[Federal Register: September 15, 2010 (Volume 75, Number 178)]
[Notices]
[Page 56152-56154]
[DOCID:fr15se10-124]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-62874; File No. SR-NYSE-2010-59]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Order Granting Accelerated Approval of a Proposed
Rule Change To Amend NYSE Rule 452 and Listed Company Manual Section
402.08 To Eliminate Broker Discretionary Voting on Executive
Compensation Matters

September 9, 2010.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Exchange Act'' or ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on August 26, 2010, 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 and II below, which Items have been prepared by NYSE. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons and is approving the
proposed rule change on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 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 is proposing to amend NYSE Rule 452, and corresponding
NYSE Listed Company Manual Section 402.08, to prohibit member
organizations from voting uninstructed shares if the matter voted on
relates to executive compensation, in accordance with the provisions of
Section 957 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the ``Dodd-Frank Act''), which was signed by the
President on July 21, 2010.
    The text of the proposed rule change is available at http://
www.nyse.com, at the Exchange's principal office, at the Commission's
Public Reference Room, and on the Commission's Web site at http://
www.sec.gov.

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 changes. The text of these statements may be examined at
the places specified in Item III below and is set forth in Sections A,
B and C below.

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

1. Purpose
    The Exchange is proposing to amend NYSE Rule 452, titled Giving
Proxies by Member Organizations, and corresponding NYSE Listed Company
Manual Section 402.08, to prohibit member organizations from voting
uninstructed shares if the matter voted on relates to executive
compensation, in accordance with the provisions of Section 957 of the
Dodd-Frank Act, which was signed by the President on July 21, 2010.
Because Section 957 of the Dodd-Frank Act does not provide for a
transition phase, the Exchange is proposing to adopt the proposed rule
changes pursuant to Section 19(b) of the Act to comply with Section 957
of the Dodd-Frank Act and is requesting that the Commission approve the
proposal on an accelerated basis. We are also proposing to add the
words ``or authorize'' in certain places throughout the rule to clarify
that the rule includes not only the giving of a proxy but also the
authorization of such proxy.
Current Requirements of NYSE Rule 452
    Under current NYSE and Commission proxy rules, brokers must deliver
proxy materials to beneficial owners and request voting instructions in
return. If voting instructions have not been received by the tenth day
preceding the meeting date, Rule 452 provides that a broker may vote on
certain matters when the broker has no knowledge of any contest as to
the action to be taken at the meeting and provided such action is
adequately disclosed to stockholders, and does not include
authorization for a merger, consolidation or any matter which may
affect substantially the rights or privileges of such stock. In
addition, the Rule currently identifies 20 matters with respect to
which brokers may not vote without instructions from beneficial owners.
Enactment of the Dodd-Frank Wall Street Reform and Consumer Protection
Act
    Prior to the July 21, 2010 enactment of the Dodd-Frank Act, under
Rule 452 and the Exchange's prior interpretations, member organizations
were permitted to cast votes on some matters, including some executive
compensation proposals, without specific instructions from beneficial
owners of the stock. However, the Dodd-

