On February 16, 2012, the NYSE sent out its annual letter reminding NYSE-listed companies of their notification and filing requirements.

Issues covered in the letter include:

  • Exchange notification requirements - requiring notification of record dates to be submitted 10 days prior, recommending meeting dates to be scheduled 30 days after record dates, requiring filing of three definitive copies of proxy materials on or before the date the materials are sent to shareholders, and requiring notification of corporate action events the day they are announced
  • Changes to Rule 452 - announcing adopted changes which remove broker voting privileges of uninstructed shares, including the recent changes to corporate governance proposals as previously discussed in the Securities & Financial News to Note Bulletin, February 6, 2012
  • Annual financial statement requirements - requiring Form 10-Ks, 20-Fs and 40-Fs to be available on (or by link to) all listed company websites or by proper press release
  • Corporate governance requirements - requiring domestic companies to file a Section 303A Annual Written Affirmation and Annual CEO Certification every year (foreign companies only required to file annual written affirmation), limiting board of director classes to a maximum of three, and requiring listed companies to have an annual meeting
  • Transactions requiring supplemental listing applications - requiring a supplemental listing application to be filed for additional share issuances, changes in corporate name or state of incorporation and change in par value or listing of a new security
  • Direct registration system (DRS) requirements - requiring listed companies to be eligible for DRS registration
  • Timely alert requirements - requiring a timely release of information to the public which may materially affect the marketability of the company's securities
  • Listed company manual changes - providing a link to changes in the listing company manual
  • Egovdirect.com - providing a description of egovdirect.com website features including the ability to replace telephonic and hard copy filings with electronic methods

The letter was sent in anticipation of 2012 annual shareholders' meetings.