On January 17, 2023, the annual NYSE Guidance Memo and NYSE American Guidance Memo (each, a “Guidance Memo” and collectively, the “Guidance Memos”) were released. The Guidance Memos highlighted policies significant and applicable to all NYSE-listed and NYSE American-listed companies. Policies mentioned included those related to: (i) the timely alert and material news policies, including material news released during the trading day, during trading hours, trading being halted for material news dissemination and publishing news after the close; (ii) changes to a listed company’s earnings release date; (iii) annual meeting requirement; (iv) record date notification; (v) redemption or conversion of listed securities and share reporting; (vi) annual report requirements; (vii) annual and interim written affirmations of compliance with exchange corporate governance requirements; (viii) change in executive officers; (ix) transactions requiring supplemental listing applications and (x) related party transactions.
The Guidance Memos also listed rules and policies for domestic and foreign private issuers. For domestic issuers, specified rules and policies included those regarding (i) broker search cards; (ii) NYSE Rule 452 in relation to voting by member organizations; (iii) shareholder approval and voting rights requirements and (iv) voting requirements for proposals at shareholder meetings. For foreign private issuers, the Guidance Memos mentioned SEC Form 6-K semi-annual reporting requirements for unaudited financial information.
The NYSE Guidance Memo also noted the SEC’s new Rule 10D-1, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy requiring the recovery, or “clawback,” of certain incentive-based executive compensation (for more information, see previous blog post and the Mayer Brown Legal Update embedded in the same).