82 FR 29966 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Require Listed Companies To Provide Advance Notice of Dividend Announcements to the Exchange

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 125 (June 30, 2017)

Page Range		29966-29968
FR Document		2017-13706
Federal Register, Volume 82 Issue 125 (Friday, June 30, 2017)
[Federal Register Volume 82, Number 125 (Friday, June 30, 2017)]
[Notices]
[Pages 29966-29968]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-13706]


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SECURITIES AND EXCHANGE COMMISSION

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


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

June 26, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act''),\2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on June 13, 2017, New York Stock Exchange LLC (``NYSE'' or 
the ``Exchange'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I, 
II, and III below, which Items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the NYSE Listed Company Manual (the 
``Manual'') to require listed companies to provide notice to the 
Exchange at least 10 minutes before making any public announcement with 
respect to a dividend or stock distribution in all cases, including 
outside of the hours in which the Exchange's immediate release policy 
is in operation. The proposed rule change is available on the 
Exchange's Web site at www.nyse.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

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

[[Page 29967]]

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

    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) \7\ of the Act, in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\8\ in particular in that it 
is designed to promote just and equitable principles of trade, to 
foster cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, to remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system, and, in general, to protect investors and the public interest 
and is not designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers. The proposed amendment is consistent with 
the protection of investors and the public interest because it will 
ensure that Exchange staff is able to address any rule compliance 
problems with a listed company's dividend schedule before it is 
publicly announced.
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or up to 90 days (i) as the Commission may designate 
if it finds such longer period to be appropriate and publishes its 
reasons for so finding or (ii) as to which the self-regulatory 
organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSE-2017-17 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSE-2017-17. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for

[[Page 29968]]

inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSE-2017-17 and should be 
submitted on or before July 21, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2017-13706 Filed 6-29-17; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 82, No. 125 / Friday, June 30, 2017 / Notices 29967

Exchange in accordance with Section furthers the objectives of Section 6(b)(5) III. Date of Effectiveness of the
204.00. of the Act,6 in particular in that it is Proposed Rule Change and Timing for
The Exchange proposes to amend designed to promote just and equitable Commission Action
each of Sections 204.12 and 204.21 to principles of trade, to foster cooperation Within 45 days of the date of
specify that notice of any dividend or and coordination with persons engaged publication of this notice in the Federal
stock distribution required by Section in regulating, clearing, settling, Register or up to 90 days (i) as the
204.12 must be provided to the processing information with respect to, Commission may designate if it finds
Exchange at least 10 minutes before any and facilitating transactions in such longer period to be appropriate
public announcement, including when
securities, to remove impediments to and publishes its reasons for so finding
such announcement is being made
and perfect the mechanism of a free and or (ii) as to which the self-regulatory
outside of Exchange trading hours. The
principal effect of this amendment open market and a national market organization consents, the Commission
would be to require listed companies to system, and, in general, to protect will:
provide 10 minutes advance notice to investors and the public interest and is (A) By order approve or disapprove
the Exchange with respect to a dividend not designed to permit unfair the proposed rule change, or
announcement made at any time, rather discrimination between customers, (B) institute proceedings to determine
than just during the hours of operation issuers, brokers, or dealers. The whether the proposed rule change
of the immediate release policy as is proposed amendment is consistent with should be disapproved.
currently the case. the protection of investors and the IV. Solicitation of Comments
The Exchange also proposes to amend public interest because it will ensure
Section 202.06(B) to emphasize the Interested persons are invited to
that Exchange staff is able to address
Exchange’s consistent interpretation of submit written data, views, and
any rule compliance problems with a arguments concerning the foregoing,
that rule as requiring listed companies listed company’s dividend schedule
to comply with the immediate release including whether the proposed rule
before it is publicly announced. change is consistent with the Act.
policy with respect to all
announcements relating to a dividend or B. Self-Regulatory Organization’s Comments may be submitted by any of
stock distribution. Statement on Burden on Competition the following methods:
The Exchange believes there are Electronic Comments
significant benefits to requiring listed The Exchange believes that the
companies to provide all proposed rule change is consistent with • Use the Commission’s Internet
announcements of dividends and stock Section 6(b) 7 of the Act, in general, and comment form (http://www.sec.gov/
distributions to the Exchange prior to furthers the objectives of Section 6(b)(5) rules/sro.shtml); or
their public dissemination. In of the Act,8 in particular in that it is • Send an email to rule-comments@
particular, if the Exchange is provided designed to promote just and equitable sec.gov. Please include File Number SR–
dividend information prior to its public principles of trade, to foster cooperation NYSE–2017–17 on the subject line.
availability, Exchange staff will be able and coordination with persons engaged Paper Comments
to address any issues that may arise in in regulating, clearing, settling,
relation to any announcement of a • Send paper comments in triplicate
processing information with respect to, to Secretary, Securities and Exchange
dividend or stock distribution. The and facilitating transactions in
proposed advance notice requirement Commission, 100 F Street NE.,
securities, to remove impediments to Washington, DC 20549–1090.
would enable Exchange staff to ensure and perfect the mechanism of a free and
that a listed company’s proposed All submissions should refer to File
open market and a national market
dividend schedule complied with Number SR–NYSE–2017–17. This file
system, and, in general, to protect number should be included on the
applicable Exchange requirements, investors and the public interest and is
including the requirement to provide 10 subject line if email is used. To help the
not designed to permit unfair Commission process and review your
days advanced notice of the record date,
discrimination between customers, comments more efficiently, please use
and that the company’s disclosure of the
issuers, brokers, or dealers. The only one method. The Commission will
application of the Exchange’s ‘‘ex’-
proposed amendment is consistent with post all comments on the Commission’s
dividend trading policy was accurate.
The Exchange intends to have staff the protection of investors and the Internet Web site (http://www.sec.gov/
available at all times to review dividend public interest because it will ensure rules/sro.shtml). Copies of the
notifications immediately upon receipt, that Exchange staff is able to address submission, all subsequent
regardless of what time or day of the any rule compliance problems with a amendments, all written statements
week they are provided. The staff will listed company’s dividend schedule with respect to the proposed rule
contact a listed company immediately if before it is publicly announced. change that are filed with the
there is a problem with its notification. Commission, and all written
C. Self-Regulatory Organization’s communications relating to the
Addressing problems with dividend Statement on Comments on the
notifications before they are issued proposed rule change between the
Proposed Rule Change Received From Commission and any person, other than
publicly will avoid any confusion in the
Members, Participants, or Others those that may be withheld from the
marketplace resulting from the
dissemination of inaccurate No written comments were solicited public in accordance with the
provisions of 5 U.S.C. 552, will be
mstockstill on DSK30JT082PROD with NOTICES

information. or received with respect to the proposed
available for Web site viewing and
2. Statutory Basis rule change.
printing in the Commission’s Public
The Exchange believes that the Reference Room, 100 F Street NE.,
proposed rule change is consistent with Washington, DC 20549 on official
Section 6(b) 5 of the Act, in general, and 6 15 U.S.C. 78f(b)(5). business days between the hours of
7 15 U.S.C. 78f(b). 10:00 a.m. and 3:00 p.m. Copies of the
5 15 U.S.C. 78f(b). 8 15 U.S.C. 78f(b)(5). filing also will be available for

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Document Created: 2017-06-30 06:01:50
Document Modified: 2017-06-30 06:01:50
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		82 FR 29966