80_FR_9812 80 FR 9776 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Section 402.05 of the NYSE Listed Company Manual To Clarify That Listed Companies Soliciting Proxy Material Through Brokers or Other Entities Must Comply With SEC Rule 14a-13

80 FR 9776 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Section 402.05 of the NYSE Listed Company Manual To Clarify That Listed Companies Soliciting Proxy Material Through Brokers or Other Entities Must Comply With SEC Rule 14a-13

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 36 (February 24, 2015)

Page Range9776-9778
FR Document2015-03658

Federal Register, Volume 80 Issue 36 (Tuesday, February 24, 2015)
[Federal Register Volume 80, Number 36 (Tuesday, February 24, 2015)]
[Notices]
[Pages 9776-9778]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-03658]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74287; File No. SR-NYSE-2015-07]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Amending Section 402.05 of the NYSE Listed Company Manual To Clarify 
That Listed Companies Soliciting Proxy Material Through Brokers or 
Other Entities Must Comply With SEC Rule 14a-13

February 18, 2015.
    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 February 3, 2015, 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 and 
II 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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[[Page 9777]]

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Section 402.05 of the NYSE Listed 
Company Manual (the ``Manual''). As amended, the rule will clarify that 
listed companies soliciting proxy material through brokers or other 
entities must comply with Rule 14a-13 (``SEC Rule 14a-13'') under the 
Act. 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 402.05 of the Manual to 
clarify that listed companies soliciting proxy material through brokers 
or other entities must comply with SEC Rule 14a-13.
    SEC Rule 14a-13 sets forth procedures that must be followed by 
listed companies that intend to solicit proxies from holders of shares 
entitled to vote at a meeting, where such shares are held of record by 
a broker or other entity. Specifically, Rule 14a-13 mandates that, 
among other things, listed companies must inquire of the record holder 
whether other persons are beneficial owners of the subject shares and, 
if so, how many copies of the relevant proxy or other soliciting 
materials must be provided to supply such materials to the beneficial 
owners. SEC Rule 14a-13 further sets forth the timeline on which 
inquiry of the record holder must be made.
    SEC Rule 14a-13 requires listed companies to make the 
aforementioned inquiry at least 20 business days prior to the record 
date for the relevant shareholder meeting, or (i) if such inquiry is 
impracticable 20 business days prior to the record date of a special 
meeting, as many days before the record date of such meeting as is 
practicable or, (ii) if consents or authorizations are solicited, and 
such inquiry is impracticable 20 business days before the earliest date 
on which they may be used to effect corporate action, as many days 
before that date as is practicable, or (iii) at such later time as the 
rules of a national securities exchange on which the class of 
securities in question is listed may permit for good cause shown.
    In its current form, Section 402.05 of the Manual is intended to 
incorporate the requirements of SEC Rule 14a-13 with respect to the 
obligations of a listed company to make inquiry of brokers in advance 
of a shareholder meeting. Indeed, Section 402.05 makes specific 
reference to the Commission's rule requiring issuers to distribute 
broker search cards 20 business days in advance of a record date. 
However, Section 402.05 of the Manual in its current form also 
separately states that a listed company's inquiry of brokers must be 
made not less than 10 days in advance of a record date. The Exchange 
imposed this absolute 10 day minimum in recognition of the fact that 
the provisions of SEC Rule 14a-13 allow, in certain limited 
circumstances, for a listed company to inquire of brokers less than 20 
days in advance of a record date for a special meeting (but not for an 
annual shareholders' meeting). While providing for limited exceptions 
to the 20-day advance inquiry requirement, SEC Rule 14a-13 does not 
explicitly establish an absolute minimum number of days that the 
inquiry must be made in advance of the record date.
    Based on conversations with market participants and the SEC staff, 
the Exchange has become concerned that Section 402.05 of the Manual, as 
currently drafted, may lead to confusion with respect to what is 
required of listed companies making inquiry of brokers in advance of a 
shareholder meeting. First, despite making specific reference to the 
Commission's 20-day advance inquiry rule (i.e., SEC Rule 14a-13), the 
Exchange believes Section 402.05 could be read as requiring only a 10-
day advance inquiry. Second, the Exchange understands that while Rule 
14a-13(a)(3)(i) and (ii) codifies two exceptions to the 20-day advance 
inquiry requirement, any company seeking to rely on these exceptions in 
the limited, if any, circumstances in which the SEC would not object is 
not prohibited from conducting its inquiry less than 10 days in advance 
of the record date. Third, the Exchange has not adopted a rule, as 
contemplated by Rule 14a-13(a)(3)(iii), that permits issuers to show 
``good cause'' for why they cannot comply with Rule 14a-13's advance 
inquiry requirement. Accordingly, the Exchange believes that the 10-day 
period presently described in Section 402.05 is in conflict with the 
requirements of Rule 14a-13. Therefore, the Exchange proposes to revise 
Section 402.05 of the Manual to clarify that listed companies 
soliciting proxy material through brokers or other entities must comply 
with the provisions of SEC Rule 14a-13 and that the Exchange does not 
impose any additional requirements with respect to the relevant inquiry 
of brokers. Further, the Exchange proposes to delete the requirement in 
Section 402.05 of the Manual that listed companies immediately advise 
the Exchange if it becomes impossible for them to make an inquiry of 
brokers at least ten days before a record date. Given that listed 
companies are required to comply with SEC Rule 14a-13 and the Exchange 
has no authority to waive compliance with such rule, the Exchange 
believes that such notice requirement is unnecessary.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\4\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\5\ 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. 
The Exchange believes that the proposed amendment is consistent with 
the investor protection objectives of Section 6(b)(5) because it 
eliminates potential confusion between the requirements of SEC Rule 
14a-13 and Exchange rules and clarifies that SEC Rule 14a-13 is the 
ultimate authority with respect to requirements related to inquiry of 
brokers in advance of a shareholder meeting.
---------------------------------------------------------------------------

