82 FR 58473 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change Amending the NYSE Listed Company Manual To Modify Its Requirements With Respect to Delivery of Proxy Materials to the Exchange
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 237 (December 12, 2017)
Federal Register Volume 82, Issue 237 (December 12, 2017)
| Page Range | 58473-58475 | |
| FR Document | 2017-26687 |
[Federal Register Volume 82, Number 237 (Tuesday, December 12, 2017)] [Notices] [Pages 58473-58475] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-26687] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-82225; File No. SR-NYSE-2017-42] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change Amending the NYSE Listed Company Manual To Modify Its Requirements With Respect to Delivery of Proxy Materials to the Exchange December 6, 2017. Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 1934 (``Act''),\2\ and Rule 19b-4 thereunder,\3\ notice is hereby given that, on November 22, 2017, New York Stock Exchange LLC (``NYSE'' or ``Exchange'') filed with the Securities and Exchange Commission (``SEC'' or ``Commission'') the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the self- regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \1\ 15 U.S.C.78s(b)(1). \2\ 15 U.S.C. 78a. \3\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the NYSE Listed Company Manual (the ``Manual'') to modify its requirements with respect to delivery of proxy materials to the Exchange. The proposed rule change is available on the Exchange's website at www.nyse.com, at the principal office of the Exchange, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend the Manual to modify its requirements with respect to delivery of proxy materials to the Exchange. The Manual currently includes two provisions requiring listed companies to provide physical copies of proxy materials to the Exchange. Section 204.00(B) requires listed companies to provide six hard copies of proxy materials not later than the date on which the material is physically or electronically delivered to shareholders. Section 402.01 requires listed companies to provide three definitive copies of the proxy material (together with proxy card) not later than the date on which such material is sent, or given, to any security holders. The Exchange proposes to delete from Section 204.00(B) a provision stating that listed companies are required to file hard copies of certain SEC reports and other material (such as proxies) with the Exchange, as this provision is inconsistent with the Exchange's proposed revised approach to the review of SEC filings. To that end, the Exchange proposes to modify Section 204.00(B) so as to require companies to send hard copy proxy materials to the Exchange only (i) in the circumstances specified by Section 402.01 in its proposed amended form and (ii) one hard copy of any filing that is not required to be filed through EDGAR, including pursuant to a hardship exemption granted by the SEC. In addition, the Exchange proposes to amend Section 402.01 to provide that listed companies will not be required to provide proxy materials to the Exchange in physical form, provided such proxy materials are included in an SEC filing available on the SEC's EDGAR filing system. Any listed company whose proxy materials are available on EDGAR but not filed pursuant to Schedule 14A under the Act will be required to provide to the Exchange information sufficient to identify such filing (by one of the means specified in Section 204.00(A)) not later than the date on which such material is sent, or given, to any security holders. Notwithstanding the foregoing, any listed company whose proxy materials are not included in their entirety (together with proxy card) in an SEC filing available on EDGAR will continue to be required to provide three physical copies of any proxy material not available on EDGAR to the Exchange not later than the date on which such material is sent, or given, to any security holders, consistent with the requirements of Rule 14a-6(b) under the Act.\4\ The Exchange also proposes to correct an erroneous reference to Rule 14-a(6)(c) [sic] in Section 402.01 to refer instead to part (c) of that rule. --------------------------------------------------------------------------- \4\ 17 CFR 14a-6(b). --------------------------------------------------------------------------- The Exchange notes that almost all U.S. domestic listed companies are subject to the SEC's proxy rules. Those companies are required to file their proxy materials on the SEC's EDGAR system and the relevant filings are readily identifiable as being filed under Schedule 14A under the U.S. proxy rules. Exchange staff receives alerts when filings are submitted to the SEC and generally reviews proxy materials on EDGAR shortly after filing. This review has generally been completed long before the Exchange receives hard copies of proxy materials and the Exchange therefore has no real need to receive hard copies. Listed foreign private issuers are not required to comply with the U.S. proxy rules, although the NYSE does require these companies to solicit proxies. However, many foreign private issuers furnish and submit their proxy materials to the SEC as part of a Form 6-K (or, in the case of