Notice2023-05033
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change To Adopt New NYSE Arca Rule 5.3-E(p) To Establish Listing Standards Related to Recovery of Erroneously Awarded Incentive-Based Executive Compensation
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
March 13, 2023
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 88 Issue 48 (Monday, March 13, 2023)</title>
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[Federal Register Volume 88, Number 48 (Monday, March 13, 2023)]
[Notices]
[Pages 15495-15499]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-05033]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-97053; File No. SR-NYSEARCA-2023-20]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change To Adopt New NYSE Arca Rule 5.3-E(p) To
Establish Listing Standards Related to Recovery of Erroneously Awarded
Incentive-Based Executive Compensation
March 7, 2023.
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 February 24, 2023, NYSE Arca, Inc. (``NYSE Arca'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``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.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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[[Page 15496]]
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to adopt new Rule 5.3-E(p) to require issuers
to develop and implement a policy providing for the recovery of
erroneously awarded incentive-based compensation received by current or
former executive officers. 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.
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
On October 26, 2022, the Securities and Exchange Commission
(``SEC'') adopted a new rule and rule amendments \4\ to implement
Section 954 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 (``Dodd-Frank Act''),\5\ which added Section 10D
to the Act.\6\ In accordance with Section 10D of the Act, the final
rules direct the national securities exchanges and associations that
list securities to establish listing standards that require each issuer
to develop and implement a policy providing for the recovery, in the
event of a required accounting restatement, of incentive-based
compensation received by current or former executive officers where
that compensation is based on the erroneously reported financial
information. The listing standards must also require the disclosure of
the policy. Additionally, the final rules require a listed issuer to
file the policy as an exhibit to its annual report and to include other
disclosures in the event a recovery analysis is triggered under the
policy.
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\4\ See Release Nos. 33-11126; 34-96159; IC- 34732; File No. S7-
12-15; 87 FR 73076 (November 28, 2022).
\5\ 2 Public Law 111-203, 124 Stat. 1900 (2010).
\6\ 15 U.S.C. 78j-4.
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Specifically, the rule amendments the SEC adopted pursuant to
Section 10D of the Act \7\ require specific disclosure of the listed
issuer's policy on recovery of incentive-based compensation and
information about actions taken pursuant to such recovery policy. Rule
10D-1 requires listing exchanges to require that listed issuers file
all disclosures with respect to their recovery policies in accordance
with the requirements of the Federal securities laws, including the
disclosures required by the applicable SEC filings. The rule amendments
require listing exchanges to require each listed issuer to: (i) file
their written recovery policies as exhibits to their annual reports;
(ii) indicate by check boxes on their annual reports whether the
financial statements included in the filings reflect correction of an
error to previously issued financial statements and whether any of
those error corrections are restatements that required a recovery
analysis; and (iii) disclose any actions they have taken pursuant to
such recovery policies.
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\7\ See footnote 5 supra.
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Rule 10D-1 requires that the issuer will recover reasonably
promptly the amount of erroneously awarded incentive-based compensation
in the event that the issuer is required to prepare an accounting
restatement due to the material noncompliance of the issuer with any
financial reporting requirements under the securities laws. In the
adopting release for Rule 10D-1, the SEC states that the issuer and its
directors and officers must comply with this requirement in a manner
that is consistent with the exercise of their fiduciary duty to
safeguard the assets of the issuer (including the time value of any
potentially recoverable compensation). The issuer's obligation to
recover erroneously awarded incentive based compensation reasonably
promptly will be assessed on a holistic basis with respect to each such
accounting restatement prepared by the issuer. In evaluating whether an
issuer is recovering erroneously awarded incentive-based compensation
reasonably promptly, the Exchange will consider whether the issuer is
pursuing an appropriate balance of cost and speed in determining the
appropriate means to seek recovery, and whether the issuer is securing
recovery through means that are appropriate based on the particular
facts and circumstances of each executive officer that owes a
recoverable amount.
Rule 10D-1 became effective on January 27, 2023. Exchanges are
required to file proposed listing standards no later than February 27,
2023, and the listing standards must be effective no later than
November 28, 2023. Issuers subject to such listing standards will be
required to adopt a recovery policy no later than 60 days following the
date on which the applicable listing standards become effective.