    \4\ 15 U.S.C. 78f(b).
    \5\ 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 proposed

[[Page 9778]]

rule change does not significantly affect competition, but rather 
simply seeks to align the Exchange rule with SEC Rule 14a-13 with 
respect to requirements related to inquiry of brokers in advance of a 
shareholder meeting.

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \6\ and Rule 19b-4(f)(6) thereunder.\7\ 
Because the 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 prior to 
30 days from the date on which it was filed, 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 \8\ and Rule 19b-4(f)(6) thereunder.\9\
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    \6\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \7\ 17 CFR 240.19b-4(f)(6).
    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires the Exchange to give the Commission written notice of the 
Exchange's 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.
---------------------------------------------------------------------------

    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 under 
Section 19(b)(2)(B) of the Act \10\ to determine whether the proposed 
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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-2015-07 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSE-2015-07. 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 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-2015-07 and should be 
submitted on or before March 17, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2015-03658 Filed 2-23-15; 8:45 am]
BILLING CODE 8011-01-P



                                              9776                            Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices

                                              of Section 15A(b)(6) of the Act,17 which                  C. Self-Regulatory Organization’s                     public in accordance with the
                                              requires, among other things, that                        Statement on Comments on the                          provisions of 5 U.S.C. 552, will be
                                              FINRA rules must be designed to                           Proposed Rule Change Received From                    available for Web site viewing and
                                              prevent fraudulent and manipulative                       Members, Participants, or Others                      printing in the Commission’s Public
                                              acts and practices, to promote just and                     Written comments on the proposed                    Reference Room, 100 F Street NE.,
                                              equitable principles of trade, and, in                    rule change were neither solicited nor                Washington, DC 20549, on official
                                              general, to protect investors and the                     received.                                             business days between the hours of
                                              public interest. FINRA also believes that                                                                       10:00 a.m. and 3:00 p.m. Copies of such
                                              the proposed rule change is consistent                    III. Date of Effectiveness of the                     filing also will be available for
                                              with the provisions of Section 15A(b)(5)                  Proposed Rule Change and Timing for                   inspection and copying at the principal
                                                                                                        Commission Action                                     office of FINRA. All comments received
                                              of the Act,18 which requires, among
                                              other things, that FINRA rules provide                       Within 45 days of the date of                      will be posted without change; the
                                                                                                        publication of this notice in the Federal             Commission does not edit personal
                                              for the equitable allocation of reasonable
                                                                                                        Register or within such longer period (i)             identifying information from
                                              dues, fees, and other charges among
                                                                                                        as the Commission may designate up to                 submissions. You should submit only
                                              members and issuers and other persons
                                                                                                        90 days of such date if it finds such                 information that you wish to make
                                              using any facility or system that FINRA                                                                         available publicly.
                                              operates or controls. FINRA believes                      longer period to be appropriate and
                                              that the proposed rule change                             publishes its reasons for so finding or                  All submissions should refer to File
                                              appropriately allocates the proposed fee                  (ii) as to which the self-regulatory                  Number SR–FINRA–2015–003 and
                                              increase among those parties that cancel                  organization consents, the Commission                 should be submitted on or before March
                                                                                                        will:                                                 17, 2015.
                                              hearings on short notice. The Late
                                                                                                           (A) By order approve or disapprove                   For the Commission, by the Division of
                                              Cancellation Fee would be paid by the
                                                                                                        such proposed rule change, or                         Trading and Markets, pursuant to delegated
                                              parties, and passed through to the                           (B) institute proceedings to determine
                                              arbitrators to provide them with more                                                                           authority.19
                                                                                                        whether the proposed rule change
                                              compensation for preparation time                                                                               Brent J. Fields,
                                                                                                        should be disapproved.
                                              expended and lost opportunities in the                                                                          Secretary.
