Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the Forms of Broker Letters Set Forth in Exchange Rule 451 and Sections 905.02 and 905.03 of the Exchange's Listed Company Manual, 8386-8388 [2011-3177]
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8386
Federal Register / Vol. 76, No. 30 / Monday, February 14, 2011 / Notices
writing within 60 days of this
publication.
Please direct your written comment to
Thomas Bayer, Chief Information
Officer, Securities and Exchange
Commission, C/O Remi Pavlik-Simon,
6432 General Green Way, Alexandria,
Virginia 22312; or send an e-mail to:
PRA_Mailbox@sec.gov.
Dated: February 7, 2011.
Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011–3187 Filed 2–11–11; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
jlentini on DSKJ8SOYB1PROD with NOTICES
Proposed Collection; Comment
Request
Upon Written Request; Copies Available
From: Securities and Exchange
Commission, Office of Investor
Education and Advocacy,
Washington, DC 20549–0213.
Extension:
Rule 433, OMB Control No. 3235–
0617, SEC File No. 270–558.
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the collections of information
summarized below. The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget for approval.
Rule 433 (17 CFR 230.433) governs
the use and filing of free writing
prospectuses under the Securities Act of
1933 (15 U.S.C. 77a et seq.). The
purpose of Rule 433 is to reduce the
restrictions on communications that a
company can make to investors during
a registered offering of its securities,
while maintaining a high level of
investor protection. A free writing
prospectus meeting the conditions of
Rule 433(d)(1) must be filed with the
Commission and is publicly available.
We estimate that it takes approximately
1.3 burden hours per response to
prepare a free writing prospectus and
that the information is filed by 2,906
respondents approximately 1.25 times a
year for a total of 3,633 responses. We
estimate that 25% of the 1.3 burden
hours per response (0.32 hours) is
prepared by the company for total
annual reporting burden of 1,163 hours
(0.32 hours × 3,633 responses).
Written comments are invited on:
(a) Whether this proposed collection of
information is necessary for the
performance of the functions of the
agency, including whether the
VerDate Mar<15>2010
16:38 Feb 11, 2011
Jkt 223001
information will have practical utility;
(b) the accuracy of the agency’s estimate
of the burden imposed by the collection
of information; (c) ways to enhance the
quality, utility, and clarity of the
information collected; and (d) ways to
minimize the burden of the collection of
information on respondents, including
through the use of automated collection
techniques or other forms of information
technology. Consideration will be given
to comments and suggestions submitted
in writing within 60 days of this
publication.
Please direct your written comment to
Thomas A. Bayer, Chief Information
Officer, Securities and Exchange
Commission, C/O Remi Pavlik-Simon,
6432 General Green Way, Alexandria,
Virginia 22312; or send an e-mail to:
PRA_Mailbox@sec.gov.
Dated: February 7, 2011.
Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011–3188 Filed 2–11–11; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–63855; File No. SR–NYSE–
2011–02]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change Amending the
Forms of Broker Letters Set Forth in
Exchange Rule 451 and Sections
905.02 and 905.03 of the Exchange’s
Listed Company Manual
February 7, 2011.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 2 thereunder,
notice is hereby given that on January
26, 2011, New York Stock Exchange
LLC (‘‘NYSE’’ or ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I and II 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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
Exchange Rule 451 and Sections 905.02
and 905.03 of the Exchange’s Listed
Company Manual (the ‘‘Manual’’) to
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
Frm 00054
Fmt 4703
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
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange recently amended
Exchange Rule 452 and Section 402.08
of the Manual to provide that brokers
which are record holders of shares held
in client accounts will no longer be
permitted to vote those shares on
matters relating to executive
compensation.3 This amendment was
made in accordance with the
requirements of Section 957 of the
Dodd-Frank Wall Street Reform and
Consumer Protection Act (the ‘‘DoddFrank Act’’).
