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, 58473-58475 [2017-26687]
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Federal Register / Vol. 82, No. 237 / Tuesday, December 12, 2017 / Notices
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–CboeBZX–2017–007 and
should be submitted on or before
January 2, 2018.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.15
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–26689 Filed 12–11–17; 8:45 am]
BILLING CODE 8011–01–P
[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
ethrower on DSK3G9T082PROD with NOTICES
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 selfregulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
CFR 200.30–3(a)(12).
U.S.C.78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
1 15
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20:03 Dec 11, 2017
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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
SECURITIES AND EXCHANGE
COMMISSION
15 17
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.
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
PO 00000
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58473
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.
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
4 17
E:\FR\FM\12DEN1.SGM
CFR 14a–6(b).
12DEN1
58474
Federal Register / Vol. 82, No. 237 / Tuesday, December 12, 2017 / Notices
ethrower on DSK3G9T082PROD with NOTICES
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.
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
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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20:03 Dec 11, 2017
Jkt 244001
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.
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.
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
B. Self-Regulatory Organization’s
Statement on Burden on Competition
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.
8 15 U.S.C. 78f(b).
9 15 U.S.C. 78f(b)(5).
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Frm 00097
Fmt 4703
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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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSE–2017–42 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
E:\FR\FM\12DEN1.SGM
12DEN1
Federal Register / Vol. 82, No. 237 / Tuesday, December 12, 2017 / Notices
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 (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 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
Eduardo A. Aleman,
Assistant Secretary.
control access to Department of State
networks and computer systems.
DATES: In accordance with 5 U.S.C.
552a(e)(4) and (11), this system of
records takes effect upon publication,
with the exception of the routine uses
(a) and (b) that are subject to a 30-day
period during which interested persons
may submit comments to the
Department. Please submit any
comments by January 11, 2018.
ADDRESSES: Questions can be submitted
by mail or email. If mail, please write to:
U.S. Department of State; Office of
Global Information Systems, Privacy
Staff; A/GIS/PRV; SA–2, Suite 8100;
Washington, DC 20522–0208. If email,
please address the email to the Chief
Privacy Officer, Margaret P. Grafeld, at
Privacy@state.gov. Please write
‘‘Network User Account Records, State56’’ on the envelope or the subject line
of your email.
FOR FURTHER INFORMATION CONTACT:
Margaret P. Grafeld, Chief Privacy
Officer; U.S. Department of State; Office
of Global Information Services, A/GIS/
PRV; SA–2, Suite 8100; Washington, DC
20522–0208 or 202–261–8300.
SUPPLEMENTARY INFORMATION: The
purpose of this modification is to make
substantive and administrative changes
to the previously published notice. This
notice modifies the following sections of
State-56, Network User Account
Records: System Location, Categories of
Individuals, Routine Uses, Storage,
Safeguards. In addition, this notice
makes administrative updates to the
following sections: Policies and
Procedures for Retrieval of Records,
Record Access Procedures, Notification
Procedures, and History. These changes
reflect the Department’s move to cloud
storage, new OMB guidance, access by
contractors, updated contact
information, and a notice publication
history.
[FR Doc. 2017–26687 Filed 12–11–17; 8:45 am]
SYSTEM NAME AND NUMBER:
BILLING CODE 8011–01–P
Network User Account Records, State56.
SECURITY CLASSIFICATION:
DEPARTMENT OF STATE
Unclassified.
[Public Notice: 10225]
SYSTEM LOCATION:
Privacy Act of 1974; System of
Records
Department of State.
Notice of a Modified System of
Records.
ethrower on DSK3G9T082PROD with NOTICES
AGENCY:
ACTION:
This System of Records
compiles information about Department
of State user accounts to monitor and
SUMMARY:
10 17
20:03 Dec 11, 2017
SYSTEM MANAGER(S):
Chief Information Officer, Bureau of
Information Resource Management,
CFR 200.30–3(a)(12).
VerDate Sep<11>2014
Department of State (‘‘Department’’),
located at 2201 C Street NW,
Washington, DC 20520, and within a
government cloud provided,
implemented, and overseen by the
Department’s Enterprise Server
Operations Center (ESOC), 2201 C Street
NW, Washington, DC 20520.