                                              event of a cancellation on short notice.                  IV. Solicitation of Comments                          [FR Doc. 2015–03660 Filed 2–23–15; 8:45 am]
                                              FINRA believes, therefore, that the                         Interested persons are invited to                   BILLING CODE 8011–01–P
                                              proposed Late Cancellation Rule                           submit written data, views, and
                                              represents an equitable allocation of a                   arguments concerning the foregoing,
                                              reasonable fee to use the forum. While                    including whether the proposed rule                   SECURITIES AND EXCHANGE
                                              arbitrators would typically allocate the                  change is consistent with the Act.                    COMMISSION
                                              Late Cancellation Fee to the requesting                   Comments may be submitted by any of
                                              party or parties, FINRA rules permit the                  the following methods:                                [Release No. 34–74287; File No. SR–NYSE–
                                              arbitrators to allocate all, or a portion of              Electronic Comments                                   2015–07]
                                              the fee, to the non-requesting party, if
                                              the arbitrators determine that the non-                     • Use the Commission’s Internet                     Self-Regulatory Organizations; New
                                              requesting party caused or contributed                    comment form (http://www.sec.gov/                     York Stock Exchange LLC; Notice of
                                              to the late cancellation. Moreover, the                   rules/sro.shtml); or Send an email to                 Filing and Immediate Effectiveness of
                                                                                                        rule-comments@sec.gov. Please include                 Proposed Rule Change Amending
                                              Late Cancellation Fee can be avoided
                                                                                                        File Number SR–FINRA–2015–003 on                      Section 402.05 of the NYSE Listed
                                              altogether if the parties provide ten or
                                                                                                        the subject line.                                     Company Manual To Clarify That
                                              more calendar days advance notice of
                                              such a cancellation.                                      Paper Comments                                        Listed Companies Soliciting Proxy
                                                                                                                                                              Material Through Brokers or Other
                                                 Finally, FINRA believes that the                         • Send paper comments in triplicate                 Entities Must Comply With SEC Rule
                                              proposed rule change will protect                         to Brent J. Fields, Secretary, Securities             14a–13
                                              investors and the public interest by                      and Exchange Commission, 100 F Street
                                              improving FINRA’s ability to retain                       NE., Washington, DC 20549–1090.                       February 18, 2015.
                                              qualified arbitrators willing to devote                   All submissions should refer to File                     Pursuant to Section 19(b)(1) 1 of the
                                              the time and effort necessary to consider                 Number SR–FINRA–2015–003. This file                   Securities Exchange Act of 1934 (the
                                              thoroughly all arbitration issues                         number should be included on the                      ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
                                              presented, which, FINRA believes, is an                   subject line if email is used. To help the            notice is hereby given that, on February
                                              essential element for FINRA to achieve                    Commission process and review your                    3, 2015, New York Stock Exchange LLC
                                              its mission of investor protection and                    comments more efficiently, please use                 (‘‘NYSE’’ or ‘‘Exchange’’) filed with the
                                              market integrity.                                         only one method. The Commission will                  Securities and Exchange Commission
                                                                                                        post all comments on the Commission’s                 (‘‘Commission’’) the proposed rule
                                              B. Self-Regulatory Organization’s                         Internet Web site (http://www.sec.gov/                change as described in Items I and II
                                              Statement on Burden on Competition                        rules/sro.shtml). Copies of the                       below, which Items have been prepared
                                                                                                        submission, all subsequent                            by the self-regulatory organization. The
                                                FINRA does not believe that the
                                                                                                        amendments, all written statements                    Commission is publishing this notice to
                                              proposed rule change would result in
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                                                                                                        with respect to the proposed rule                     solicit comments on the proposed rule
                                              any burden on competition that is not                     change that are filed with the                        change from interested persons.
                                              necessary or appropriate in furtherance                   Commission, and all written
                                              of the purposes of the Act.                               communications relating to the                          19 17 CFR 200.30–3(a)(12).
                                                                                                        proposed rule change between the                        1 15 U.S.C. 78s(b)(1).
                                                17 15   U.S.C. 78o–3(b)(6).                             Commission and any person, other than                   2 15 U.S.C. 78a.
                                                18 15   U.S.C. 78o–3(b)(5).                             those that may be withheld from the                     3 17 CFR 240.19b–4.