Supplementary Material .20 to
Exchange Rule 451 and Sections 905.01,
905.02 and 905.03 contain specimens of
letters containing the information and
instructions required pursuant to the
proxy rules to be given by NYSE
member organizations to clients where
the member organization is the record
holder of shares beneficially owned by
those clients in the circumstances where
a broker (i) may vote on all proposals
without voting instructions (Section
905.01), (ii) may not vote on any
proposals without instructions (Section
905.02), and (iii) may vote on certain
but not all proposals without
instructions (Section 905.03). These
letters are shown as examples and not
as prescribed forms. Member
organizations are permitted to adapt the
3 See Securities Exchange Act Release No. 62874
(September 9, 2011) 75 FR 56152 (September 15,
2011) (SR–NYSE–2011–59).
1 15
PO 00000
amend the forms of letters contained in
those rules to reflect the recent
amendments to the Exchange’s broker
voting rules in relation to executive
compensation proposals. The text of the
proposed rule change is available at the
Exchange, the Commission’s Public
Reference Room, and https://
www.nyse.com.
Sfmt 4703
E:\FR\FM\14FEN1.SGM
14FEN1
Federal Register / Vol. 76, No. 30 / Monday, February 14, 2011 / Notices
form of these letters for their own
purposes provided all of the required
information and instructions are clearly
enumerated in letters to clients.
The Exchange is concerned that many
shareholders receiving proxy materials
from their brokers for meetings
scheduled after effectiveness of the
amendments to the NYSE broker voting
rules in relation to executive
compensation proposals will not be
aware of those amendments and may
therefore assume that the broker as
record holder will vote their shares on
such proposals if they do not return
voting instructions to their broker. The
NYSE believes it is important for as
many shares as possible to be voted on
such proposals and, therefore, believes
it is important to educate retail investors
with respect to the implications of their
failure to return voting instructions
under the amended rules. Consequently,
the Exchange proposes to amend the
forms of letters provided for use in
connection with meetings where the
broker may vote on none of the
proposals before the meeting and
meetings where the broker may vote on
some but not all of the proposals before
the meeting. The proposed amendments
will insert language in those forms to
alert beneficial holders that brokers will
no longer be able to vote uninstructed
shares on executive compensation
matters. To limit the length of the
letters, the Exchange proposes to modify
language previously added with respect
to the fact that brokers could no longer
vote uninstructed shares on the election
of directors for meetings scheduled after
January 1, 2010.4 References to the new
treatment of executive compensation
proposals and director elections will be
combined.
jlentini on DSKJ8SOYB1PROD with NOTICES
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) 5 of the Act, in general, and
furthers the objectives of Section 6(b)(5)
of the Act,6 in particular in that it is
designed to promote just and equitable
principles of trade, to foster cooperation
and coordination with persons engaged
in regulating, clearing, settling,
processing information with respect to,
and facilitating transactions in
securities, to remove impediments to
and perfect the mechanism of a free and
open market and a national market
system, and, in general, to protect
investors and the public interest, and is
4 See Securities Exchange Act Release No. 61046
(November 20, 2009), 74 FR 62849 (December 1,
2009) (SR–NYSE–2009–114).
5 15 U.S.C. 78f(b).
6 15 U.S.C. 78f(b)(5).
VerDate Mar<15>2010
16:38 Feb 11, 2011
Jkt 223001
8387
not designed to permit unfair
discrimination between customers,
issuers, brokers, or dealers. The
Exchange believes that the proposed
amendments are consistent with the
investor protection objectives of the Act
in that their sole purpose is to explain
to shareholders the implications of
failing to provide voting instructions to
their brokers, thereby enabling them to
make a more informed decision with
respect to the exercise of their voting
rights.
Commission shall institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
Electronic Comments
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.
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
Because the proposed rule change:
(i) Does not significantly affect the
protection of investors or the public
interest; (ii) does not impose any
significant burden on competition; and
(iii) does not become operative for 30
days after the date of the filing, or such
shorter time as the Commission may
designate if consistent with the
protection of investors and the public
interest, provided that the selfregulatory organization has given the
Commission written notice of its intent
to file the proposed rule change at least
five business days prior to the date of
filing of the proposed rule change or
such shorter time as designated by the
Commission,7 the proposed rule change
has become effective pursuant to
Section 19(b)(3)(A) of the Exchange
Act 8 and Rule 19b–4(f)(6) thereunder.9
At any time within 60 days of the
filing of the 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
7 The Commission notes that the Exchange has
satisfied the five-day pre-filing requirement.