Jkt 244001
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58475
Department of State, 2201 C Street, NW,
Washington, DC 20520 and can be
reached at either ITServiceCenter@
state.gov or (202) 647–2000.
AUTHORITY FOR MAINTENANCE OF THE SYSTEM:
5 U.S.C. 301; 44 U.S.C. 3544.
PURPOSE(S) OF THE SYSTEM:
To administer Department network
user accounts; to help document and/or
control access to computer systems,
platforms, services, applications, and
databases within a Department network
and Department-authorized cloud
services and applications; to monitor
security of computer systems; to
investigate and make referrals for
disciplinary or other actions if
unauthorized access or inappropriate
usage is suspected or detected; and to
identify the need for training programs.
CATEGORIES OF INDIVIDUALS COVERED BY THE
SYSTEM:
Department of State employees and
other organizational users (examples
include eligible family members, locally
employed staff, contractors, and
personal services contractors) who have
access to Department of State computer
networks and access to cloud computing
applications that are authorized for
processing Department information. The
Privacy Act defines an individual at 5
U.S.C.552a(a)(2) as a United States
citizen or lawful permanent resident.
CATEGORIES OF RECORDS IN THE SYSTEM:
This system of records consists of the
network and application user account
records that Department information
technology systems, applications, and
services compile and maintain about
users of a network and application.
These records include user data such as
the user’s name, system-assigned
username; email address; employee or
other user identification number;
organization code; job title; business
affiliation; work contact information;
systems, applications, or services to
which the individual has access;
systems, applications, or services used;
dates, times, and durations of use;
profile photo; user profile; and IP
address of access. The records also
include system usage files and
directories when they contain
information about specific users.
RECORD SOURCE CATEGORIES:
Individuals about whom the network
user account record is maintained;
information technology systems,
applications, and services within a
Department network that record usage
by individuals assigned a user account
on that network.
E:\FR\FM\12DEN1.SGM
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]]>Agencies
[Federal Register Volume 82, Number 237 (Tuesday, December 12, 2017)]
[Notices]
[Pages 58473-58475]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-26687]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-82225; File No. SR-NYSE-2017-42]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change Amending the NYSE Listed
Company Manual To Modify Its Requirements With Respect to Delivery of
Proxy Materials to the Exchange
December 6, 2017.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act''),\2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that, on November 22, 2017, New York Stock Exchange LLC (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I, II, and III below, which Items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C.78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend the NYSE Listed Company Manual (the
``Manual'') to modify its requirements with respect to delivery of
proxy materials to the Exchange. The proposed rule change is available
on the Exchange's website at www.nyse.com, at the principal office of
the Exchange, and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend the Manual to modify its
requirements with respect to delivery of proxy materials to the
Exchange.
The Manual currently includes two provisions requiring listed
companies to provide physical copies of proxy materials to the
Exchange. Section 204.00(B) requires listed companies to provide six
hard copies of proxy materials not later than the date on which the
material is physically or electronically delivered to shareholders.
Section 402.01 requires listed companies to provide three definitive
copies of the proxy material (together with proxy card) not later than
the date on which such material is sent, or given, to any security
holders.
The Exchange proposes to delete from Section 204.00(B) a provision
stating that listed companies are required to file hard copies of
certain SEC reports and other material (such as proxies) with the
Exchange, as this provision is inconsistent with the Exchange's
proposed revised approach to the review of SEC filings. To that end,
the Exchange proposes to modify Section 204.00(B) so as to require
companies to send hard copy proxy materials to the Exchange only (i) in
the circumstances specified by Section 402.01 in its proposed amended
form and (ii) one hard copy of any filing that is not required to be
filed through EDGAR, including pursuant to a hardship exemption granted
by the SEC.
