[Federal Register Volume 82, Number 237 (Tuesday, December 12, 2017)]
[Notices]
[Pages 58473-58475]
[FR Doc No: 2017-26687]

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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.
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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 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.
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    \4\ 17 CFR 14a-6(b).
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    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

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.
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    \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.
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    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.
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    \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.
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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.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 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 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 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-2017-42 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-2017-42. 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\
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    \10\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-26687 Filed 12-11-17; 8:45 am]
 BILLING CODE 8011-01-P