erroneously
awarded compensation is not dependent on if or when the restated
financial statements are filed.
For purposes of determining the relevant recovery period, the
Exchange proposes in Rule 14.207(f)(4) that the date that a Company is
required to prepare an accounting restatement as described in paragraph
(f) of the Rule is the earlier to occur of: (A) the date the Company's
board of directors, a committee of the board of directors, or the
officer or officers of the Company authorized to take such action if
board action is not required, concludes, or reasonably should have
concluded, that the Company is required to prepare an accounting
restatement as described in paragraph (f) of this Rule; or (B) the date
a court, regulator, or other legally authorized body directs the
Company to prepare an accounting restatement as described in paragraph
(f) of this Rule.
Determining Amount of Incentive-Based Compensation Subject to the
Company's Recovery Policy
Proposed Rule 14.207(f)(5)(A) states that the amount of incentive-
based compensation that must be subject to the Company's recovery
policy (``erroneously awarded compensation'') is the amount of
incentive-based compensation received that exceeds the amount of
incentive-based compensation that otherwise would have been received
had it been determined based on the restated amounts, and must be
computed without regard to any taxes paid. Proposed subparagraph (B)
states that, for incentive-based compensation based on stock price or
total shareholder return, where the amount of erroneously awarded
compensation is not subject to mathematical recalculation directly from
the information in an accounting restatement: (i) the amount must be
based on a reasonable estimate of the effect of the accounting
restatement on the stock price or total shareholder return upon which
the incentive-based compensation was received; and (ii) the Company
must maintain documentation of the determination of that reasonable
estimate and provide such documentation to the Exchange. These
provisions are intended to address and clarify how erroneously awarded
compensation calculations will be treated when it involves factors not
readily obtained through an analysis of the accounting restatement.
Rule 10D-1 requires that a listed Company recover the amount of
erroneously-awarded incentive-based compensation reasonably promptly
\12\ but does not specify the time by which the Company must complete
the recovery of excess incentive-based compensation. LTSE will
determine whether the steps that a Company is taking constitutes
compliance with its compensation recovery policy. The Company's
obligation to recover erroneously-awarded incentive based compensation
reasonably promptly will be assessed on a holistic basis with respect
to each such accounting restatement prepared by the Company. In
evaluating whether the Company is recovering erroneously-awarded
executive compensation reasonably promptly, the Exchange will consider
whether the Company is pursuing the appropriate balance of cost and
speed in determining the appropriate means to seek recovery, and
whether the Company is securing recovery through means that are
appropriate based on the particular facts and circumstances of each
executive officer that owes a recoverable amount.
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\12\ The Commission stated that it: ``recognize(s) that what is
reasonable may depend on the additional cost incident to the
recovery efforts. [The Commission] expects[s] that issuers and their
directors and officers, in the exercise of their fiduciary duty to
safeguard the assets of the issuer (including the time value of any
potentially recoverable compensation), will pursue the most
appropriate balance of cost and speed in determining the appropriate
means to seek recovery.'' See, Adopting Release at 73104.
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Exceptions to Requirement To Recover Erroneously Awarded Compensation
Proposed Rule 14.207(f)(6), Exceptions to Requirement to Recover
Erroneously Awarded Compensation, allows for certain exceptions to the
application of the recovery policy. Specifically, Companies must
recover erroneously awarded compensation in compliance with its
recovery policy except to the extent that the conditions described
subparagraphs (A), (B), or (C) of proposed Rule 14.207(f)(6) are met
and the Company's Compensation Committee, or in the absence of such a
committee, a majority of the independent directors serving on the
board, has made a determination that recovery would be impracticable in
consideration of those conditions.
Under subparagraph (A) of proposed Rule 14.207(f)(6), the direct
expense paid to a third party to assist in enforcing the policy would
exceed the amount to be recovered. Before concluding that it would be
impracticable to recover any amount of erroneously awarded compensation
based on expense of enforcement, the Company must make a reasonable
attempt to recover such erroneously awarded compensation, document such
reasonable attempt(s) to recover, and provide that documentation to the
exchange or association. Under subparagraph (B), recovery would violate
home country law where that law was adopted prior to November 28, 2022.