8 15 U.S.C. 78s(b)(3)(A).
9 17 CFR 240.19b–4(f)(6).
PO 00000
Frm 00055
Fmt 4703
Sfmt 4703
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:
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–NYSE–2011–02 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–NYSE–2011–02. 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 (https://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 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; the
Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–NYSE–
2011–02 and should be submitted on or
before March 7, 2011.
E:\FR\FM\14FEN1.SGM
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8388
Federal Register / Vol. 76, No. 30 / Monday, February 14, 2011 / Notices
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.10
Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011–3177 Filed 2–11–11; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–63856; File No. SR–
NYSEArca–2010–117]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Order Approving a
Proposed Rule Change To List and
Trade Shares of the Grail Western
Asset Ultra Short Duration ETF
February 7, 2011.
I. Introduction
On December 13, 2010, NYSE Arca,
Inc. (‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19b–4
thereunder,2 a proposed rule change to
list and trade shares (‘‘Shares’’) of the
Grail Western Asset Ultra Short
Duration ETF (‘‘ETF’’ or ‘‘Fund’’) under
NYSE Arca Equities Rule 8.600. The
proposed rule change was published for
comment in the Federal Register on
December 28, 2010.3 The Commission
received no comments on the proposal.
This order grants approval of the
proposed rule change.
II. Description of the Proposal
The Exchange proposes to list and
trade the Shares of the Fund under
NYSE Arca Equities Rule 8.600. The
ETF will be an actively managed
exchange traded fund and is a series of
Grail Advisors ETF Trust (‘‘Trust’’). The
Trust is registered with the Commission
as an investment company.4 Grail
Advisors, LLC is the Fund’s investment
manager (‘‘Manager’’). Western Asset
Management Company is the subadviser (‘‘Western Asset’’ or ‘‘SubAdviser’’) of the ETF. The Bank of New
York Mellon Corporation is the
administrator, Fund accountant, transfer
agent and custodian for the ETF. ALPS
Distributors, Inc. serves as the
10 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 See Securities Exchange Act Release No. 63581
(December 20, 2010), 75 FR 81692 (‘‘Notice’’).
4 See Preliminary Prospectus on Form N–1A for
the Trust, dated August 31, 2010 (File Nos. 333–
148082 and 811–22154) (‘‘Registration Statement’’).
The descriptions of the ETF and the Shares
contained herein are based on information in the
Registration Statement.
jlentini on DSKJ8SOYB1PROD with NOTICES
1 15
VerDate Mar<15>2010
16:38 Feb 11, 2011
Jkt 223001
distributor of Creation Units for the
Fund on an agency basis.
The investment objective of the ETF
is maximum current income, consistent
with preservation of capital and daily
liquidity. Under normal circumstances,
the ETF will invest primarily in shortterm, investment grade fixed income
securities. Typically, the ETF will invest
in money market securities and shortterm debt securities, including U.S.
treasuries and agencies, corporate and
bank obligations, asset backed and
mortgage backed instruments,
commercial paper and other highly
rated, short maturity securities. While
the ETF may invest in securities of any
maturity, under normal circumstances,
the average duration of the portfolio is
typically expected to be one year or less.
Duration is a measure of the underlying
portfolio’s price sensitivity to changes
in interest rates.
The ETF invests primarily in
investment grade securities (Baa or
higher by Moody’s; BBB or higher by
Standard & Poor’s) that are rated by at
least one nationally recognized
statistical rating organization rating that
security or, if unrated, determined by
Western Asset to be of comparable
quality. The ETF may invest only in
U.S. dollar-denominated securities.
The ETF may invest in derivative
instruments, such as futures and interest
rate, total return and credit default
swaps.5 The ETF will not invest in nonU.S. equity securities.
