[Federal Register Volume 78, Number 162 (Wednesday, August 21, 2013)]
[Notices]
[Pages 51780-51781]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-20345]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-70217; File No. SR-NYSE-2013-07]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Designation of Longer Period for Commission Action on
Proceedings To Determine Whether To Disapprove Proposed Rule Change
Amending NYSE Rules 451 and 465, and the Related Provisions of Section
402.10 of the NYSE Listed Company Manual, Which Provide a Schedule for
the Reimbursement of Expenses by Issuers to NYSE Member Organizations
for the Processing of Proxy Materials and Other Issuer Communications
Provided to Investors Holding Securities in Street Name and To
Establish a Five-Year Fee for the Development of an Enhanced Brokers
Internet Platform
August 15, 2013.
On February 1, 2013, New York Stock Exchange (``NYSE'') filed with
the Securities and Exchange Commission (``Commission''), pursuant to
Section 19(b)(1) of the Securities Exchange Act of 1934 (the ``Act'')
\1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to amend NYSE
Rules 451 and 465, and the related provisions of Section 402.10 of the
NYSE Listed Company Manual, which provide a schedule for the
reimbursement of expenses by issuers to NYSE member organizations for
the processing of proxy materials and other issuer communications
provided to investors holding securities in street name and to
establish a five-year fee for the development of an enhanced brokers
internet platform. The proposed rule change was published for comment
in the Federal Register on February 22, 2013.\3\ In response, the
Commission received twenty-four comment letters on the proposal.\4\ On
April 3, 2013, the Commission subsequently extended the time period in
which to either approve the proposed rule change, or to institute
proceedings to determine whether to disapprove the proposed rule
change, to May 23, 2013.\5\ The Commission thereafter received four
more comment letters and a response to comments from NYSE.\6\ On May
23, 2013, the Commission initiated proceedings to determine whether to
disapprove the proposed rule change and solicited additional
comments.\7\ The Commission thereafter received fourteen comment
letters on the proposal and a response to the Order Instituting
Proceedings from NYSE.\8\
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 68936 (February 15,
2013), 78 FR 12381.
\4\ See letters to Elizabeth M. Murphy, Secretary, Commission
from: Charles V. Rossi, President, The Securities Transfer
Association, dated February 20, 2013 and March 4, 2013; Karen V.
Danielson, President, Shareholder Services Association, dated March
4, 2013; Jeanne M. Shafer, dated March 6, 2013; David W. Lovatt,
dated March 6, 2013; Stephen Norman, Chair, The Independent Steering
Committee of Broadridge, dated March 7, 2013; Jeffrey D. Morgan,
President & CEO, National Investor Relations Institute, dated March
7, 2013; Kenneth Bertsch, President and CEO, Society of Corporate
Secretaries & Governance Professionals, dated March 7, 2013; Niels
Holch, Executive Director, Shareholder Communications Coalition,
dated March 12, 2013; Geoffrey M. Dugan, General Counsel, iStar
Financial Inc., dated March 13, 2013; Paul E. Martin, Chief
Financial Officer, Perficient, Inc., dated March 13, 2013; John
Harrington, President, Harrington Investments, Inc., dated March 14,
2013; James McRitchie, Shareowner, Corporate Governance, dated March
14, 2013; Clare A. Kretzman, General Counsel, Gartner, Inc., dated
March 15, 2013; Tom Quaadman, Vice President, Center for Capital
Markets Competitiveness, dated March 15, 2013; Dennis E. Nixon,
President, International Bancshares Corporation, dated March 15,
2013; Argus I. Cunningham, Chief Executive Officer, Sharegate Inc.,
dated March 15, 2013; Laura Berry, Executive Director, Interfaith
Center on Corporate Responsibility, dated March 15, 2013; Dorothy M.
Donohue, Deputy General Counsel--Securities Regulation, Investment
Company Institute, dated March 15, 2013; Charles V. Callan, Senior
Vice President--Regulatory Affairs, Broadridge Financial Solutions,
Inc., dated March 15, 2013; Brad Philips, Treasurer, Darling
International Inc., dated March 15, 2013; John Endean, President,
American Business Conference, dated March 18, 2013; Tom Price,
Managing Director, The Securities Industry and Financial Markets
Association, dated March 18, 2013; and Michael S. O'Brien, Vice
President--Corporate Governance Officer, BNY Mellon, dated March 28,
2013.
\5\ See Securities Exchange Act Release No. 69286 (April 3,
2013), 78 FR 21481 (April 10, 2013).
