A Timely Governance Update

English: New York Stock Exchange

 

Are you interested in learning more about the Exchange and how it handles matters relating to shareholder meetings/proxy voting, corporate governance standards, corporate action events, or timely disclosure matters?

The Exchange's annual governance letter can be a helpful resource to learn about important changes in Exchange rules/processes that have occurred over the past year. The Exchange also offered a webcast last week as another means to stay informed. Click this link to access the annual governance letter or hear the webcast/access the transcript.

A few important highlights to keep in mind:

  • Last month, the Exchange announced it has reexamined its policy with respect to the application of NYSE Rule 452 to certain corporate governance-related proxy proposals. NYSE Rule 452 governs when member firms may vote on proxy matters when client instructions were not received. Click link below for more information.
  • Notifications about record dates for dividends, shareholder meetings and corporate action events were discussed. The Exchange requires at least 10 days prior notice of all record dates.
  • Your company’s annual shareholder meeting is over, but don’t forget … annual written affirmations and CEO Certifications are due to the Exchange no later than 30 days after the meeting.
  • The Exchange provides notice of new listings, dividends, corporate action events, etc. to the trading community, investors and overall market (merger, spin-off, stock split/reverse split, name change, reincorporation, etc.). Companies must notify the Exchange of material news developments so the Exchange can assess how these events may impact trading in the company's securities.
  • When shareholder approval is required by the Exchange and the Exchange's voting rights rules were also covered in the letter/webcast, as was when companies need to submit supplemental listing applications to the Exchange.

If you would like a refresher, please take a moment to review the letter or the webcast/transcript. The Exchange Staff can help answer questions about these rules/processes. Companies and their advisers are encouraged to reach out to the Exchange if they have questions.

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