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                                                                          Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices                                             9777

                                              I. Self-Regulatory Organization’s                       inquiry is impracticable 20 business                  14a–13(a)(3)(iii), that permits issuers to
                                              Statement of the Terms of Substance of                  days prior to the record date of a special            show ‘‘good cause’’ for why they cannot
                                              the Proposed Rule Change                                meeting, as many days before the record               comply with Rule 14a–13’s advance
                                                 The Exchange proposes to amend                       date of such meeting as is practicable or,            inquiry requirement. Accordingly, the
                                              Section 402.05 of the NYSE Listed                       (ii) if consents or authorizations are                Exchange believes that the 10-day
                                              Company Manual (the ‘‘Manual’’). As                     solicited, and such inquiry is                        period presently described in Section
                                              amended, the rule will clarify that listed              impracticable 20 business days before                 402.05 is in conflict with the
                                              companies soliciting proxy material                     the earliest date on which they may be                requirements of Rule 14a–13. Therefore,
                                              through brokers or other entities must                  used to effect corporate action, as many              the Exchange proposes to revise Section
                                              comply with Rule 14a–13 (‘‘SEC Rule                     days before that date as is practicable,              402.05 of the Manual to clarify that
                                              14a–13’’) under the Act. The text of the                or (iii) at such later time as the rules of           listed companies soliciting proxy
                                              proposed rule change is available on the                a national securities exchange on which               material through brokers or other
                                              Exchange’s Web site at www.nyse.com,                    the class of securities in question is                entities must comply with the
                                              at the principal office of the Exchange,                listed may permit for good cause shown.               provisions of SEC Rule 14a–13 and that
                                                                                                         In its current form, Section 402.05 of             the Exchange does not impose any
                                              and at the Commission’s Public
                                                                                                      the Manual is intended to incorporate                 additional requirements with respect to
                                              Reference Room.
                                                                                                      the requirements of SEC Rule 14a–13                   the relevant inquiry of brokers. Further,
                                              II. Self-Regulatory Organization’s                      with respect to the obligations of a listed           the Exchange proposes to delete the
                                              Statement of the Purpose of, and                        company to make inquiry of brokers in                 requirement in Section 402.05 of the
                                              Statutory Basis for, the Proposed Rule                  advance of a shareholder meeting.                     Manual that listed companies
                                              Change                                                  Indeed, Section 402.05 makes specific                 immediately advise the Exchange if it
                                                 In its filing with the Commission, the               reference to the Commission’s rule                    becomes impossible for them to make an
                                              self-regulatory organization included                   requiring issuers to distribute broker                inquiry of brokers at least ten days
                                              statements concerning the purpose of,                   search cards 20 business days in                      before a record date. Given that listed
                                              and basis for, the proposed rule change                 advance of a record date. However,                    companies are required to comply with
                                              and discussed any comments it received                  Section 402.05 of the Manual in its                   SEC Rule 14a–13 and the Exchange has
                                              on the proposed rule change. The text                   current form also separately states that              no authority to waive compliance with
                                              of those statements may be examined at                  a listed company’s inquiry of brokers                 such rule, the Exchange believes that
                                              the places specified in Item IV below.                  must be made not less than 10 days in                 such notice requirement is unnecessary.
                                              The Exchange has prepared summaries,                    advance of a record date. The Exchange
                                                                                                      imposed this absolute 10 day minimum                  2. Statutory Basis
                                              set forth in sections A, B, and C below,
                                                                                                      in recognition of the fact that the                      The Exchange believes that the
                                              of the most significant parts of such
                                                                                                      provisions of SEC Rule 14a–13 allow, in               proposed rule change is consistent with
                                              statements.