foreign private issuers that voluntarily submit periodic reports applicable to domestic companies, proxy materials may instead be included in a Form 8-K). As foreign [[Page 58474]] private issuers often file or submit a significant number of Forms 6-K (or Form 8-K, as the case may be) during a year and there is no easy way to identify which one includes a company's proxy materials, the Exchange proposes to require listed foreign private issuers to provide to the Exchange in electronic format the information needed to identify the submission containing proxy materials. Similarly, domestic companies occasionally file their proxy materials with the SEC on EDGAR on forms other than Schedule 14A and which may not be readily identified by Exchange staff (for example, such material may be included in a Form S-4 registration statement). The Exchange's proposal would require such companies to provide electronically to the Exchange the information needed to identify the applicable filing in which the proxy material is included. In each of these cases, the information must be provided by one of the means specified in Section 204.00(A).\5\ However, in the event that an issuer is not required to file its proxy material on EDGAR (e.g., pursuant to a hardship exemption provided by the SEC staff \6\) or does not include all of the relevant proxy material in its entirety in a filing that can be reviewed on EDGAR, the company must provide three physical copies of all of the proxy material unavailable on EDGAR to the Exchange not later than the date on which such material is sent, or given, to any security holders. --------------------------------------------------------------------------- \5\ Section 204.00 requires that notice must be provided via a web portal or email address specified by the Exchange on its website, except in emergency situations, when notification may instead be provided by telephone and confirmed by facsimile as specified by the Exchange on its website. \6\ See 17 CFR 232.201 and .202. --------------------------------------------------------------------------- The Exchange's proposed approach would ensure that the Exchange staff will continue to be able to review all listed company proxy material in a timely manner and without disruption of existing review procedures. The proposal also has the benefit of eliminating a significant amount of unnecessary use of paper and of resources devoted to processing unneeded materials received through the mail. The Exchange recognizes that Rule 14a-6(b) under the Act requires listed companies that are subject to the U.S. proxy rules to deliver hard copies of proxy materials to their listing exchange. In this regard, the Exchange notes that it has previously been granted no action relief by the SEC staff in relation to the obligation of listed companies to provide hard copy material to the Exchange of materials filed with the SEC via EDGAR, including proxy materials.\7\ At the time that such no action relief was granted, the Exchange decided not to rely on it in relation to proxy materials, but believes that it is appropriate to do so now for the reasons set forth above. --------------------------------------------------------------------------- \7\ See letter dated July 22, 1998 from Ann M. Krauskopf, Special Counsel, Division of Corporation Finance, SEC, and Howard L. Kramer, Senior Associate Director, Office of Market Supervision, Division of Market Regulation, SEC, to Michael J. Simon, Milbank, Tweed, Hadley & McCloy (the ``1998 No-Action Letter''). The 1998 No- Action Letter also granted the Exchange relief in relation to documents available for review on EDGAR from the recordkeeping requirements of Rule 17a-1 under the Act. --------------------------------------------------------------------------- 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) \8\ of the Act, in general, and furthers the objectives of Section 6(b)(5) of the Act,\9\ in particular, in that it is designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The proposed rule change is consistent with the protection of investors and the public interest because the Exchange will generally be able to review proxy materials on EDGAR and will continue to require companies to provide proxy materials to the Exchange in physical form if they are not filed on EDGAR. It is consistent with the protection of investors and the public interest to require companies to provide the Exchange with information via its own online system as to how to identify the applicable SEC filing in which proxy materials not filed on Schedule 14A may be found, as this approach will enable the Exchange to review this material in a more timely and efficient manner. The ability of the Exchange to review material in a more timely manner furthers the goal of investor protection, as it enables the Exchange to identify regulatory issues more quickly and take corrective action where necessary. The Exchange recognizes that Rule 14a-6(b) under the Act requires listed companies that are subject to the U.S. proxy rules to deliver hard copies of proxy materials to their listing exchange. In this regard, the Exchange notes that it has previously been granted no action relief by the SEC staff in relation to the obligation of listed companies to provide hard copy material to the Exchange of materials filed with the SEC via EDGAR. --------------------------------------------------------------------------- \8\ 15 U.S.C. 78f(b). \9\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Act. The Exchange does not believe that the proposed amendments will impose any burden on competition, as their purpose is to eliminate unnecessary deliveries of physical proxy materials to the Exchange. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 days of the date of publication of this notice in the Federal Register or up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (A) By order approve or disapprove the proposed rule change, or (B) institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic CommentsUse the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to [email protected]. Please include File Number SR-NYSE-2017-42 on the subject line. Paper Comments Send paper comments in triplicate to Secretary, Securities and Exchange [[Page 58475]] Commission, 100 F Street NE, Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSE-2017-42. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's internet website (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission's Public Reference Room, 100 F Street NE, Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSE-2017-42 and should be submitted on or before January 2, 2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\10\ --------------------------------------------------------------------------- \10\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-26687 Filed 12-11-17; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 82, No. 237 / Tuesday, December 12, 2017 / Notices 58473
provisions of 5 U.S.C. 552, will be I. Self-Regulatory Organization’s specified by Section 402.01 in its
available for website viewing and Statement of the Terms of Substance of proposed amended form and (ii) one
printing in the Commission’s Public the Proposed Rule Change hard copy of any filing that is not
Reference Room, 100 F Street NE, The Exchange proposes to amend the required to be filed through EDGAR,
Washington, DC 20549, on official NYSE Listed Company Manual (the including pursuant to a hardship
business days between the hours of ‘‘Manual’’) to modify its requirements exemption granted by the SEC.
10:00 a.m. and 3:00 p.m. Copies of the with respect to delivery of proxy In addition, the Exchange proposes to
filing also will be available for materials to the Exchange. The proposed amend Section 402.01 to provide that
rule change is available on the listed companies will not be required to
inspection and copying at the principal
Exchange’s website at www.nyse.com, at provide proxy materials to the Exchange
office of the Exchange. All comments
in physical form, provided such proxy
received will be posted without change. the principal office of the Exchange, and
materials are included in an SEC filing
Persons submitting comments are at the Commission’s Public Reference
available on the SEC’s EDGAR filing
cautioned that we do not redact or edit Room.
system. Any listed company whose
personal identifying information from II. Self-Regulatory Organization’s proxy materials are available on EDGAR
comment submissions. You should Statement of the Purpose of, and but not filed pursuant to Schedule 14A
submit only information that you wish Statutory Basis for, the Proposed Rule under the Act will be required to
to make available publicly. All Change provide to the Exchange information
submissions should refer to File In its filing with the Commission, the sufficient to identify such filing (by one
Number SR–CboeBZX–2017–007 and self-regulatory organization included of the means specified in Section
should be submitted on or before statements concerning the purpose of, 204.00(A)) not later than the date on
January 2, 2018. and basis for, the proposed rule change which such material is sent, or given, to
and discussed any comments it received any security holders. Notwithstanding
For the Commission, by the Division of
on the proposed rule change. The text the foregoing, any listed company
Trading and Markets, pursuant to delegated
of those statements may be examined at whose proxy materials are not included
authority.15
the places specified in Item IV below. in their entirety (together with proxy
Eduardo A. Aleman, card) in an SEC filing available on
Assistant Secretary.
The Exchange has prepared summaries,
set forth in sections A, B, and C below, EDGAR will continue to be required to
[FR Doc. 2017–26689 Filed 12–11–17; 8:45 am]
of the most significant parts of such provide three physical copies of any
BILLING CODE 8011–01–P
statements. proxy material not available on EDGAR
to the Exchange not later than the date
A. Self-Regulatory Organization’s on which such material is sent, or given,
SECURITIES AND EXCHANGE Statement of the Purpose of, and the to any security holders, consistent with
COMMISSION Statutory Basis for, the Proposed Rule the requirements of Rule 14a–6(b) under
Change the Act.4 The Exchange also proposes to
correct an erroneous reference to Rule
[Release No. 34–82225; File No. SR–NYSE– 1. Purpose
2017–42] 14–a(6)(c) [sic] in Section 402.01 to refer
The Exchange proposes to amend the instead to part (c) of that rule.
