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March 7, 2018

SEC Approves Proposed NYSE Rule Changes Regarding the Physical Delivery of Proxy Materials


On March 1, 2018, the SEC approved amendments proposed by the New York Stock Exchange (NYSE) to its rules pertaining to the physical delivery of hard copies of proxy materials.

Section 402.01 of the NYSE Listed Company Manual (Manual) has been amended to provide that listed companies will not be required to provide proxy materials to the NYSE in physical form if they are included in an SEC filing available on EDGAR. If such proxy materials are available on EDGAR but not filed pursuant to Schedule 14A under the Exchange Act (e.g., foreign private issuers who furnish their proxy materials on Form 6-K), the listed company is required to provide the NYSE with sufficient information to identify such filing by one of the means specified in Section 204.00(A) of the Manual (typically via the NYSE's web portal or specified e-mail address) not later than the date on which such material is sent or given to any security holder (Delivery Date). Any listed company whose proxy materials are not included in their entirety (together with proxy card) in an SEC filing available on EDGAR will continue to be required to provide three definitive copies of such proxy material to the NYSE no later than the Delivery Date (this would also satisfy the securities exchange copy requirements under Exchange Act Rule 14a-6(b)).

Conforming amendments were also made to Section 204.00(B) of the Manual. In addition, Section 204.00(B) of the Manual was amended to require companies to file with the NYSE one hard copy of any filing that is not required to be filed through EDGAR (whether or not containing proxy material), including pursuant to a hardship exemption granted by the SEC.

© Arnold & Porter Kaye Scholer LLP 2018 All Rights Reserved. This Alert is intended to be a general summary of the law and does not constitute legal advice. You should consult with counsel to determine applicable legal requirements in a specific fact situation.