                                                                                                      certain limited circumstances, for a                  Section 6(b) of the Act,4 in general, and
                                              A. Self-Regulatory Organization’s                       listed company to inquire of brokers less             furthers the objectives of Section 6(b)(5)
                                              Statement of the Purpose of, and                        than 20 days in advance of a record date              of the Act,5 in particular in that it is
                                              Statutory Basis for, the Proposed Rule                  for a special meeting (but not for an                 designed to promote just and equitable
                                              Change                                                  annual shareholders’ meeting). While                  principles of trade, to foster cooperation
                                                                                                      providing for limited exceptions to the               and coordination with persons engaged
                                              1. Purpose
                                                                                                      20-day advance inquiry requirement,                   in regulating, clearing, settling,
                                                 The Exchange proposes to amend                       SEC Rule 14a–13 does not explicitly                   processing information with respect to,
                                              Section 402.05 of the Manual to clarify                 establish an absolute minimum number                  and facilitating transactions in
                                              that listed companies soliciting proxy                  of days that the inquiry must be made                 securities, to remove impediments to
                                              material through brokers or other                       in advance of the record date.                        and perfect the mechanism of a free and
                                              entities must comply with SEC Rule                         Based on conversations with market                 open market and a national market
                                              14a–13.                                                 participants and the SEC staff, the                   system, and, in general, to protect
                                                 SEC Rule 14a–13 sets forth                           Exchange has become concerned that                    investors and the public interest. The
                                              procedures that must be followed by                     Section 402.05 of the Manual, as                      Exchange believes that the proposed
                                              listed companies that intend to solicit                 currently drafted, may lead to confusion              amendment is consistent with the
                                              proxies from holders of shares entitled                 with respect to what is required of listed            investor protection objectives of Section
                                              to vote at a meeting, where such shares                 companies making inquiry of brokers in                6(b)(5) because it eliminates potential
                                              are held of record by a broker or other                 advance of a shareholder meeting. First,              confusion between the requirements of
                                              entity. Specifically, Rule 14a–13                       despite making specific reference to the              SEC Rule 14a–13 and Exchange rules
                                              mandates that, among other things,                      Commission’s 20-day advance inquiry                   and clarifies that SEC Rule 14a–13 is the
                                              listed companies must inquire of the                    rule (i.e., SEC Rule 14a–13), the                     ultimate authority with respect to
                                              record holder whether other persons are                 Exchange believes Section 402.05 could                requirements related to inquiry of
                                              beneficial owners of the subject shares                 be read as requiring only a 10-day                    brokers in advance of a shareholder
                                              and, if so, how many copies of the                      advance inquiry. Second, the Exchange                 meeting.
                                              relevant proxy or other soliciting                      understands that while Rule 14a–
                                              materials must be provided to supply                    13(a)(3)(i) and (ii) codifies two                     B. Self-Regulatory Organization’s
                                              such materials to the beneficial owners.                exceptions to the 20-day advance                      Statement on Burden on Competition
                                              SEC Rule 14a–13 further sets forth the                  inquiry requirement, any company                        The Exchange does not believe that
tkelley on DSK3SPTVN1PROD with NOTICES




                                              timeline on which inquiry of the record                 seeking to rely on these exceptions in                the proposed rule change will impose
                                              holder must be made.                                    the limited, if any, circumstances in                 any burden on competition that is not
                                                 SEC Rule 14a–13 requires listed                      which the SEC would not object is not                 necessary or appropriate in furtherance
                                              companies to make the aforementioned                    prohibited from conducting its inquiry                of the purpose of the Act. The proposed
                                              inquiry at least 20 business days prior                 less than 10 days in advance of the
                                              to the record date for the relevant                     record date. Third, the Exchange has not                4 15   U.S.C. 78f(b).
                                              shareholder meeting, or (i) if such                     adopted a rule, as contemplated by Rule                 5 15   U.S.C. 78f(b)(5).