Frank Act contains a provision explicitly requiring the elimination of
broker discretionary voting on matters related to executive
compensation.
    Section 957 of the Dodd-Frank Act amends Section 6(b) \3\ of the
Exchange Act to require the rules of each national securities exchange
to prohibit any member organization that is not the beneficial owner of
a security registered under Section 12 \4\ of the Exchange Act from
granting a proxy to vote the security in connection with certain
stockholder votes, unless the beneficial owner of the security has
instructed the member organization to vote the proxy in accordance with
the voting instructions of the beneficial owner. The stockholder votes
covered by Section 957 include any vote (i) with respect to the
election of a member of the board of directors of an issuer (other than
an uncontested election of a director of an investment company
registered under the Investment Company Act of 1940 (the ``Investment
Company Act'')), (ii) executive compensation or (iii) any other
significant matter, as determined by the Commission, by rule.
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    \3\ 15 U.S.C. 78f(b). The Commission notes that Section 957
amends Section 6(b) of the Act by adding Section 6(b)(10).
    \4\ 15 U.S.C. 78l.
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    The Exchange prohibits member organizations from voting
uninstructed shares if the matter voted on is the election of directors
(other than in the case of an issuer registered under the Investment
Company Act, provided the matter is not the subject of a counter-
solicitation). In addition, the Commission has not at this time
identified other significant matters with respect to which the Exchange
must prohibit member organizations from voting uninstructed shares.
Accordingly, in order to carry out the requirements of Section 957 of
the Dodd-Frank Act, the Exchange proposes to amend NYSE Rule 452, and
corresponding NYSE Listed Company Manual Section 402.08, to prohibit
member organizations from voting uninstructed shares if the matter
voted on relates to executive compensation.
    Specifically, the Exchange is proposing to add a new Item 21 and
accompanying commentary to NYSE Rule 452.11 (When member organization
may not vote without customer instructions), and corresponding NYSE
Listed Company Manual Section 402.08(B) (When Member Organization May
Not Vote Without Customer Instructions), to provide that a member
organization may not give or authorize a proxy to vote without
instructions from the beneficial owner when the matter to be voted upon
relates to executive compensation.
    The proposed commentary to Item 21 would clarify that a matter
relating to executive compensation would include, among other things,
the items referred to in Section 14A of the Exchange Act (added by
Section 951 of the Dodd-Frank Act), including (i) an advisory vote to
approve the compensation of executives, (ii) a vote on whether to hold
such an advisory vote every one, two or three years, and (iii) an
advisory vote to approve any type of compensation (whether present,
deferred, or contingent) that is based on or otherwise relates to an
acquisition, merger, consolidation, sale, or other disposition of all
or substantially all of the assets of an issuer and the aggregate total
of all such compensation that may (and the conditions upon which it
may) be paid or become payable to or on behalf of an executive officer.
In addition, a member organization may not give or authorize a proxy to
vote without instructions on a matter relating to executive
compensation, even if such matter would otherwise qualify for an
exception from the requirements of Item 12, Item 13 or any other Item
under NYSE Rule 452.11 and corresponding Listed Company Manual Section
402.08. Any vote on these or similar executive compensation-related
matters would be subject to the requirements of NYSE Rule 452, as
amended, and corresponding NYSE Listed Company Manual Section 402.08,
as amended.
Effective Date
    Because Section 957 of the Dodd-Frank Act does not provide for a
transition phase, the Exchange is proposing to adopt the proposed rule
changes pursuant to Section 19(b) of the Act to comply with Section 957
of the Dodd-Frank Act and is requesting that the Commission approve the
proposal on an accelerated basis.
2. Statutory Basis
    The basis under the Exchange Act for these proposed rule changes is
the requirement under Section 6(b)(5) \5\ that an exchange have rules
that are designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to remove
impediments to, and perfect the mechanism of a free and open market
and, in general, to protect investors and the public interest. We are
adopting these proposed rule changes to comply with the requirements of
Section 957 of the Dodd-Frank Act, and therefore believe the proposed
rule changes to be consistent with the Act, particularly with respect
to the protection of investors and the public interest.
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    \5\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule changes will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act, as amended by the
Dodd-Frank Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others

    The Exchange has neither solicited nor received written comments on
the proposed rule changes.

III. 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 e-mail to<EMAIL_ADDRESS>Please include
File Number SR-NYSE-2010-59 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSE-2010-59. This file
number should be included on the subject line if e-mail 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 a.m. and 3 p.m. Copies of such
filing also will be available for inspection and copying at the
principal office of NYSE. 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 publicly available. All submissions should refer to File Number
SR-NYSE-2010-59 and should be submitted on or before October 6, 2010.