Proposed NYSE Arca Rule
NYSE Arca proposes to comply with Rule 10D-1 by adopting proposed
Rule 5.3-E(p). Proposed Rule 5.3-E(p) is designed to conform closely to
the applicable language of Rule 10D-1. Proposed Rule 5.3-E(p) would
prohibit the initial or continued listing of any security of an issuer
that is not in compliance with the requirements of any portion thereof.
Implementation
Proposed Rule 5.3-E(p)(B) would establish the timeframe within
which listed companies must comply with proposed Rule 5.3-E(p).
Specifically:
<bullet> Each listed issuer must adopt the recovery policy required
by proposed Rule 5.3-E(p) (``Recovery Policy'') no later than 60 days
from the adoption of the proposed listing standard (``Effective
Date'').
<bullet> Each listed issuer must comply with its Recovery Policy
for all incentive-based compensation Received (as such term is defined
in proposed Rule 5.3-E(p)(E) as set forth below) by executive officers
on or after the Effective Date that results from attainment of a
financial reporting measure based on or derived from financial
information for any fiscal period ending on or after the Effective
Date.
<bullet> Each listed issuer must provide the required disclosures
in the applicable SEC filings required on or after the Effective Date.
Requirements of Proposed Rule
The requirements of proposed Rule 5.3-E(p) would be as follows:
<bullet> The issuer must adopt and comply with a written Recovery
Policy providing that the issuer will recover reasonably promptly the
amount of erroneously awarded incentive-based compensation in the event
that the issuer is required to prepare an accounting restatement due to
the material noncompliance of the issuer with any financial reporting
requirement under the securities laws, including any required
accounting restatement to correct an error in
[[Page 15497]]
previously issued financial statements that is material to the
previously issued financial statements, or that would result in a
material misstatement if the error were corrected in the current period
or left uncorrected in the current period.
<bullet> The issuer's Recovery Policy must apply to all incentive-
based compensation received by a person:
[cir] After beginning service as an executive officer;
[cir] Who served as an executive officer at any time during the
performance period for that incentive-based compensation;
[cir] While the issuer has a class of securities listed on a
national securities exchange or a national securities association; and
[cir] During the three completed fiscal years immediately preceding
the date that the issuer is required to prepare an accounting
restatement as described in paragraph (C)(1) of proposed Rule 5.3-E(p).
In addition to these last three completed fiscal years, the Recovery
Policy must apply to any transition period (that results from a change
in the issuer's fiscal year) within or immediately following those
three completed fiscal years. However, a transition period between the
last day of the issuer's previous fiscal year end and the first day of
its new fiscal year that comprises a period of nine to 12 months would
be deemed a completed fiscal year. An issuer's obligation to recover
erroneously awarded compensation is not dependent on if or when the
restated financial statements are filed.
<bullet> For purposes of determining the relevant recovery period,
the date that an issuer is required to prepare an accounting
restatement as described in paragraph (C)(1) of Rule 5.3-E(p) is the
earlier to occur of:
[cir] The date the issuer's board of directors, a committee of the
board of directors, or the officer or officers of the issuer authorized
to take such action if board action is not required, concludes, or
reasonably should have concluded, that the issuer is required to
prepare an accounting restatement as described in paragraph (C)(1) of
proposed Rule 5.3-E(p); or
[cir] The date a court, regulator, or other legally authorized body
directs the issuer to prepare an accounting restatement as described in
paragraph (C)(1) of proposed Rule 5.3-E(p).
<bullet> The amount of incentive-based compensation that must be
subject to the issuer's Recovery Policy (``erroneously awarded
compensation'') is the amount of incentive-based compensation received
that exceeds the amount of incentive-based compensation that otherwise
would have been received had it been determined based on the restated
amounts, and must be computed without regard to any taxes paid. For
incentive-based compensation based on stock price or total shareholder
return, where the amount of erroneously awarded compensation is not
subject to mathematical recalculation directly from the information in
an accounting restatement:
[cir] The amount must be based on a reasonable estimate of the
effect of the accounting restatement on the stock price or total
shareholder return upon which the incentive-based compensation was
received; and
[cir] The issuer must maintain documentation of the determination
of that reasonable estimate and provide such documentation to the
Exchange.
