Notice2022-24957
Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Update and Harmonize the Exchange's Reimbursement Schedule for Forwarding Proxy and Other Issuer Material
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
November 16, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 220 (Wednesday, November 16, 2022)</title>
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[Federal Register Volume 87, Number 220 (Wednesday, November 16, 2022)]
[Notices]
[Pages 68781-68783]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-24957]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-96296; File No. SR-NYSEAMER-2022-51]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Update
and Harmonize the Exchange's Reimbursement Schedule for Forwarding
Proxy and Other Issuer Material
November 10, 2022.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on November 4, 2022, NYSE American LLC (``NYSE American'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. The Exchange
has designated the proposed rule change as constituting a ``non-
controversial'' rule change under paragraph (f)(6) of Rule 19b-4 under
the Act,\3\ which renders the proposal effective upon receipt of this
filing by the Commission. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend NYSE American Rules 576, 585, 451--
Equities and 465--Equities, and the related provisions of Section 722
of the NYSE American Company Guide (the ``Company Guide''), which
provide a schedule for the reimbursement of expenses by issuers to NYSE
American member organizations for the processing of proxy materials and
other issuer communications provided to investors holding securities in
street name.\4\ The proposed rule change is available on the Exchange's
website at <a href="http://www.nyse.com">www.nyse.com</a>, at the principal office of the Exchange, and
at the Commission's Public Reference Room.
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\4\ The Exchange notes that the proposed schedule for the
reimbursement of expenses was first adopted by the New York Stock
Exchange and FINRA in 2014 and has been applied industry wide since
that time, as intended. See, infra, Footnote 5. This rule proposal
does not propose any changes to that schedule. Instead, this
proposal seeks only to make conforming changes to the Exchange's
rules and the Company Guide.
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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
1. Purpose
The Exchange proposes to amend NYSE American Rules 576, 585, 451--
Equities and 465--Equities, and the related provisions of Section 722
of the NYSE American Company Guide, which provide a schedule for the
reimbursement of expenses by issuers to NYSE American member
organizations for the processing of proxy materials and other issuer
communications provided to investors holding securities in street name.
The proposed amendments to Rules 576, 585, 451--Equities and 465--
Equities and Section 722 of the Company Guide will conform NYSE
American's reimbursement schedule to one previously adopted by the New
York Stock Exchange LLC (the ``NYSE'').\5\ The NYSE adopted the changes
to its reimbursement schedule upon the recommendation of the Proxy Fee
Advisory Committee (``PFAC'' or the ``Committee'') which was formed in
2010 to review the then-existing fee structure and report its findings
to the NYSE.\6\
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\5\ See Securities Exchange Act Release No. 70720, October 18,
2013, 78 FR 63530, October 24, 2013, approving SR-NYSE-2013-07 (the
``NYSE Approval Order'') and Securities Exchange Act Release No.
71273, January 9, 2014, 79 FR 2702, January 15, 2014 (SR-NYSE-2013-
83). FINRA has adopted a fee structure identical to the schedule
that was adopted by the NYSE. See Securities Exchange Act Release
No. 71272, January 9, 2014, 79 FR 2741, January 15, 2014 (SR-FINRA-
2013-056).
\6\ The NYSE Approval Order contained discussion, and
corresponding rule text, related to enhanced brokers' internet
platforms. The Exchange is not proposing to adopt the portion of
NYSE Rule 451 related to the Enhanced Brokers' internet Platform Fee
as that fee expired in 2018 and is no longer relevant.
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The Exchange notes that Rules 576 and 585 duplicate Rules 451--
Equities and 465--Equities. Rules 576 and 585 appear in the ``Office
Rules'' section of
[[Page 68782]]
the NYSE American Rule Book and are legacy to the American Stock
Exchange LLC (a predecessor entity to the Exchange; references
hereafter to the Exchange will refer to the American Stock Exchange LLC
or NYSE American LLC, as applicable). NYSE Euronext, the then-owner of
the NYSE, acquired the Exchange in 2008. In connection with that
acquisition, trading in securities listed on the Exchange was
transferred onto the trading platform used by the NYSE. To facilitate
that transfer, the Exchange adopted certain NYSE equity trading rules,
including Rules 451--Equities and 465--Equities, which appear in the
``Equities Rules'' section of the NYSE American Rule Book.\7\ To
eliminate confusion, the Exchange proposes to adopt the proposed
revised schedule for reimbursement in Rules 451--Equities (which
corresponds to the comparable NYSE rule) and amend Rules 576, 585 and
465--Equities to provide a cross reference to the applicable provisions
of Rule 451--Equities.
