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NYSE Proposes to Modify Rules Regarding Delivery of Proxy Materials to Exchange

by   |   December 13, 2017

The NYSE has filed a proposed rule with the SEC to amend the NYSE Listed Company Manual to modify requirements with respect to delivery of proxy materials to the NYSE.  Currently Section 204.00(B) of the Manual 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 of the Manual currently 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 NYSE 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 NYSE. In addition, the Exchange proposes to modify Section 204.00(B) to require companies to send hard copy proxy materials to the Exchange only:

  • in the circumstances specified by revised Section 402.01 as discussed below, and
  • one hard copy of any filing that is not required to be filed through EDGAR, such as pursuant to a hardship exemption granted by the SEC.

The NYSE also proposes to amend Section 402.01 to provide that listed companies will not be required to provide proxy materials to the NYSE in physical form, provided the 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 the NYSE information sufficient to identify such filing by designated means not later than the date on which such material is sent, or given, to any security holders. In addition, 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 NYSE not later than the date on which such material is sent, or given, to any security holders.