83 FR 56384 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Section 303A.00 of the Manual To Change the Threshold for Qualifying as a Smaller Reporting Company To Qualify for Certain Exemptions From the Compensation Committee Requirements

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 219 (November 13, 2018)

Page Range		56384-56385
FR Document		2018-24637
Federal Register, Volume 83 Issue 219 (Tuesday, November 13, 2018)
[Federal Register Volume 83, Number 219 (Tuesday, November 13, 2018)]
[Notices]
[Pages 56384-56385]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-24637]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84544; File No. SR-NYSE-2018-51]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Section 303A.00 of the Manual To Change the Threshold for 
Qualifying as a Smaller Reporting Company To Qualify for Certain 
Exemptions From the Compensation Committee Requirements

November 6, 2018.
    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 October 26, 2018, New York Stock Exchange LLC (``NYSE'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the Exchange. 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 Section 303A.00 of the NYSE Listed 
Company Manual (the ``Manual'') to change the threshold for listed 
companies to benefit from the exemptions from the NYSE compensation 
committee requirements applicable to smaller reporting companies so 
that all companies that qualify for smaller reporting company status 
under the revised SEC definition will qualify for those exemptions.
    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 SEC recently adopted \4\ amendments to the definition of 
``smaller reporting company'' set forth in Item 10(f)(1) of Regulation 
S-K,\5\ Rule 12b-2 under the Act \6\ and Rule 405 under the Securities 
Act of 1933.\7\ The amendments raise the smaller reporting company cap 
from less than $75 million in public float to less than $250 million 
and also include as smaller reporting companies issuers with less than 
$100 million in annual revenues if they also have either no public 
float or a public float that is less than $700 million. The amendments 
became effective on September 10, 2018. The Exchange estimates that a 
consequence of the SEC rule changes is that a significantly larger 
number of its listed companies will qualify for smaller reporting 
company status than was previously the case.
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    \4\ Release Nos. 33-10513 and 34-83550 (June 28, 2018); 83 FR 
31992 (July 10. 2018).
    \5\ 17 CFR 229.10(F)(1).
    \6\ 17 CFR 240.12b-2.
    \7\ 17 CFR 230.405.
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    Smaller reporting companies are entitled to avail themselves of 
certain exemptions from the NYSE's compensation committee 
requirements.\8\ Section 303A.00 includes a provision describing the 
period within which a company must comply with all applicable 
compensation committee requirements after it ceases to be a smaller 
reporting company.\9\ This provision currently states explicitly that a 
smaller reporting company must have less than $75 million in public 
float. In light of the recent changes to the SEC's rules with respect 
to smaller reporting companies, the Exchange proposes to delete this 
reference to the $75 million public float cap and revise the provision 
to state simply that a smaller reporting company that fails to meet the 
requirements for smaller reporting company status as of the last 
business day of its second fiscal quarter will cease to be a smaller 
reporting company as of the beginning of the following fiscal year. The 
effect of this amendment will be to change the threshold for listed 
companies to be eligible to benefit from the exemptions from the NYSE 
compensation committee requirements applicable to smaller reporting 
companies so that all companies that qualify for smaller reporting 
company status under the revised SEC definition will qualify for those 
exemptions.
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    \8\ Specifically, listed companies that satisfy the definition 
of smaller reporting company are not required to comply with (i) the 
enhanced requirements with respect to the independence of 
compensation committee members set forth in Section 303A.02(a)(ii) 
and the second paragraph of the Commentary to Section 303A.02(a) of 
the Manual; or (ii) the requirements set forth under Section 
303A.05(c)(iv) of the Manual with respect to the analysis of the 
independence of any compensation consultant, legal counsel or other 
adviser to the compensation committee. Listed smaller reporting 
companies must comply with all other applicable Exchange corporate 
governance requirements, including all other applicable compensation 
committee requirements.
    \9\ Under the SEC rules set forth above with respect to smaller 
reporting companies, a company tests its status as a smaller 
reporting company on an annual basis at the end of its most recently 
completed second fiscal quarter (the ``Smaller Reporting Company 
Determination Date''). A smaller reporting company ceases to be a 
smaller reporting company as of the beginning of the fiscal year 
following the Smaller Reporting Company Determination Date. The 
compensation committee of a company that has ceased to be a smaller 
reporting company as of its Smaller Reporting Company Determination 
Date [sic] must comply with Section 303A.05(c)(iv) as of six months 
from the date it ceases to be a smaller reporting company and must 
have: One member of its compensation committee that meets the 
independence standard of Section 303A.02(a)(ii) and the second 
paragraph of the commentary to Section 303A.02(a) within six months 
of that date; a majority of directors on its compensation committee 
meeting those requirements within nine months of that date; and a 
compensation committee comprised solely of members that meet those 
requirements within twelve months of that date.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\10\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act \11\ 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