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                                              9778                          Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices

                                              rule change does not significantly affect                 Comments may be submitted by any of                    SECURITIES AND EXCHANGE
                                              competition, but rather simply seeks to                   the following methods:                                 COMMISSION
                                              align the Exchange rule with SEC Rule
                                              14a–13 with respect to requirements                       Electronic Comments
                                                                                                                                                               [Release No. 34–74299; File No. SR–
                                              related to inquiry of brokers in advance                    • Use the Commission’s Internet                      NASDAQ–2014–065]
                                              of a shareholder meeting.                                 comment form (http://www.sec.gov/
                                                                                                        rules/sro.shtml); or                                   Self-Regulatory Organizations; The
                                              C. Self-Regulatory Organization’s
                                                                                                                                                               NASDAQ Stock Market LLC; Order
                                              Statement on Comments on the                                • Send an email to rule-comments@                    Approving a Proposed Rule Change,
                                              Proposed Rule Change Received From                        sec.gov. Please include File Number SR–                as Modified by Amendment No. 1
                                              Members, Participants, or Others                          NYSE–2015–07 on the subject line.                      Thereto, To Adopt New Rule 5713 and
                                                No written comments were solicited                      Paper Comments                                         List Paired Class Shares Issued by
                                              or received with respect to the proposed                                                                         AccuShares® Commodities Trust I
                                              rule change.                                                • Send paper comments in triplicate
                                                                                                                                                               February 18, 2015.
                                              III. Date of Effectiveness of the                         to Brent J. Fields, Secretary, Securities
                                              Proposed Rule Change and Timing for                       and Exchange Commission, 100 F Street                  I. Introduction
                                              Commission Action                                         NE., Washington, DC 20549–1090.
                                                                                                                                                                  On June 11, 2014, The NASDAQ
                                                 The Exchange has filed the proposed                    All submissions should refer to File                   Stock Market LLC (‘‘NASDAQ’’ or
                                              rule change pursuant to Section                           Number SR–NYSE–2015–07. This file                      ‘‘Exchange’’) filed with the Securities
                                              19(b)(3)(A)(iii) of the Act 6 and Rule                    number should be included on the                       and Exchange Commission
                                              19b–4(f)(6) thereunder.7 Because the                      subject line if email is used. To help the             (‘‘Commission’’), pursuant to Section
                                              proposed rule change does not (i)                         Commission process and review your                     19(b)(1) of the Securities Exchange Act
                                              significantly affect the protection of                    comments more efficiently, please use                  of 1934 (‘‘Act’’) 1 and Rule 19b–4
                                              investors or the public interest; (ii)                    only one method. The Commission will                   thereunder,2 a proposed rule change to:
                                              impose any significant burden on                          post all comments on the Commission’s                  (1) Adopt listing standards for Paired
                                              competition; and (iii) become operative                   Internet Web site (http://www.sec.gov/                 Class Shares in new Rule 5713; and (2)
                                              prior to 30 days from the date on which                   rules/sro.shtml). Copies of the                        list and trade Paired Class Shares
                                              it was filed, or such shorter time as the                 submission, all subsequent                             (‘‘Shares’’) issued by AccuShares®
                                              Commission may designate if consistent                    amendments, all written statements                     Commodities Trust I (‘‘Trust’’) relating
                                              with the protection of investors and the                  with respect to the proposed rule                      to the following funds pursuant to new
                                              public interest, it has become effective                                                                         Rule 5713: (a) AccuShares S&P GSCI®
                                                                                                        change that are filed with the
                                              pursuant to Section 19(b)(3)(A) of the                                                                           Spot Fund; (b) AccuShares S&P GSCI®
                                                                                                        Commission, and all written
                                              Act 8 and Rule 19b–4(f)(6) thereunder.9                                                                          Agriculture and Livestock Spot Fund;
                                                                                                        communications relating to the                         (c) AccuShares S&P GSCI® Industrial
                                                 At any time within 60 days of the                      proposed rule change between the
                                              filing of the proposed rule change, the                                                                          Metals Spot Fund; (d) AccuShares S&P