Manual to modify its requirements with The Exchange notes that almost all
Self-Regulatory Organizations; New
respect to delivery of proxy materials to U.S. domestic listed companies are
York Stock Exchange LLC; Notice of
the Exchange. subject to the SEC’s proxy rules. Those
Filing of Proposed Rule Change The Manual currently includes two companies are required to file their
Amending the NYSE Listed Company provisions requiring listed companies to proxy materials on the SEC’s EDGAR
Manual To Modify Its Requirements provide physical copies of proxy system and the relevant filings are
With Respect to Delivery of Proxy materials to the Exchange. Section readily identifiable as being filed under
Materials to the Exchange 204.00(B) requires listed companies to Schedule 14A under the U.S. proxy
provide six hard copies of proxy rules. Exchange staff receives alerts
December 6, 2017.
materials not later than the date on when filings are submitted to the SEC
Pursuant to Section 19(b)(1) 1 of the which the material is physically or and generally reviews proxy materials
Securities Exchange Act of 1934 electronically delivered to shareholders. on EDGAR shortly after filing. This
(‘‘Act’’),2 and Rule 19b–4 thereunder,3 Section 402.01 requires listed review has generally been completed
notice is hereby given that, on companies to provide three definitive long before the Exchange receives hard
November 22, 2017, New York Stock copies of the proxy material (together copies of proxy materials and the
Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) with proxy card) not later than the date Exchange therefore has no real need to
filed with the Securities and Exchange on which such material is sent, or given, receive hard copies.
Commission (‘‘SEC’’ or ‘‘Commission’’) to any security holders. Listed foreign private issuers are not
the proposed rule change as described The Exchange proposes to delete from required to comply with the U.S. proxy
in Items I, II, and III below, which Items Section 204.00(B) a provision stating rules, although the NYSE does require
have been prepared by the self- that listed companies are required to file these companies to solicit proxies.
regulatory organization. The hard copies of certain SEC reports and However, many foreign private issuers
other material (such as proxies) with the furnish and submit their proxy materials
Commission is publishing this notice to
Exchange, as this provision is to the SEC as part of a Form 6–K (or, in
ethrower on DSK3G9T082PROD with NOTICES
solicit comments on the proposed rule
inconsistent with the Exchange’s the case of foreign private issuers that
change from interested persons.
proposed revised approach to the voluntarily submit periodic reports
review of SEC filings. To that end, the applicable to domestic companies,
15 17 CFR 200.30–3(a)(12). Exchange proposes to modify Section proxy materials may instead be
1 15 U.S.C.78s(b)(1). 204.00(B) so as to require companies to included in a Form 8–K). As foreign
2 15 U.S.C. 78a. send hard copy proxy materials to the
3 17 CFR 240.19b–4. Exchange only (i) in the circumstances 4 17 CFR 14a–6(b).
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![Federal Register / Vol. 82, No. 237 / Tuesday, December 12, 2017 / Notices 58475
Commission, 100 F Street NE, control access to Department of State Department of State, 2201 C Street, NW,
Washington, DC 20549–1090. networks and computer systems. Washington, DC 20520 and can be
All submissions should refer to File DATES: In accordance with 5 U.S.C. reached at either ITServiceCenter@
Number SR–NYSE–2017–42. This file 552a(e)(4) and (11), this system of state.gov or (202) 647–2000.
number should be included on the records takes effect upon publication,
AUTHORITY FOR MAINTENANCE OF THE SYSTEM:
subject line if email is used. To help the with the exception of the routine uses
Commission process and review your (a) and (b) that are subject to a 30-day 5 U.S.C. 301; 44 U.S.C. 3544.
comments more efficiently, please use period during which interested persons PURPOSE(S) OF THE SYSTEM:
only one method. The Commission will may submit comments to the
Department. Please submit any To administer Department network
post all comments on the Commission’s
comments by January 11, 2018. user accounts; to help document and/or
internet website (http://www.sec.gov/
ADDRESSES: Questions can be submitted
control access to computer systems,
rules/sro.shtml). Copies of the
by mail or email. If mail, please write to: platforms, services, applications, and
submission, all subsequent
U.S. Department of State; Office of databases within a Department network
amendments, all written statements
Global Information Systems, Privacy and Department-authorized cloud
with respect to the proposed rule
Staff; A/GIS/PRV; SA–2, Suite 8100; services and applications; to monitor
change that are filed with the
Washington, DC 20522–0208. If email, security of computer systems; to
Commission, and all written
please address the email to the Chief investigate and make referrals for
communications relating to the
Privacy Officer, Margaret P. Grafeld, at disciplinary or other actions if
proposed rule change between the
Privacy@state.gov. Please write unauthorized access or inappropriate
Commission and any person, other than
‘‘Network User Account Records, State- usage is suspected or detected; and to
those that may be withheld from the
56’’ on the envelope or the subject line identify the need for training programs.