Before concluding that it would be impracticable to recover any amount
of erroneously awarded compensation based on violation of home country
law, the Company must obtain an opinion of home country counsel,
acceptable to the Exchange, that recovery would result in such a
violation, and must provide such opinion to the Exchange. Under
subparagraph (C), recovery would likely cause an otherwise tax-
qualified retirement plan, under which benefits are broadly available
to employees of the registrant, to fail to meet the requirements of 26
U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
In proposed Rule 14.207(f)(7), Indemnification Of Executive
Officers by the Company Prohibited, the Exchange makes clear that a
Company is prohibited from indemnifying any executive officer or former
executive officer against the loss of erroneously awarded compensation.
This provision is intended to assure that executive officers who
otherwise would be subject to the recovery rule do not avoid a
financial consequence by having the Company indemnify them. Absent this
provision, the recovery rule would lose substantial impact and would
not be as effective in influencing executive management actions.
Proposed Rule 14.207(f)(8) reinforces the disclosure requirements
and provides that Companies are required to file all disclosures with
respect to its Recovery Policy in accordance with the requirements of
the Federal securities laws, applicable Commission filings, and the
Rules of the Exchange.
The Exchange further proposes certain general exemptions in Rule
14.207(f)(9): that the requirements of Rule 14.207(f) shall not apply
to the listing of any security issued by a unit investment trust, as
defined in 15 U.S.C. 80a-4(2) and any security issued by a management
company as defined in 15 U.S.C. 80(a)-4(3) that is registered under
Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8, if
such management company has not awarded incentive-based compensation to
any executive officer of the Company in any of the last three fiscal
years, or in the case of a Company that has been listed less than three
fiscal years, since the listing of the Company. These exemptions are
proposed to align with
[[Page 16490]]
the exemptions provided in Rule 10D-1.
As provided in Rule 10D-1, LTSE proposes to require under Rule
14.207(f)(10) that each Company is required to (i) adopt a policy
governing the recovery of erroneously awarded compensation as required
by this rule no later 60 days following the effective date of this rule
(the date of the Commission's approval of SR-LTSE-2023-01); and (ii)
provide the disclosures required by this rule and in the applicable
Commission filings on or after such effective date of this rule (the
date of the Commission's approval of SR-LTSE-2023-01). Notwithstanding
the look-back requirements in Rule 14.207(f), a Company is only
required to apply the recovery policy to incentive-based executive
compensation received after the effective date of this rule (the date
of the Commission's approval of SR-LTSE-2023-01).
As proposed, a Company will be subject to delisting by the Exchange
if it does not adopt, comply with, and disclose its policy on recovery
of erroneously awarded executive compensation. Any Company that has
failed to meet the requirements of the Rule will not be allowed to list
on LTSE or, if listed, will be subject to provisions of LTSE Rule
14.500 (Failure to Meet Listing Standards) and the procedures set forth
in Rules 14.501, 14.502 and 14.503. The Exchange is proposing to amend
Rule 14.501(d)(2)(A)(iii) to provide that a Company that has failed to
comply with the requirements of Rule 14.207(f) is required to submit to
LTSE a plan to regain compliance. The Exchange proposes to utilize its
existing administrative process for addressing corporate governance
deficiencies for violations of Rule 10D-1, subject to certain
amendments described below. The Exchange believes that using the
existing process is appropriate in that it applies a consistent process
for rectifying corporate governance deficiencies to which listed
Companies are already subject.
However, the Exchange is proposing amendments to Rule 14.500(b)(5),
which defines a Public Reprimand Letter, and Rule 14.501, Notification
of Deficiency by LTSE Regulation, to exclude a violation of Rule 10D-1
from the deficiencies in listing standards for which a Public Reprimand
Letter is appropriate under Rule 14.500 and state that Public Reprimand
Letters may not be issued for violations of the listing standards
required by Rule 10D-1 and proposed LTSE Rule 14.207(f). A conforming
amendment is proposed for Rule 14.502, Review of Staff Determination by
the Listings Review Committee. Currently, the rule text in Rule
14.502(1)(C), states that the Exchange's Listing Review Committee may,
where it deems appropriate: ``issue a decision that serves as a Public
Reprimand letter in cases where the Company has violated an Exchange
corporate governance or notification Listing standard (other than one
required by Rule 10A-3 of the Act) and the Listing Review Committee
determines that delisting is an inappropriate sanction. . . .'' The
Exchange proposes to include Rule 10D-1 as a governance and
notification listing standard that is ineligible for the disposition by
a Public Reprimand Letter upon a review or a delisting proceeding by
the Listings Review Committee.
