Companies grappling with the stress and workload of the proxy season got a little good news earlier this month when the SEC gave the green light for issuers to stop sending the NYSE hard copies of proxy materials.
Until now, the NYSE’s manual has required listed companies to file with the exchange six hard copies of proxy materials no later than the date on which they are physically or electronically delivered to shareholders. They have also had to deliver one hard copy of any filing made on Form 6K that is not required to be filed through the SEC’s Edgar system no later than the date on which the Form 6K is filed with the commission.
In addition, companies have had to give the exchange three hard copies of definitive proxy material, together with a proxy card, no later than the date on which such material is sent to any shareholders. All US domestic listed companies that are subject to the SEC’s proxy rules are also required to electronically file their proxy materials on the SEC’s Edgar system.
This will no longer be necessary. SEC officials write in a regulatory filing that the NYSE stated in a proposal to change its rules that its employees are notified when a listed company submits a filing to the commission on Edgar and generally review proxy materials on that system shortly thereafter.
According to the filing, the exchange further stated that its team generally has completed its review of proxy materials before receiving hard copies of the materials, and thus has no real need for them. The NYSE therefore proposed changing these requirements to eliminate ‘a significant amount of unnecessary use of paper and resources devoted to processing unneeded materials received through the mail,’ officials write.
Listed companies will no longer have to provide proxy materials to the exchange in physical form, provided these materials are included in an SEC filing available on Edgar. Any listed company whose proxy materials are not included in their entirety – together with a proxy card – in an SEC filing available on Edgar will continue to be required to send the exchange three ‘definitive copies’ of any proxy materials not available on the SEC’s system.
‘The NYSE rule amendment is certainly a welcome change and something I think most people would say is overdue,’ Skadden Arps Slate Meagher & Flom partner Brian Breheny tells IR Magazine. ‘Thankfully, it eliminates a required filing from the annual meeting/proxy statement checklist that from time to time can be missed. In that regard, I think companies need to be specifically focused on complying with the required say-on-frequency disclosures this season, including the Form 8K filing to announce the decision regarding frequency.’
Nasdaq-listed companies do not have to mail proxy materials to Nasdaq.
Ben Maiden
Ben Maiden is the editor-at-large of Governance Intelligence, an IR Media publication, having joined the company in December 2016. He is based in New York. Ben was previously managing editor of Compliance Reporter, covering regulatory and compliance...