[[Page 56385]]

discrimination between customers, issuers, brokers, or dealers. As 
noted above, the effect of the proposed rule change is to change the 
threshold for listed companies to benefit from the exemptions from the 
NYSE compensation committee requirements applicable to smaller 
reporting companies so that all companies that qualify for smaller 
reporting company status under the revised SEC definition will qualify 
for those exemptions. Listed smaller reporting companies must comply 
with all other applicable Exchange corporate governance requirements, 
including all other applicable compensation committee requirements. The 
Commission has already determined through its own rulemaking that the 
revised thresholds for smaller reporting company status proposed in 
this rule proposal are consistent with the goal of the Act to further 
the protection of investors and the public interest \12\ and the 
Exchange believes that its own proposal is consistent with Section 
6(b)(5) of the Act for the same reasons.
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    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(5).
    \12\ See footnote 4, supra.
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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 purposes of the Act. The proposed rule change 
will not impose any burden competition as its sole purpose is to change 
the threshold for listed companies to benefit from the exemptions from 
the NYSE compensation committee requirements applicable to smaller 
reporting companies so that all companies that qualify for smaller 
reporting company status under the revised SEC definition will qualify 
for those exemptions.

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 \13\ and Rule 19b-4(f)(6) thereunder.\14\ 
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, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.
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    \13\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \14\ 17 CFR 240.19b-4(f)(6).
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    At any time within 60 days of the filing of such 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) \15\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \15\ 15 U.S.C. 78s(b)(2)(B).
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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-2018-51 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSE-2018-51. 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 such filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSE-2018-51, and should be submitted on 
or before December 4, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-24637 Filed 11-9-18; 8:45 am]
 BILLING CODE 8011-01-P
56384 Federal Register / Vol. 83, No. 219 / Tuesday, November 13, 2018 / Notices

P.O. Box 29052, San Francisco, CA II. Self-Regulatory Organization’s applicable compensation committee
94129–0052. Email: scarp@ Statement of the Purpose of, and requirements after it ceases to be a
presidiotrust.gov. Telephone: Statutory Basis for, the Proposed Rule smaller reporting company.9 This
415.561.5300. Change provision currently states explicitly that
Dated: November 5, 2018. In its filing with the Commission, the a smaller reporting company must have
Steve Carp, self-regulatory organization included less than $75 million in public float. In
statements concerning the purpose of, light of the recent changes to the SEC’s
Legal Analyst.
and basis for, the proposed rule change rules with respect to smaller reporting
[FR Doc. 2018–24698 Filed 11–9–18; 8:45 am] companies, the Exchange proposes to
and discussed any comments it received
BILLING CODE 4310–4R–P
on the proposed rule change. The text delete this reference to the $75 million
of those statements may be examined at public float cap and revise the provision
the places specified in Item IV below. to state simply that a smaller reporting
SECURITIES AND EXCHANGE The Exchange has prepared summaries, company that fails to meet the
COMMISSION set forth in sections A, B, and C below, requirements for smaller reporting
[Release No. 34–84544; File No. SR–NYSE– of the most significant parts of such company status as of the last business
2018–51] statements. day of its second fiscal quarter will
cease to be a smaller reporting company
Self-Regulatory Organizations; New A. Self-Regulatory Organization’s as of the beginning of the following
York Stock Exchange LLC; Notice of Statement of the Purpose of, and the fiscal year. The effect of this amendment
Filing and Immediate Effectiveness of Statutory Basis for, the Proposed Rule will be to change the threshold for listed
Proposed Rule Change To Amend Change companies to be eligible to benefit from
Section 303A.00 of the Manual To 1. Purpose the exemptions from the NYSE
Change the Threshold for Qualifying compensation committee requirements
The SEC recently adopted 4 applicable to smaller reporting
as a Smaller Reporting Company To
amendments to the definition of companies so that all companies that
Qualify for Certain Exemptions From
‘‘smaller reporting company’’ set forth qualify for smaller reporting company
the Compensation Committee
in Item 10(f)(1) of Regulation S–K,5 Rule status under the revised SEC definition
Requirements
12b–2 under the Act 6 and Rule 405 will qualify for those exemptions.
November 6, 2018. under the Securities Act of 1933.7 The
Pursuant to Section 19(b)(1) 1 of the amendments raise the smaller reporting 2. Statutory Basis
Securities Exchange Act of 1934 company cap from less than $75 million The Exchange believes that the
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3 in public float to less than $250 million proposed rule change is consistent with
notice is hereby given that on October and also include as smaller reporting Section 6(b) of the Act,10 in general, and
26, 2018, New York Stock Exchange companies issuers with less than $100 furthers the objectives of Section 6(b)(5)
LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed million in annual revenues if they also of the Act 11 in particular, in that it is
with the Securities and Exchange have either no public float or a public designed to promote just and equitable
Commission (‘‘Commission’’) the float that is less than $700 million. The principles of trade, to foster cooperation
proposed rule change as described in amendments became effective on and coordination with persons engaged
Items I, II, and III below, which Items September 10, 2018. The Exchange in regulating, clearing, settling,
have been prepared by the Exchange. estimates that a consequence of the SEC processing information with respect to,
The Commission is publishing this rule changes is that a significantly larger and facilitating transactions in
notice to solicit comments on the number of its listed companies will securities, to remove impediments to
proposed rule change from interested qualify for smaller reporting company and perfect the mechanism of a free and
persons. status than was previously the case. open market and a national market
Smaller reporting companies are system, and, in general, to protect
I. Self-Regulatory Organization’s entitled to avail themselves of certain investors and the public interest and is
Statement of the Terms of Substance of exemptions from the NYSE’s not designed to permit unfair
the Proposed Rule Change compensation committee requirements.8
The Exchange proposes to amend Section 303A.00 includes a provision 9 Under the SEC rules set forth above with respect