IV. Commission's Findings and Order Granting Accelerated Approval of
the Proposed Rule Change

    In its filing, the Exchange requested that the Commission approve
the proposal on an accelerated basis. The Exchange stated that it
believed good cause existed to grant accelerated approval because
Section 957 of the Dodd-Frank Act does not provide for a transition
period.
    After careful consideration, the Commission finds that the proposed
rule change is consistent with the requirements of the Act and the
rules and regulations thereunder applicable to a national securities
exchange.\6\ The Commission believes that the proposal is consistent
with Section 6(b)(10) \7\ of the Act, which requires that national
securities exchanges adopt rules prohibiting members that are not
beneficial holders of a security from voting uninstructed proxies with
respect to the election of a member of the board of directors of an
issuer (except for uncontested elections of directors for companies
registered under the Investment Company Act), executive compensation,
or any other significant matter, as determined by the Commission, by
rule. The Commission also believes that the proposal is consistent with
Section 6(b)(5) \8\ of the Act, which provides, among other things,
that the rules of the Exchange must be designed to promote just and
equitable principles of trade, 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 are not
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
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    \6\ In approving this rule change, the Commission notes that it
has considered the proposed rule's impact on efficiency,
competition, and capital formation. See 15 U.S.C. 78c(f).
    \7\ 15 U.S.C. 78f(b)(10).
    \8\ 15 U.S.C. 78f(b)(5).
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    The Commission believes that the proposal is consistent with
Section 6(b)(10) of the Act because it adopts revisions that comply
with that section. As noted in the accompanying Senate Report, Section
957, which adopts Section 6(b)(10), reflects the principle that ``final
vote tallies should reflect the wishes of the beneficial owners of the
stock and not be affected by the wishes of the broker that holds the
shares.'' \9\ The proposed rule change will make NYSE rules compliant
with the new requirements of Section 6(b)(10) by prohibiting broker-
dealers, who are not beneficial owners of a security, from voting
uninstructed shares with respect to any matter on executive
compensation.\10\
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    \9\ See S. Rep. No. 111-176, at 136 (2010).
    \10\ As noted above, Section 6(b)(10) also prohibits broker
voting for director elections, except for uncontested director
elections of registered investment companies, and also ``any other
significant matter, as determined by the Commission, by rule.'' NYSE
already prohibits broker voting in director elections except for
uncontested director elections for registered investment companies.
See NYSE Rule 452.11(19) and Listed Company Manual Section
402.08(B)(19) and note 11, infra. As to other matters, the
Commission has not, to date, adopted rules concerning other
significant matters where uninstructed broker votes should be
prohibited, although it may do so in the future. Should the
Commission adopt such rules, we would expect the NYSE to adopt
coordinating rules promptly to comply with the statute.
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    The Commission believes that the proposal is consistent with
Section 6(b)(5) of the Act because the proposal will further investor
protection and the public interest by assuring that shareholder votes
on executive compensation matters are made by those with an economic
interest in the company, rather than by a broker that has no such
economic interest, which should enhance corporate governance and
accountability to shareholders.\11\
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    \11\ As the Commission stated in approving NYSE rules
prohibiting broker voting in the election of directors, having those
with an economic interest in the company vote the shares, rather
than the broker who has no such economic interest, furthers the goal
of enfranchising shareholders. See Securities Exchange Act Release
No. 60215 (July 1, 2009), 74 FR 33293 (July 10, 2009) (SR-NYSE-2006-
92).
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    The Commission notes that the NYSE's new rule prohibiting
uninstructed broker votes on executive compensation covers the specific
items identified in Section 951 of the Dodd-Frank Act, as well as any
other matter concerning executive compensation, and has been drafted
broadly to reflect the requirements of Section 6(b)(10) of the Act. The
proposed rule language also specifically states that a broker vote on
any executive compensation matter would not be permitted even if it
would otherwise qualify for an exception from any item under Rule
452.11 or corresponding Listed Company Manual Section 402.08. The
Commission believes this provision will make clear that any past
practice or interpretation that may have permitted a broker vote on an
executive compensation matter, under existing rules, will no longer be
applicable and is superseded by the newly adopted provisions.
    Finally, the Commission notes that the change to reflect that the
NYSE rules prohibit not only the giving of a proxy, but also the
authorization of the proxy, should help to clarify the intent of the
NYSE proxy rules and is consistent with the requirements of Section 6
of the Act.
    Based on the above, the Commission believes that the NYSE's
proposal will further the purposes of Sections 6(b)(5) and 6(b)(10) of
the Act by ensuring that brokers, holding shares on behalf of
beneficial owners, are not voting uninstructed shares on matters
relating to executive compensation, which should enhance corporate
accountability to shareholders. The rule filing should also serve to
fulfill the Congressional intent in adopting Section 6(b)(10) of the
Act.
    The Commission also finds good cause, pursuant to Section 19(b)(2)
of the Act,\12\ for approving the proposed rule change prior to the
30th day after the date of publication of notice in the Federal
Register. As noted above, Section 6(b)(10) of the Act, enacted under
Section 957 of the Dodd-Frank Act, does not provide for a transition
phase, and requires rules of national securities exchanges to prohibit,
among other things, broker voting on executive compensation. The
Commission believes that good cause exists to grant accelerated
approval to the Exchange's proposal, because it will conform NYSE Rule
452 and Section 402.08 of the Listed Company Manual to the requirements
of Section 6(b)(10) of the Act.
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    \12\ 15 U.S.C. 78s(b)(2).
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V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\13\ that the proposed rule change (SR-NYSE-2010-59) be, and it
hereby is, approved on an accelerated basis.
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    \13\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010-22934 Filed 9-14-10; 8:45 am]
BILLING CODE 8010-01-P