\6\ See letters to Elizabeth M. Murphy, Secretary, Commission
from: Jeff Mahoney, General Counsel, Council of Institutional
Investors, dated April 5, 2013; Paul Torre, Executive Vice
President, AST Fund Solutions, LLC, dated May 16, 2013; and John M.
Payne, Chief Executive Officer, Zumbox, Inc., dated May 20, 2013;
see also letter to the Honorable Mary Jo White, Chair, Commission
from Dieter Waizenegger, Executive Director, CtW Investment Group,
dated May 17, 2013. See also response letter from Janet McGinnis,
EVP & Corporate Secretary, NYSE Euronext, to Elizabeth M. Murphy,
Secretary, Commission, dated May 17, 2013.
\7\ See Securities Exchange Act Release No. 69622 (May 23,
2013), 78 FR 32510 (May 30, 2013) (``Order Instituting
Proceedings'').
\8\ See letters to Elizabeth M. Murphy, Secretary, Commission
from: Katie J. Sevcik, Legal and Regulatory Committee Chair,
Shareholder Services Association, dated June 12, 2013; Paul Torre,
Executive Vice President, AST Fund Solutions, LLC, dated June 18,
2013; Loren Hanson, Assistant Secretary/Assistant Treasurer, Otter
Tail Corporation, dated June 17, 2013; Michael J. Hogan, Chief
Executive Officer, FOLIOfn Investments, Inc., dated June 18, 2013;
Harold Westervelt, President, INVeSHARE, dated June 18, 2013; Dieter
Waizenegger, Executive Director, Investment Group, dated June 20,
2013; Dorothy M. Donohue, Deputy General Counsel--Securities
Regulation, Investment Company Institute, dated June 20, 2013; Lisa
Lindsley, Director, Capital Strategies Program, The American
Federation of State, County and Municipal Employees, dated July 3,
2013; Brandon Rees, Acting Director, American Federation of Labor
and Congress of Industrial Organizations Office of Investment, dated
July 5, 2013; Charles V. Rossi, President, The Securities Transfer
Association, Inc., dated July 5, 2013; James J. Angel, dated July 5,
2013; and Michael J. Hogan, Chief Executive Officer, FOLIOfn
Investments, Inc., dated July 12, 2013; see also letters to the
Honorable Mary Jo White, Chair, Commission from Ann Yerger,
Executive Director, Council of Institutional Investors, dated May
17, 2013; and Charles E. Schumer, United States Senator, dated May
23, 2013. See also response letter from Janet McGinnis, EVP &
Corporate Secretary, NYSE Euronext, to Elizabeth M. Murphy,
Secretary, Commission, dated July 9, 2013.
---------------------------------------------------------------------------
[[Page 51781]]
Section 19(b)(2) of the Act \9\ provides that, after initiating
disapproval proceedings, the Commission shall issue an order approving
or disapproving the proposed rule change not later than 180 days after
the date of publication of notice of the filing of the proposed rule
change. The Commission may extend the period for issuing an order
approving or disapproving the proposed rule change, however, by not
more than 60 days if the Commission determines that a longer period is
appropriate and publishes the reasons for such determination. The
proposed rule change was published for comment in the Federal Register
on February 22, 2013. August 21, 2013 is 180 days from that date, and
October 20, 2013 is an additional 60 days from that date.
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------
The Commission finds it appropriate to designate a longer period
within which to issue an order approving or disapproving the proposed
rule change so that it has sufficient time to consider the proposed
rule change, the issues raised in the comment letters that have been
submitted in connection with the proposed rule change, and the NYSE's
responses to such issues. Specifically, as the Commission noted in more
detail in the Order Instituting Proceedings, the proposal raises
significant questions as to whether the Exchange has provided adequate
justification for material aspects of its proposal such that the
Commission can determine that the proposal is consistent with the Act.
Extending the time within which to approve or disapprove the proposed
rule change will enable the Commission to more fully consider this
issue and the other issues raised in the comment letters.
Accordingly, the Commission, pursuant to Section 19(b)(2) of the
Act,\10\ designates October 20, 2013, as the date by which the
Commission should either approve or disapprove the proposed rule
change.
---------------------------------------------------------------------------
\10\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
---------------------------------------------------------------------------
\11\ 17 CFR 200.30-3(a)(31).
---------------------------------------------------------------------------
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-20345 Filed 8-20-13; 8:45 am]
BILLING CODE 8011-01-P