Section 303A.00 of the NYSE Listed describing the period within which a to smaller reporting companies, a company tests its
company must comply with all status as a smaller reporting company on an annual
Company Manual (the ‘‘Manual’’) to basis at the end of its most recently completed
change the threshold for listed 4 Release Nos. 33–10513 and 34–83550 (June 28,
second fiscal quarter (the ‘‘Smaller Reporting
companies to benefit from the Company Determination Date’’). A smaller reporting
2018); 83 FR 31992 (July 10. 2018). company ceases to be a smaller reporting company
exemptions from the NYSE 5 17 CFR 229.10(F)(1).
as of the beginning of the fiscal year following the
compensation committee requirements 6 17 CFR 240.12b–2. Smaller Reporting Company Determination Date.
applicable to smaller reporting 7 17 CFR 230.405. The compensation committee of a company that has
companies so that all companies that 8 Specifically, listed companies that satisfy the ceased to be a smaller reporting company as of its
definition of smaller reporting company are not Smaller Reporting Company Determination Date
qualify for smaller reporting company [sic] must comply with Section 303A.05(c)(iv) as of
required to comply with (i) the enhanced
status under the revised SEC definition requirements with respect to the independence of six months from the date it ceases to be a smaller
will qualify for those exemptions. compensation committee members set forth in reporting company and must have: One member of
Section 303A.02(a)(ii) and the second paragraph of its compensation committee that meets the
The proposed rule change is available independence standard of Section 303A.02(a)(ii)
the Commentary to Section 303A.02(a) of the
on the Exchange’s website at
amozie on DSK3GDR082PROD with NOTICES1

Manual; or (ii) the requirements set forth under and the second paragraph of the commentary to
www.nyse.com, at the principal office of Section 303A.05(c)(iv) of the Manual with respect Section 303A.02(a) within six months of that date;
the Exchange, and at the Commission’s to the analysis of the independence of any a majority of directors on its compensation
compensation consultant, legal counsel or other committee meeting those requirements within nine
Public Reference Room. months of that date; and a compensation committee
adviser to the compensation committee. Listed
smaller reporting companies must comply with all comprised solely of members that meet those
1 15 U.S.C. 78s(b)(1). requirements within twelve months of that date.
other applicable Exchange corporate governance
2 15 U.S.C. 78a. 10 15 U.S.C. 78f(b).
requirements, including all other applicable
3 17 CFR 240.19b–4. compensation committee requirements. 11 15 U.S.C. 78f(b)(5).

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Federal Register / Vol. 83, No. 219 / Tuesday, November 13, 2018 / Notices 56385