The ETF may not invest more than
15% of its net assets in: (1) Illiquid
securities; 6 and (2) unregistered
securities, including Rule 144A
securities (which include time deposits
and repurchase agreements that mature
in more than seven days).7
The ETF may invest in mortgage- or
other asset-backed securities. Mortgage
backed securities in which the Fund
invests will be investment grade.
Mortgage-related securities include
mortgage pass-through securities,
collateralized mortgage obligations
(‘‘CMOs’’), commercial mortgage-backed
securities, mortgage dollar rolls, CMO
residuals, stripped mortgage-backed
securities and other securities that
directly or indirectly represent a
5 Investments in derivatives must be consistent
with the ETF’s investment objective and may only
be used to manage risk and not to enhance leverage.
6 For this purpose, ‘‘illiquid securities’’ are
securities that the ETF may not sell or dispose of
within seven days in the ordinary course of
business at approximately the amount at which the
ETF has valued the securities.
7 See e-mail from Michael Cavalier, Chief
Counsel, NYSE Euronext, to Christopher W. Chow,
Special Counsel, and Andrew Madar, Senior
Special Counsel, Commission, dated February 2,
2011.
PO 00000
Frm 00056
Fmt 4703
Sfmt 4703
participation in, or are secured by and
payable from, mortgage loans on real
property.
Additional information regarding the
Fund and the Shares, the investment
strategies, risks, creation and
redemption procedures, fees, portfolio
holdings and disclosure policies,
distributions and taxes, availability of
information, trading rules and halts, and
surveillance procedures, among other
things, can be found in the Registration
Statement and in the Notice, as
applicable.8
III. Discussion and Commission’s
Findings
The Commission has carefully
reviewed the proposed rule change and
finds that it is consistent with the
requirements of Section 6 of the Act 9
and the rules and regulations
thereunder applicable to a national
securities exchange.10 In particular, the
Commission finds that the proposal is
consistent with Section 6(b)(5) of the
Act,11 which requires, among other
things, that the Exchange’s rules be
designed to promote just and equitable
principles of trade, 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. The Commission notes
that the Shares must comply with the
requirements of NYSE Arca Equities
Rule 8.600 to be listed and traded on the
Exchange.
The Commission finds that the
proposal to list and trade the Shares on
the Exchange is consistent with Section
11A(a)(1)(C)(iii) of the Act,12 which sets
forth Congress’ finding that it is in the
public interest and appropriate for the
protection of investors and the
maintenance of fair and orderly markets
to assure the availability to brokers,
dealers, and investors of information
with respect to quotations for and
transactions in securities. Quotation and
last-sale information regarding the
Shares will be disseminated through the
facilities of the Consolidated Tape
Association. In addition, an estimated
value, defined in NYSE Arca Equities
Rule 8.600 as the Portfolio Indicative
Value (‘‘PIV’’) that reflects an estimated
intraday value of the ETF’s portfolio,
will be updated and disseminated by
8 See Notice and Registration Statement, supra
notes 3 and 4.
9 15 U.S.C. 78f.
10 In approving this proposed 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).
11 17 U.S.C. 78f(b)(5).
12 15 U.S.C. 78k–1(a)(1)(C)(iii).
E:\FR\FM\14FEN1.SGM
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]]>Agencies
[Federal Register Volume 76, Number 30 (Monday, February 14, 2011)]
[Notices]
[Pages 8386-8388]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-3177]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-63855; File No. SR-NYSE-2011-02]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Amending the Forms of Broker Letters Set Forth in Exchange Rule 451 and
Sections 905.02 and 905.03 of the Exchange's Listed Company Manual
February 7, 2011.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 \2\ thereunder, notice is hereby given
that on January 26, 2011, New York Stock Exchange LLC (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
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.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 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 Exchange Rule 451 and Sections
905.02 and 905.03 of the Exchange's Listed Company Manual (the
``Manual'') to amend the forms of letters contained in those rules to
reflect the recent amendments to the Exchange's broker voting rules in
relation to executive compensation proposals. The text of the proposed
rule change is available at the Exchange, the Commission's Public
Reference Room, and https://www.nyse.com.