<bullet> The issuer must recover erroneously awarded compensation
in compliance with its Recovery Policy except to the extent that the
conditions in one of the three bullets set forth below are met, and the
issuer's committee of independent directors responsible for executive
compensation decisions, or in the absence of such a committee, a
majority of the independent directors serving on the board, has made a
determination that recovery would be impracticable.
[cir] The direct expense paid to a third party to assist in
enforcing the policy would exceed the amount to be recovered. Before
concluding that it would be impracticable to recover any amount of
erroneously awarded compensation based on expense of enforcement, the
issuer must make a reasonable attempt to recover such erroneously
awarded compensation, document such reasonable attempt(s) to recover,
and provide that documentation to the Exchange.
[cir] Recovery would violate home country law where that law was
adopted prior to November 28, 2022. Before concluding that it would be
impracticable to recover any amount of erroneously awarded compensation
based on violation of home country law, the issuer must obtain an
opinion of home country counsel, acceptable to the Exchange, that
recovery would result in such a violation, and must provide such
opinion to the Exchange.
[cir] Recovery would likely cause an otherwise tax-qualified
retirement plan, under which benefits are broadly available to
employees of the registrant, to fail to meet the requirements of 26
U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
<bullet> The issuer is prohibited from indemnifying any executive
officer or former executive officer against the loss of erroneously
awarded compensation.
Disclosure in SEC Filings
The issuer must file all disclosures with respect to such Recovery
Policy in accordance with the requirements of the Federal securities
laws, including the disclosure required by the applicable Commission
filings.
General Exemptions
The requirements of proposed Rule 5.3-E(p) would not apply to the
listing of:
<bullet> A security futures product cleared by a clearing agency
that is registered pursuant to section 17A of the Act \8\ or that is
exempt from the registration requirements of section 17A(b)(7)(A); \9\
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\8\ 15 U.S.C. 78q-1.
\9\ 15 U.S.C. 78q-1(b)(7)(A).
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<bullet> A standardized option, as defined in 17 CFR 240.9b-
1(a)(4), issued by a clearing agency that is registered pursuant to
section 17A of the Act; \10\
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\10\ 15 U.S.C. 78q-1.
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<bullet> Any security issued by a unit investment trust, as defined
in 15 U.S.C. 80a-4(2); (4) Any security issued by a management company,
as defined in 15 U.S.C. 80a-4(3), that is registered under section 8 of
the Investment Company Act of 1940,\11\ if such management company has
not awarded incentive-based compensation to any executive officer of
the company in any of the last three fiscal years, or in the case of a
company that has been listed for less than three fiscal years, since
the listing of the company.
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\11\ 15 U.S.C. 80a-8.
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Definitions Under Proposed Rule 5.3-E(p)
Unless the context otherwise requires, the following definitions
apply for purposes of proposed Rule 5.3-E(p):
Executive Officer. An executive officer is the issuer's president,
principal financial officer, principal accounting officer (or if there
is no such accounting officer, the controller), any vice-president of
the issuer in charge of a principal business unit, division, or
function (such as sales, administration, or finance), any other officer
who performs a policy-making function, or any other person who performs
similar policy-making functions for the issuer. Executive officers of
the issuer's parent(s) or subsidiaries are deemed executive officers of
the issuer if they perform such policy making functions for the issuer.
In addition, when the issuer is a limited partnership, officers or
employees of the general partner(s) who perform policy-making functions
[[Page 15498]]
for the limited partnership are deemed officers of the limited
partnership. When the issuer is a trust, officers, or employees of the
trustee(s) who perform policy-making functions for the trust are deemed
officers of the trust. Policy-making function is not intended to
include policy-making functions that are not significant.
Identification of an executive officer for purposes of Rule 5.3-E(p)
would include at a minimum executive officers identified pursuant to 17
CFR 229.401(b).
