The SEC has published a notice to solicit comments on proposed rule changes by the New York Stock Exchange to its Listed Company Manual.
The NYSE’s proposed rule changes would require listed companies to utilize a web portal operated by the NYSE, www.egovdirect.com, or a designated email address when providing certain notices to the NYSE as required under its Listed Company Manual. The current listing requirements require notification via various methods, such as fax, telephone, telegram, letter, or email, that vary depending on the event requiring notification. The proposed rules would apply to some, but not all, of the events requiring notification by the Listed Company Manual, including: fixing a date for the closing of transfer books or taking of a record of shareholders; any dividend action or action related to a stock distribution; fixing a date for any meeting of shareholders; publicity and notice of partial or full redemptions; setting a date for any meeting of shareholders; and notification by the transfer agents of shares outstanding at the end of each calendar quarter. The proposals also provide that, in emergency situations, notification may be provided by telephone and confirmed by fax.
The NYSE also proposed two clarifying changes. First, where material corporate developments are disclosed between 9:00 a.m. and 5:00 p.m. EST, the proposed rules clarify that verbal communication should be given to the NYSE at least 10 minutes before the public release of information and a copy of the text of the announcement should transmitted via the proposed web-based notification procedures at least 10 minutes before the release of the information. Second, the proposed rules would make changes to make clear that notices of redemption should be made by telephone and a web-based transmission of text in accordance with the proposed rules, by removing the requirement of delivering notices of redemption by hand.
Finally, the proposal would reduce the number of copies of a proxy statement that a listed company is required to submit from six to three and would make certain other administrative changes.
Comments on the proposed rules are due by December 18, 2012.