discrimination between customers, investors or the public interest; (ii) Commission and any person, other than
issuers, brokers, or dealers. As noted impose any significant burden on those that may be withheld from the
above, the effect of the proposed rule competition; and (iii) become operative public in accordance with the
change is to change the threshold for prior to 30 days from the date on which provisions of 5 U.S.C. 552, will be
listed companies to benefit from the it was filed, or such shorter time as the available for website viewing and
exemptions from the NYSE Commission may designate, if printing in the Commission’s Public
compensation committee requirements consistent with the protection of Reference Room, 100 F Street NE,
applicable to smaller reporting investors and the public interest, the Washington, DC 20549 on official
companies so that all companies that proposed rule change has become business days between the hours of
qualify for smaller reporting company effective pursuant to Section 19(b)(3)(A) 10:00 a.m. and 3:00 p.m. Copies of such
status under the revised SEC definition of the Act and Rule 19b–4(f)(6)(iii) filing also will be available for
will qualify for those exemptions. Listed thereunder. inspection and copying at the principal
smaller reporting companies must At any time within 60 days of the office of the Exchange. All comments
comply with all other applicable filing of such proposed rule change, the received will be posted without change.
Exchange corporate governance Commission summarily may Persons submitting comments are
requirements, including all other temporarily suspend such rule change if cautioned that we do not redact or edit
applicable compensation committee it appears to the Commission that such personal identifying information from
requirements. The Commission has action is necessary or appropriate in the comment submissions. You should
already determined through its own public interest, for the protection of submit only information that you wish
rulemaking that the revised thresholds investors, or otherwise in furtherance of to make available publicly. All
for smaller reporting company status the purposes of the Act. If the submissions should refer to File
proposed in this rule proposal are Commission takes such action, the Number SR–NYSE–2018–51, and
consistent with the goal of the Act to Commission shall institute proceedings should be submitted on or before
further the protection of investors and under Section 19(b)(2)(B) 15 of the Act to December 4, 2018.
the public interest 12 and the Exchange determine whether the proposed rule For the Commission, by the Division of
believes that its own proposal is change should be approved or Trading and Markets, pursuant to delegated
consistent with Section 6(b)(5) of the disapproved. authority.16
Act for the same reasons. IV. Solicitation of Comments Eduardo A. Aleman,
Assistant Secretary.
B. Self-Regulatory Organization’s Interested persons are invited to
[FR Doc. 2018–24637 Filed 11–9–18; 8:45 am]
Statement on Burden on Competition submit written data, views, and
BILLING CODE 8011–01–P
The Exchange does not believe that arguments concerning the foregoing,
the proposed rule change will impose including whether the proposed rule
any burden on competition that is not change is consistent with the Act. SECURITIES AND EXCHANGE
necessary or appropriate in furtherance Comments may be submitted by any of COMMISSION
of the purposes of the Act. The the following methods:
[Release No. 34–84542; File No. SR–Phlx–
proposed rule change will not impose Electronic Comments 2018–67]
any burden competition as its sole
purpose is to change the threshold for • Use the Commission’s internet
comment form (http://www.sec.gov/ Self-Regulatory Organizations; Nasdaq
listed companies to benefit from the PHLX LLC; Notice of Filing and
exemptions from the NYSE rules/sro.shtml); or
• Send an email to rule-comments@ Immediate Effectiveness of Proposed
compensation committee requirements Rule Change Relating to New
sec.gov. Please include File Number SR–
applicable to smaller reporting Derivative Securities Products
NYSE–2018–51 on the subject line.
companies so that all companies that
qualify for smaller reporting company Paper Comments November 6, 2018.
status under the revised SEC definition Pursuant to Section 19(b)(1) of the
• Send paper comments in triplicate
will qualify for those exemptions. Securities Exchange Act of 1934
to Secretary, Securities and Exchange
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
C. Self-Regulatory Organization’s Commission, 100 F Street NE,
notice is hereby given that on October
Statement on Comments on the Washington, DC 20549–1090.
24, 2018, Nasdaq PHLX LLC (‘‘Phlx’’ or
Proposed Rule Change Received From All submissions should refer to File ‘‘Exchange’’) filed with the Securities
Members, Participants, or Others Number SR–NYSE–2018–51. This file and Exchange Commission
No written comments were solicited number should be included on the (‘‘Commission’’) the proposed rule
or received with respect to the proposed subject line if email is used. To help the change as described in Items I and II
rule change. Commission process and review your below, which Items have been prepared
comments more efficiently, please use by the Exchange. The Commission is
III. Date of Effectiveness of the only one method. The Commission will publishing this notice to solicit
Proposed Rule Change and Timing for post all comments on the Commission’s comments on the proposed rule change
Commission Action internet website (http://www.sec.gov/ from interested persons.
The Exchange has filed the proposed rules/sro.shtml). Copies of the
rule change pursuant to Section submission, all subsequent I. Self-Regulatory Organization’s
19(b)(3)(A)(iii) of the Act 13 and Rule amendments, all written statements Statement of the Terms of Substance of
amozie on DSK3GDR082PROD with NOTICES1

19b–4(f)(6) thereunder.14 Because the with respect to the proposed rule the Proposed Rule Change
proposed rule change does not: (i) change that are filed with the The Exchange proposes to amend
Significantly affect the protection of Commission, and all written Phlx Rule 803 related to derivative
communications relating to the
12 See footnote 4, supra. proposed rule change between the 16 17 CFR 200.30–3(a)(12).
13 15 U.S.C. 78s(b)(3)(A)(iii). 1 15 U.S.C. 78s(b)(1).
14 17 CFR 240.19b–4(f)(6). 15 15 U.S.C. 78s(b)(2)(B). 2 17 CFR 240.19b–4.

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Document Created: 2018-11-10 03:18:42
Document Modified: 2018-11-10 03:18:42
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		83 FR 56384