Financial reporting measures. Financial reporting measures are
measures that are determined and presented in accordance with the
accounting principles used in preparing the issuer's financial
statements, and any measures that are derived wholly or in part from
such measures. Stock price and total shareholder return are also
financial reporting measures. A financial reporting measure need not be
presented within the financial statements or included in a filing with
the Commission.
Incentive-based compensation. Incentive-based compensation is any
compensation that is granted, earned, or vested based wholly or in part
upon the attainment of a financial reporting measure.
Received. Incentive-based compensation is deemed received in the
issuer's fiscal period during which the financial reporting measure
specified in the incentive-based compensation award is attained, even
if the payment or grant of the incentive-based compensation occurs
after the end of that period.
Delisting
The Exchange proposes to adopt new Rule 5.3-E(p)(F)
(``Noncompliance with Rule 5.3-E(p) (Erroneously Awarded
Compensation)'').
Proposed Rule 5.3-E(p)(F)(i) would provide that in any case where
the Exchange determines that a listed issuer has not recovered
erroneously-awarded compensation as required by its Recovery Policy
reasonably promptly after such obligation is incurred, trading in all
listed securities of such listed issuer would be immediately suspended
and the Exchange would immediately commence delisting procedures with
respect to all such listed securities. Rule 10D-1 does not specify the
time by which the issuer must complete the recovery of excess
incentive-based compensation, NYSE Arca would however determine whether
the steps an issuer is taking constitute compliance with its
compensation Recovery Policy. A listed issuer will be subject to the
procedures outlined in Rule 5.5-E(a) with respect to such a delisting
determination.
Proposed Rule 5.3-E(p)(F)(ii) would deem a listed issuer to be
below standards in the event of any failure by such listed issuer to
adopt its required Recovery Policy by the Effective Date (a ``Late
Recovery Policy Adoption Delinquency''). The listed issuer would be
required to notify the Exchange in writing within five days of the
Effective Date if it fails to adopt its Recovery Policy by that date.
Upon the occurrence of a Late Recovery Policy Adoption Delinquency,
the Exchange will promptly send written notification (the ``Late
Recovery Policy Adoption Delinquency Notification'') to a listed issuer
of the procedures set forth below. Within five days of the date of the
Late Recovery Policy Adoption Delinquency Notification, the listed
issuer will be required to (a) contact the Exchange to discuss the
status of the delayed Recovery Policy and (b) issue a press release
disclosing the occurrence of the Late Recovery Policy Adoption
Delinquency, the reason for the Late Recovery Policy Adoption
Delinquency and, if known, the anticipated date such Late Recovery
Policy Adoption Delinquency will be cured. If the listed issuer has not
issued the required press release within five days of the date of the
Late Recovery Policy Adoption Delinquency Notification, the Exchange
will issue a press release stating that the issuer has incurred a Late
Recovery Policy Adoption Delinquency.
During the six-month period from the date of the Late Recovery
Policy Adoption Delinquency (the ``Initial Late Recovery Policy
Adoption Cure Period''), the Exchange will monitor the listed issuer
and the status of the delayed Recovery Policy, including through
contact with the company, until the Late Recovery Policy Adoption
Delinquency is cured. If the listed issuer fails to cure the Late
Recovery Policy Adoption Delinquency within the Initial Late Recovery
Policy Adoption Cure Period, the Exchange may, in the Exchange's sole
discretion, allow the company's securities to be traded for up to an
additional six-month period (the ``Additional Late Recovery Policy
Adoption Cure Period'') depending on the company's specific
circumstances. If the Exchange determines that an Additional Late
Recovery Policy Adoption Cure Period is not appropriate, suspension and
delisting procedures will commence in accordance with the procedures
set out in Rule 5.5-E(a). Notwithstanding the foregoing, however, the
Exchange may in its sole discretion decide (i) not to afford a listed
issuer any Initial Late Recovery Policy Adoption Cure Period or
Additional Late Recovery Policy Adoption Cure Period, as the case may
be, at all or (ii) at any time during the Initial Late Recovery Policy
Adoption Cure Period or Additional Late Recovery Policy Adoption Cure
Period, to truncate the Initial Cure Period or Additional Cure Period,
as the case may be, and immediately commence suspension and delisting
procedures if the listed issuer is subject to delisting pursuant to any
other provision of the Rules, including if the Exchange believes, in
the Exchange's sole discretion, that continued listing and trading of a
company's securities on the Exchange is inadvisable or unwarranted. The
Exchange may also commence suspension and delisting procedures without
affording any cure period at all or at any time during the Initial Late
Recovery Policy Adoption Cure Period or Additional Late Recovery Policy
Adoption Cure Period if the Exchange believes, in the Exchange's sole
discretion, that it is advisable to do so on the basis of an analysis
of all relevant factors.
