On March 1, the SEC approved the NYSE’s proposal to largely eliminate the requirement to provide hard copies of proxy materials to the NYSE. Prior to approval of the amendment, listed companies were required to provide hard copies of proxy materials to the NYSE under Section 204.00(B) and Section 402.01 of the NYSE Manual. Notwithstanding the requirements of Rule 14a-6(b) to deliver hard copies to the applicable exchange (from which the NYSE has obtained no-action relief), the amendment to Section 402.01 provides that listed companies will not be required to provide hard copies of proxy materials to the NYSE, so long as they are included in their entirety in an SEC filing available on EDGAR.
If the proxy materials are available on EDGAR but not filed under Schedule 14A (such as proxy statements of foreign private issuers), they may be more difficult for the NYSE to spot, so the company will then be required to provide the NYSE with information sufficient to identify the filing not later than the date on which the proxy materials are sent or given to any security holders. If proxy materials are not included in their entirety (together with proxy card) in an SEC filing available on EDGAR, the company will then still need to send three hard copies to the NYSE not later than the date on which the proxy materials are sent or given to any security holders.
The amendment also modified Section 204.00(B) to require companies to send hard copies of proxy materials to the NYSE only (i) in the circumstances specified by Section 402.01, as amended, and (ii) one hard copy of any filing that is not required to be filed through EDGAR, including under a hardship exemption granted by the SEC.
The SEC noted that the NYSE “has no real need to receive hard copies” because the staff is notified when a listed company submits a filing to the SEC on EDGAR and generally reviews proxy materials filed on EDGAR, typically completing that review prior to receipt of the hard copies of the materials.