The Exchange is proposing these amendments because it does not
believe that issuance of a Public Reprimand Letter in situations where
a listed Company has failed to meet its obligations regarding the
recovery of erroneously awarded executive compensation is consistent
with the provisions of Rule 10D-1.
2. Statutory Basis
The Exchange believe that the proposed rule change is consistent
with the provisions of Section 6 of the Act,\13\ in general, and
furthers the objectives of Section 6(b)(5) of the Act,\14\ in
particular, because it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in 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. Further, the Exchange believes that the proposal is
not designed to permit unfair discrimination between issuers or to
regulate by virtue of any authority conferred by the Act matters not
related to the purposes of the Act or the administration of the
Exchange, for the reasons set forth below.
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\13\ Id.
\14\ 15 U.S.C. 78f(b)(5).
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First, and importantly, the Exchange is proposing to adopt these
rules as required under Section 10D of the Act and Rule 10D-1. The
requirement that national securities exchanges that list equity
securities, such as LTSE, embed the requirements of the statute and the
regulation into its listing rules is intended to effectuate compliance
and ensure consistency across the rules of every exchange. The Exchange
believes that these proposals protect investors and the public interest
by requiring Companies, with certain exemptions, that in the event the
Company is required to prepare an accounting restatement, to recover
reasonably promptly erroneously awarded incentive-based compensation
paid to current or former executive officers based on any misstated
financial measure. These proposed amendments will also help to foster
effective oversight of executive compensation and provide increased
accountability and transparency to investors by not allowing executive
officers to retain compensation that they were awarded erroneously. The
Exchange believes that the recovery requirement will operate to provide
executive officers with an increased incentive to take steps to reduce
the likelihood of inadvertent misreporting and will reduce the
financial benefits to executive officers who pursue impermissible
accounting methods, which the Commission expects will further reduce
such behavior.\15\
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\15\ See, Rule 10D-1 Adopting Release at 87 FR 73077.
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LTSE further believes that the proposal to provide that a Company
that had failed to comply with the requirements of Rule 14.207(f) is
required to submit to the Exchange a plan to regain compliance is
consistent with the investor protection objectives of Section 6(b)(5)
of the Act \16\ because the Exchange's process for addressing such
deficiencies will follow the established pattern used for similar
corporate governance deficiencies, to which listed Companies are
already subject and are familiar with.
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\16\ 15 U.S.C. 78(b)(5).
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The Exchange believes that its proposed rule change is fair and not
unfairly discriminatory. As stated in the Adopting Release, ``[t]o
assure that issuers listed on different exchanges are subject to the
same disclosure requirements regarding erroneously awarded compensation
recovery, amendments to the Commission's disclosure rules require all
issuers listed on any exchange to file their written compensation
policies as an exhibit to their annual reports. . . .'' \17\
Additionally, because issuers listed on different exchanges will be
subject to the same disclosure requirements regarding erroneously
awarded compensation it alleviates any additional compliance burdens
that could result, absent uniform treatment across all exchanges. The
Exchange
[[Page 16491]]
further believes that the proposed amendments are consistent with the
protection of investors and the public interest by imparting uniformity
of the exchanges' rules on erroneously awarded executive compensation,
as required by Rule 10D-1.
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\17\ See, 87 FR 73078.
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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
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act. In fact, as
discussed in the Statutory Basis section, LTSE believes that the
proposed amendments will impose no burden on competition in that every
publicly traded company will be required to comply with the Rule 10D-1,
and every national securities exchange that lists securities will be
required to adopt essentially the same rules regarding erroneously
awarded compensation as part of their original and continued listing
requirements. Given these factors, the Exchange does not believe that
there will be any burden on competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
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, as modified by Amendment No. 1, 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-LTSE-2023-01 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-LTSE-2023-01. 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-LTSE-2023-01 and should be submitted on
or before April 7, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
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\18\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-05442 Filed 3-16-23; 8:45 am]
BILLING CODE 8011-01-P