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\7\ SEC Release No. 58705, October 1, 2008, 73 FR 58995, October
8, 2008, approving SR-Amex-2008-63.
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2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Securities Exchange Act of 1934 (the ``Act'') generally.\8\
Section 6(b)(4) \9\ requires that exchange rules provide for the
equitable allocation of reasonable dues, fees, and other charges among
its members and issuers and other persons using the facilities of an
exchange. Section 6(b)(5) \10\ requires, among other things, that
exchange rules promote just and equitable principles of trade and that
they are not designed to permit unfair discrimination between issuers,
brokers or dealers. Section 6(b)(8) \11\ prohibits any exchange rule
from imposing any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act.
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\8\ 15 U.S.C. 78f(b).
\9\ 15 U.S.C. 78f(b)(4).
\10\ 15 U.S.C. 78f(b)(5).
\11\ 15 U.S.C. 78f(b)(8).
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As amended, Rules 576, 585, 451--Equities and 465--Equities will be
substantively identical to NYSE Rules 451 and 465 and FINRA Rule 2251.
The Commission has previously found that NYSE Rules 451 and 465 and
FINRA Rule 2251 are consistent with Section 6(b) of the Act, generally,
and Sections 6(b)(4) and 6(b)(5), in particular.\12\ As the proposed
amendments to Rules 576, 585, 451--Equities and 465--Equities will
simply conform such rules to the corresponding, and previously
approved, rules of the NYSE and FINRA, the Exchange believes that its
proposal is consistent with Section 6(b) of the Act.
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\12\ See, supra, Footnote 5.
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange believes that Rules 576, 585, 451--Equities and 465--
Equities as amended by the proposed amendments do not impose any
burdens on competition. As amended, Rules 576, 585, 451--Equities and
465--Equities will be substantively identical to NYSE Rules 451 and 465
and FINRA Rule 2251. The Commission has previously found that NYSE
Rules 451 and 465 and FINRA Rule 2251 do not impose any burden on
competition.\13\ Therefore, the Exchanges believes that the amendments
to NYSE Rules 451 and 465 and FINRA Rule 2251 will similarly not impose
any burden on competition.
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\13\ Id.
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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 foregoing proposed rule change does not: (i)
significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
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, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \14\ and Rule 19b-
4(f)(6) \15\ thereunder.
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\14\ 15 U.S.C. 78s(b)(3)(A).
\15\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of 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.
The Exchange has satisfied this requirement.
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A proposed rule change filed under Rule 19b-4(f)(6) \16\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\17\ the Commission
may designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposed
rule change may become operative upon filing. The Exchange states that
waiver of the operative delay will not significantly affect the
protection of investors and the public interest because it will ensure
regulatory clarity and harmonization with respect to proxy rate
reimbursement. Further, the Exchange states the proposed schedule of
reimbursement is already being applied industry-wide and this proposal
seeks only to conform the Exchange's rules with those of NYSE and
FINRA. For these reasons, and because the proposed rule change does not
raise any novel regulatory issues, the Commission believes that waiving
the 30-day operative delay is consistent with the protection of
investors and the public interest. Therefore, the Commission hereby
waives the operative delay and designates the proposal operative upon
filing.\18\
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\16\ 17 CFR 240.19b-4(f)(6).
\17\ 17 CFR 240.19b-4(f)(6)(iii).
\18\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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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 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
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#ea989f868fc7898587878f849e99aa998f89c48d859c"><span class="__cf_email__" data-cfemail="e597908980c8868a8888808b9196a5968086cb828a93">[email protected]</span></a>. Please include
File Number SR-NYSEAMER-2022-51 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSEAMER-2022-51. This
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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 (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
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 a.m. and 3
p.m. Copies of such 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-NYSEAMER-2022-51 and should be submitted
on or before December 7, 2022.
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\19\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-24957 Filed 11-15-22; 8:45 am]
BILLING CODE 8011-01-P
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