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
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange recently amended Exchange Rule 452 and Section 402.08
of the Manual to provide that brokers which are record holders of
shares held in client accounts will no longer be permitted to vote
those shares on matters relating to executive compensation.\3\ This
amendment was made in accordance with the requirements of Section 957
of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
``Dodd-Frank Act'').
---------------------------------------------------------------------------
\3\ See Securities Exchange Act Release No. 62874 (September 9,
2011) 75 FR 56152 (September 15, 2011) (SR-NYSE-2011-59).
---------------------------------------------------------------------------
Supplementary Material .20 to Exchange Rule 451 and Sections
905.01, 905.02 and 905.03 contain specimens of letters containing the
information and instructions required pursuant to the proxy rules to be
given by NYSE member organizations to clients where the member
organization is the record holder of shares beneficially owned by those
clients in the circumstances where a broker (i) may vote on all
proposals without voting instructions (Section 905.01), (ii) may not
vote on any proposals without instructions (Section 905.02), and (iii)
may vote on certain but not all proposals without instructions (Section
905.03). These letters are shown as examples and not as prescribed
forms. Member organizations are permitted to adapt the
[[Page 8387]]
form of these letters for their own purposes provided all of the
required information and instructions are clearly enumerated in letters
to clients.
The Exchange is concerned that many shareholders receiving proxy
materials from their brokers for meetings scheduled after effectiveness
of the amendments to the NYSE broker voting rules in relation to
executive compensation proposals will not be aware of those amendments
and may therefore assume that the broker as record holder will vote
their shares on such proposals if they do not return voting
instructions to their broker. The NYSE believes it is important for as
many shares as possible to be voted on such proposals and, therefore,
believes it is important to educate retail investors with respect to
the implications of their failure to return voting instructions under
the amended rules. Consequently, the Exchange proposes to amend the
forms of letters provided for use in connection with meetings where the
broker may vote on none of the proposals before the meeting and
meetings where the broker may vote on some but not all of the proposals
before the meeting. The proposed amendments will insert language in
those forms to alert beneficial holders that brokers will no longer be
able to vote uninstructed shares on executive compensation matters. To
limit the length of the letters, the Exchange proposes to modify
language previously added with respect to the fact that brokers could
no longer vote uninstructed shares on the election of directors for
meetings scheduled after January 1, 2010.\4\ References to the new
treatment of executive compensation proposals and director elections
will be combined.
---------------------------------------------------------------------------
\4\ See Securities Exchange Act Release No. 61046 (November 20,
2009), 74 FR 62849 (December 1, 2009) (SR-NYSE-2009-114).
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) \5\ of the Act, in general, and furthers the
objectives of Section 6(b)(5) of the Act,\6\ in particular in that it
is designed to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest,
and is not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers. The Exchange believes that the proposed
amendments are consistent with the investor protection objectives of
the Act in that their sole purpose is to explain to shareholders the
implications of failing to provide voting instructions to their
brokers, thereby enabling them to make a more informed decision with
respect to the exercise of their voting rights.
---------------------------------------------------------------------------
\5\ 15 U.S.C. 78f(b).
\6\ 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 purposes of the Act.
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
Because the proposed rule change: (i) Does not significantly affect
the protection of investors or the public interest; (ii) does not
impose any significant burden on competition; and (iii) does not become
operative for 30 days after the date of the filing, or such shorter
time as the Commission may designate if consistent with the protection
of investors and the public interest, provided that the self-regulatory
organization has given the Commission written notice of its intent to
file the proposed rule change at least five business days prior to the
date of filing of the proposed rule change or such shorter time as
designated by the Commission,\7\ the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Exchange Act \8\ and
Rule 19b-4(f)(6) thereunder.\9\
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\7\ The Commission notes that the Exchange has satisfied the
five-day pre-filing requirement.
\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b-4(f)(6).
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At any time within 60 days of the filing of the 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 to
determine whether the proposed rule change should be approved or
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 (https://www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-NYSE-2011-02 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2011-02. 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 (https://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 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; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-NYSE-2011-02 and should be
submitted on or before March 7, 2011.
[[Page 8388]]
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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Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011-3177 Filed 2-11-11; 8:45 am]
BILLING CODE 8011-01-P