[Federal Register Volume 77, Number 137 (Tuesday, July 17, 2012)]
[Notices]
[Pages 42075-42076]
[FR Doc No: 2012-17370]

=======================================================================
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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

[Summary Notice No. PE-2012-28]

Petition for Exemption; Reopening of Comment Period

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of petition for exemption; Reopening of comment period.

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SUMMARY: This action reopens the comment period for a petition for
exemption that was published on May 24, 2012. The relief sought in the
petition for exemption would permit ICON Aircraft to incorporate a
Spin-Resistant Airframe (SRA) in the ICON A5 at a weight above the
current Light-Sport Aircraft (LSA) definition. Independent Aircraft
Inc. has requested

a reopening of the comment period to allow additional time to address
issues associated with an increase in weight of the ICON A5.

DATES: The comment period for the petition for exemption published on
May 24, 2012 (77 FR 31063) closed June 13, 2012, and is reopened until
July 27, 2012.

ADDRESSES: You may send comments identified by Docket Number FAA-2012-
0514 using any of the following methods:
     Government-wide rulemaking web site: Go to http://www.regulations.gov and follow the instructions for sending your
comments electronically.
     Mail: Send comments to the Docket Management Facility;
U.S. Department of Transportation, 1200 New Jersey Avenue SE., West
Building Ground Floor, Room W12-140, Washington, DC 20590.
     Fax: Fax comments to the Docket Management Facility at
202-493-2251.
     Hand Delivery: Bring comments to the Docket Management
Facility in Room W12-140 of the West Building Ground Floor at 1200 New
Jersey Avenue SE., Washington, DC, between 9 a.m. and 5 p.m., Monday
through Friday, except Federal holidays.
    Privacy: We will post all comments we receive, without change, to
http://www.regulations.gov, including any personal information you
provide. Using the search function of our docket web site, anyone can
find and read the comments received into any of our dockets, including
the name of the individual sending the comment (or signing the comment
for an association, business, labor union, etc.). You may review DOT's
complete Privacy Act Statement in the Federal Register published on
April 11, 2000 (65 FR 19477-78).
    Docket: To read background documents or comments received, go to
http://www.regulations.gov at any time or to the Docket Management
Facility in Room W12-140 of the West Building Ground Floor at 1200 New
Jersey Avenue SE., Washington, DC, between 9 a.m. and 5 p.m., Monday
through Friday, except Federal holidays.