In determining whether an Additional Late Recovery Policy Adoption
Cure Period after the expiration of the Initial Late Recovery Policy
Adoption Cure Period is appropriate, the Exchange will consider the
likelihood that the delayed Recovery Policy can be adopted during the
Additional Late Recovery Policy Adoption Cure Period. If the Exchange
determines that an Additional Late Recovery Policy Adoption Cure Period
is appropriate and the listed issuer fails to adopt a Recovery Policy
by the end of such Additional Late Recovery Policy Adoption Cure
Period, suspension and delisting procedures will commence immediately
in accordance with the procedures set out in Rule 5.5-E(a). In no event
will the Exchange continue to trade a company's securities if that
listed issuer has failed to cure its Late Recovery Policy Adoption
Delinquency on the date that is twelve months after the commencement of
the company's Late Recovery Policy Adoption Delinquency.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\12\ in general, and furthers the
objectives of Section 6(b)(5) of the Act \13\ in particular, in that it
is designed to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged
[[Page 15499]]
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 Exchange believes that
proposed new Rule 5.3-E(p) is consistent with the protection of
investors and the public interest because it furthers the goal of
ensuring the accuracy of the financial disclosure of listed issuers.
Specifically, the Exchange believes the recovery requirement may
provide executive officers with an increased incentive to take steps to
reduce the likelihood of inadvertent misreporting and will reduce the
financial benefits to executive officers who choose to pursue
impermissible accounting methods, which we expect will further
discourage such behavior. The Exchange believes that these increased
incentives may improve the overall quality and reliability of financial
reporting, which further benefits investors. The new proposed Rule 5.3-
E(p) is also consistent with the requirements of Section 10D of the Act
and Rule 10D-1 thereunder, as it would establish a listing standard
that is consistent with the requirements of Rule 10D-1.
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\12\ 15 U.S.C. 78f(b).
\13\ 15 U.S.C. 78f(b)(5).
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The Exchange proposes to adopt continued listing standards for
proposed Rule 5.3-E(p) in proposed Rule 5.3-E(p)(F). Pursuant to
proposed Rule 5.3-E(p)(F)(i), a listed issuer would be subject to
immediate suspension and delisting without eligibility for cure periods
if the Exchange has determined that the listed issuer has failed to
recover reasonably promptly erroneously-awarded compensation as
requited by its Recovery Policy. Proposed Rule 5.3-E(p)(F)(ii) would
provide compliance periods of up to 12 months for a listed issuer that
is delayed in adopting its Recovery Policy. The Exchange believes that
the compliance procedures set forth in proposed Rule 5.3-E(p)(F) are
appropriately rigorous and are consistent with the public interest and
the interests of investors.
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 purposes of the Act. The Exchange notes that Rule
10D-1 under the Act requires all listing exchanges to adopt rules with
respect to the recovery of erroneously awarded compensation that are
substantively identically to proposed Rule 5.3-E(p).
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 within such longer period 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
<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#d6a4a3bab3fbb5b9bbbbb3b8a2a596a5b3b5f8b1b9a0"><span class="__cf_email__" data-cfemail="eb999e878ec6888486868e859f98ab988e88c58c849d">[email protected]</span></a>. Please include
File Number SR-NYSEARCA-2023-20 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-NYSEARCA-2023-20. 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 (<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 10:00 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-NYSEARCA-2023-20, and should be
submitted on or before April 3, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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\14\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-05033 Filed 3-10-23; 8:45 am]
BILLING CODE 8011-01-P
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