public in accordance with the
provisions of 5 U.S.C. 552, will be of your email. CATEGORIES OF INDIVIDUALS COVERED BY THE
available for website viewing and FOR FURTHER INFORMATION CONTACT: SYSTEM:
printing in the Commission’s Public Margaret P. Grafeld, Chief Privacy Department of State employees and
Reference Room, 100 F Street NE, Officer; U.S. Department of State; Office other organizational users (examples
Washington, DC 20549 on official of Global Information Services, A/GIS/ include eligible family members, locally
business days between the hours of PRV; SA–2, Suite 8100; Washington, DC employed staff, contractors, and
10:00 a.m. and 3:00 p.m. Copies of the 20522–0208 or 202–261–8300. personal services contractors) who have
filing also will be available for SUPPLEMENTARY INFORMATION: The access to Department of State computer
inspection and copying at the principal purpose of this modification is to make networks and access to cloud computing
office of the Exchange. All comments substantive and administrative changes applications that are authorized for
received will be posted without change. to the previously published notice. This processing Department information. The
Persons submitting comments are notice modifies the following sections of Privacy Act defines an individual at 5
cautioned that we do not redact or edit State-56, Network User Account U.S.C.552a(a)(2) as a United States
personal identifying information from Records: System Location, Categories of citizen or lawful permanent resident.
comment submissions. You should Individuals, Routine Uses, Storage,
submit only information that you wish Safeguards. In addition, this notice CATEGORIES OF RECORDS IN THE SYSTEM:
to make available publicly. All makes administrative updates to the This system of records consists of the
submissions should refer to File following sections: Policies and network and application user account
Number SR–NYSE–2017–42 and should Procedures for Retrieval of Records, records that Department information
be submitted on or before January 2, Record Access Procedures, Notification technology systems, applications, and
2018. Procedures, and History. These changes services compile and maintain about
For the Commission, by the Division of reflect the Department’s move to cloud users of a network and application.
Trading and Markets, pursuant to delegated storage, new OMB guidance, access by These records include user data such as
authority.10 contractors, updated contact the user’s name, system-assigned
Eduardo A. Aleman, information, and a notice publication username; email address; employee or
Assistant Secretary. history. other user identification number;
[FR Doc. 2017–26687 Filed 12–11–17; 8:45 am] organization code; job title; business
SYSTEM NAME AND NUMBER: affiliation; work contact information;
BILLING CODE 8011–01–P
Network User Account Records, State- systems, applications, or services to
56. which the individual has access;
systems, applications, or services used;
DEPARTMENT OF STATE SECURITY CLASSIFICATION:
dates, times, and durations of use;
Unclassified. profile photo; user profile; and IP
[Public Notice: 10225]
SYSTEM LOCATION: address of access. The records also
Privacy Act of 1974; System of Department of State (‘‘Department’’), include system usage files and
Records located at 2201 C Street NW, directories when they contain
Washington, DC 20520, and within a information about specific users.
AGENCY: Department of State. government cloud provided, RECORD SOURCE CATEGORIES:
ACTION:Notice of a Modified System of implemented, and overseen by the
ethrower on DSK3G9T082PROD with NOTICES
Records. Department’s Enterprise Server Individuals about whom the network
Operations Center (ESOC), 2201 C Street user account record is maintained;
SUMMARY: This System of Records information technology systems,
NW, Washington, DC 20520.
compiles information about Department applications, and services within a
of State user accounts to monitor and SYSTEM MANAGER(S): Department network that record usage
Chief Information Officer, Bureau of by individuals assigned a user account
10 17 CFR 200.30–3(a)(12). Information Resource Management, on that network.
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Document Created: 2018-10-25 10:47:31
Document Modified: 2018-10-25 10:47:31
| 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 58473 |
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