FOR FURTHER INFORMATION CONTACT: Carol Greb, ACE-114,<PHONE_NUMBER>,
Federal Aviation Administration, 901 Locust St., Kansas City, MO 64106.
    Background: On May 24, 2012, the FAA published the petition for
exemption (77 FR 31063) from ICON Aircraft to allow incorporation of a
Spin-Resistant Airframe (SRA) in the ICON A5 at a weight above the
current Light-Sport Aircraft (LSA) definition. The FAA requested that
comments on the petition be received on or before June 13, 2012, which
allowed for a 20 day comment period as suggested by 14 CFR 11.89.
    By petition submitted June 28, 2012, Independent Aircraft Inc.
requested that the FAA reopen the comment period for 90 days to allow
additional time to address issues associated with an increase in weight
of the ICON A5. Since Independent Aircraft Inc. has already submitted
their comments the FAA will reopen the comment period for an additional
10 days, in lieu of the 90 days requested, to assure that these and any
other comments that may be received will be given full consideration.
    Reopening of the Comment Period: The FAA has reviewed the request
made by Independent Aircraft Inc. for additional time to comment to the
petition for exemption (Docket No. FAA-2012-0514.) The petitioner has
shown a substantive interest in the petition and good cause for
additional time to comment. The FAA has determined that reopening the
comment period is consistent with the public interest, and that good
cause exists for taking this action.
    Accordingly, the comment period for the petition for exemption
[Docket No.: FAA-2012-0514] is reopened until July 27, 2012.
    This notice is published pursuant to 14 CFR 11.85.

    Issued in Washington, DC, on July 9, 2012.
Lirio Liu,
Acting Director, Office of Rulemaking.
[FR Doc. 2012-17370 Filed 7-16-12; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 83, Number 119 (Wednesday, June 20, 2018)]
[Rules and Regulations]
[Page 28541]
[FR Doc No: 2018-13236]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 165

[Docket No. USCG-2018-0596]

Safety Zones; Recurring Events in Captain of the Port Duluth
Zone--Cornucopia Annual Fireworks Display

AGENCY: Coast Guard, DHS.

ACTION: Notice of enforcement of regulation.

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SUMMARY: The Coast Guard will enforce the safety zone for the
Cornucopia Annual Fireworks Display in Cornucopia, WI from 9:30 p.m.
through 11:30 p.m. on June 30, 2018. This action is necessary to
protect participants and spectators during the Cornucopia Fireworks
Display. During the enforcement period, entry into, transiting, or
anchoring within the safety zone is prohibited unless authorized by the
Captain of the Port Duluth or their designated on-scene representative.

DATES: The regulations in 33 CFR 165.943(b) will be enforced from 9:30
p.m. through 11:30 p.m. on June 30, 2018, for the Cornucopia Annual
Fireworks Display safety zone, Sec.  165.943(a)(4).

FOR FURTHER INFORMATION CONTACT: If you have questions on this
document, call or email LT John Mack, Chief of Waterways Management,
Coast Guard; telephone<PHONE_NUMBER>, email [email protected].

SUPPLEMENTARY INFORMATION: The Coast Guard will enforce the safety zone
for the annual Cornucopia Annual Fireworks Display in 33 CFR
165.943(a)(4) from 9:30 p.m. through 11:30 p.m. on June 30, 2018 on all
waters of Lake Superior bounded by the arc of a circle with a 300 foot
radius from the fireworks launch site with it center in approximate
position 46[deg]51'35'' N, 091[deg]06'10'' W.
    Entry into, transiting, or anchoring within the safety zone is
prohibited unless authorized by the Captain of the Port Duluth or their
designated on-scene representative. The Captain of the Port Duluth or
their on-scene representative may be contacted via VHF Channel 16.
    This document is issued under authority of 33 CFR 165.943 and 5
U.S.C. 552(a). In addition to this publication in the Federal Register,
the Coast Guard will provide the maritime community with advance
notification of the enforcement of this safety zone via Broadcast
Notice to Mariners.

    Dated: June 14, 2018.
E.E. Williams,
Commander, U.S. Coast Guard, Captain of the Port Duluth.
[FR Doc. 2018-13236 Filed 6-19-18; 8:45 am]
 BILLING CODE 9110-04-P