In addition, the Exchange proposes to amend Section 402.01 to
provide that listed companies will not be required to provide proxy
materials to the Exchange in physical form, provided such proxy
materials are included in an SEC filing available on the SEC's EDGAR
filing system. Any listed company whose proxy materials are available
on EDGAR but not filed pursuant to Schedule 14A under the Act will be
required to provide to the Exchange information sufficient to identify
such filing (by one of the means specified in Section 204.00(A)) not
later than the date on which such material is sent, or given, to any
security holders. Notwithstanding the foregoing, any listed company
whose proxy materials are not included in their entirety (together with
proxy card) in an SEC filing available on EDGAR will continue to be
required to provide three physical copies of any proxy material not
available on EDGAR to the Exchange not later than the date on which
such material is sent, or given, to any security holders, consistent
with the requirements of Rule 14a-6(b) under the Act.\4\ The Exchange
also proposes to correct an erroneous reference to Rule 14-a(6)(c)
[sic] in Section 402.01 to refer instead to part (c) of that rule.
---------------------------------------------------------------------------
\4\ 17 CFR 14a-6(b).
---------------------------------------------------------------------------
The Exchange notes that almost all U.S. domestic listed companies
are subject to the SEC's proxy rules. Those companies are required to
file their proxy materials on the SEC's EDGAR system and the relevant
filings are readily identifiable as being filed under Schedule 14A
under the U.S. proxy rules. Exchange staff receives alerts when filings
are submitted to the SEC and generally reviews proxy materials on EDGAR
shortly after filing. This review has generally been completed long
before the Exchange receives hard copies of proxy materials and the
Exchange therefore has no real need to receive hard copies.
Listed foreign private issuers are not required to comply with the
U.S. proxy rules, although the NYSE does require these companies to
solicit proxies. However, many foreign private issuers furnish and
submit their proxy materials to the SEC as part of a Form 6-K (or, in
the case of foreign private issuers that voluntarily submit periodic
reports applicable to domestic companies, proxy materials may instead
be included in a Form 8-K). As foreign
[[Page 58474]]
private issuers often file or submit a significant number of Forms 6-K
(or Form 8-K, as the case may be) during a year and there is no easy
way to identify which one includes a company's proxy materials, the
Exchange proposes to require listed foreign private issuers to provide
to the Exchange in electronic format the information needed to identify
the submission containing proxy materials. Similarly, domestic
companies occasionally file their proxy materials with the SEC on EDGAR
on forms other than Schedule 14A and which may not be readily
identified by Exchange staff (for example, such material may be
included in a Form S-4 registration statement). The Exchange's proposal
would require such companies to provide electronically to the Exchange
the information needed to identify the applicable filing in which the
proxy material is included. In each of these cases, the information
must be provided by one of the means specified in Section 204.00(A).\5\
However, in the event that an issuer is not required to file its proxy
material on EDGAR (e.g., pursuant to a hardship exemption provided by
the SEC staff \6\) or does not include all of the relevant proxy
material in its entirety in a filing that can be reviewed on EDGAR, the
company must provide three physical copies of all of the proxy material
unavailable on EDGAR to the Exchange not later than the date on which
such material is sent, or given, to any security holders.
---------------------------------------------------------------------------
\5\ Section 204.00 requires that notice must be provided via a
web portal or email address specified by the Exchange on its
website, except in emergency situations, when notification may
instead be provided by telephone and confirmed by facsimile as
specified by the Exchange on its website.
\6\ See 17 CFR 232.201 and .202.
---------------------------------------------------------------------------
The Exchange's proposed approach would ensure that the Exchange
staff will continue to be able to review all listed company proxy
material in a timely manner and without disruption of existing review
procedures. The proposal also has the benefit of eliminating a
significant amount of unnecessary use of paper and of resources devoted
to processing unneeded materials received through the mail.
The Exchange recognizes that Rule 14a-6(b) under the Act requires
listed companies that are subject to the U.S. proxy rules to deliver
hard copies of proxy materials to their listing exchange. In this
regard, the Exchange notes that it has previously been granted no
action relief by the SEC staff in relation to the obligation of listed
companies to provide hard copy material to the Exchange of materials
filed with the SEC via EDGAR, including proxy materials.\7\ At the time
that such no action relief was granted, the Exchange decided not to
rely on it in relation to proxy materials, but believes that it is
appropriate to do so now for the reasons set forth above.
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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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-NYSE-2017-42 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange
[[Page 58475]]
Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2017-42. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (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 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