                                                                                                        Commission and any person, other than                  GSCI® Crude Oil Spot Fund; (e)
                                              Commission summarily may                                  those that may be withheld from the
                                              temporarily suspend such rule change if                                                                          AccuShares S&P GSCI® Brent Oil Spot
                                                                                                        public in accordance with the                          Fund; (f) AccuShares S&P GSCI®
                                              it appears to the Commission that such
                                                                                                        provisions of 5 U.S.C. 552, will be                    Natural Gas Spot Fund; and (g)
                                              action is necessary or appropriate in the
                                                                                                        available for Web site viewing and                     AccuShares Spot CBOE® VIX® Fund
                                              public interest, for the protection of
                                              investors, or otherwise in furtherance of                 printing in the Commission’s Public                    (each individually, ‘‘Fund,’’ and,
                                              the purposes of the Act. If the                           Reference Room, 100 F Street NE.,                      collectively, ‘‘Funds’’).
                                              Commission takes such action, the                         Washington, DC 20549, on official                         The proposed rule change was
                                              Commission shall institute proceedings                    business days between the hours of                     published for comment in the Federal
                                              under Section 19(b)(2)(B) of the Act 10 to                10:00 a.m. and 3:00 p.m. Copies of the                 Register on June 23, 2014.3 On August
                                              determine whether the proposed rule                       filing also will be available for                      6, 2014, pursuant to Section 19(b)(2) of
                                              change should be approved or                              inspection and copying at the principal                the Act,4 the Commission designated a
                                              disapproved.                                              office of the Exchange. All comments                   longer period within which to approve
                                                                                                        received will be posted without change;                the proposed rule change, disapprove
                                              IV. Solicitation of Comments                              the Commission does not edit personal                  the proposed rule change, or institute
                                                Interested persons are invited to                       identifying information from                           proceedings to determine whether to
                                              submit written data, views and                            submissions. You should submit only                    approve or disapprove the proposed
                                              arguments concerning the foregoing,                       information that you wish to make                      rule change.5 On September 18, 2014,
                                              including whether the proposed rule                       available publicly. All submissions                    the Commission instituted proceedings
                                              change is consistent with the Act.                        should refer to File Number SR–NYSE–                   to determine whether to approve or
                                                                                                        2015–07 and should be submitted on or
                                                6 15  U.S.C. 78s(b)(3)(A)(iii).                         before March 17, 2015.                                   1 15  U.S.C. 78s(b)(1).
                                                7 17  CFR 240.19b–4(f)(6).                                                                                       2 17  CFR 240.19b–4.
                                                 8 15 U.S.C. 78s(b)(3)(A).
                                                                                                          For the Commission, by the Division of                  3 See Securities Exchange Act Release No. 72412
                                                 9 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
                                                                                                        Trading and Markets, pursuant to delegated             (June 17, 2014), 79 FR 35610 (‘‘Notice’’).
                                              4(f)(6)(iii) requires the Exchange to give the            authority.11                                              4 15 U.S.C. 78s(b)(2).
tkelley on DSK3SPTVN1PROD with NOTICES




                                              Commission written notice of the Exchange’s intent        Brent J. Fields,                                          5 See Securities Exchange Act Release No. 72779,
                                              to file the proposed rule change, along with a brief                                                             79 FR 47162 (Aug. 12, 2014). The Commission
                                              description and text of the proposed rule change,         Secretary.                                             designated a longer period within which to take
                                              at least five business days prior to the date of filing   [FR Doc. 2015–03658 Filed 2–23–15; 8:45 am]            action on the proposed rule change and designated
                                              of the proposed rule change, or such shorter time                                                                September 19, 2014 as the date by which it should
                                                                                                        BILLING CODE 8011–01–P
                                              as designated by the Commission. The Exchange                                                                    approve, disapprove, or institute proceedings to
                                              has satisfied this requirement.                                                                                  determine whether to disapprove the proposed rule
                                                 10 15 U.S.C. 78s(b)(2)(B).                               11 17   CFR 200.30–3(a)(12).                         change.



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Document Created: 2015-12-18 13:23:38
Document Modified: 2015-12-18 13:23:38
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 9776 

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