Alliance Trust PLC does not hold any ordinary shares in treasury. On May 23, 2007, the New York Stock Exchange (NYSE) revised a previously proposed amendment to Rule 452 ("Giving Proxies by Member Organizations"), the NYSE rule that governs when brokers may submit proxies without having received voting instructions from their clients.The proposed amendment would prohibit brokers from exercising "discretionary" proxy authority with respect to … Skip to main content; Skip to navigation The Series C Preferred Stock will not have any voting rights, except in limited circumstances as described under “Description of Series C Preferred Stock—Voting Rights” on page S-26. NYSE had previously treated these as “routine” matters on which brokers could exercise discretion under Rule 452 when the proposal was supported by company management. Guest post by Laura Anthony, Esq., Anthony L.G., PLLC. On July 1, 2009, the Securities and Exchange Commission approved an amendment to NYSE Rule 452 and Section 402.08 of the NYSE Listed Company Manual that eliminates discretionary voting by brokers in uncontested director elections. On May 6, 2008, the Securities Because of this maelstrom, the New York Stock Exchange (NYSE) announced in January, 1926 that as a general matter, it would no longer list disparate voting common shares.9 The historic NYSE one share, one vote listing rule remained undisturbed for nearly sixty years. “Controlled companies” are not required to comply with this requirement. The proposed NYSE rules eliminate this exemption and preclude member organizations from giving a proxy to vote on any equity compensation plan or material revision to the terms of an existing equity compensation plan unless the beneficial owner of the shares has given voting instructions, even when shareholder approval of the plan is not required. The New York Stock Exchange has rules prescribing when a broker who holds shares on behalf of a beneficial owner can use its own discretion to decide how to exercise the voting rights … Much has been written about the New York Stock Exchange’s recent amendment of NYSE Rule 452 to eliminate broker discretionary voting for uncontested election of directors. The NYSE also notes that in 2010 Rule 452 was amended to prohibit most broker votes for the election of directors. Voting Rights. The voting rights rule is based on the former SEC Rule 19c-4 and, as such, the Exchanges specifically indicate that if an issuance had been allowable under the former rule, it will be allowed by the Exchange. Because Rule 452 governs the voting rights of NYSE member brokers regardless of whether the issuer is listed on the NYSE, the changes in the application of Rule 452 affect NASDAQ-listed and other non-NYSE-listed companies, as well as NYSE-listed companies, whose shares are held by an NYSE member broker. Regulatory News TechnipFMC plc (the “Company”) (NYSE: FTI) (PARIS: … The New York Stock Exchange has rules prescribing when a broker who holds shares on behalf of a beneficial owner can use its own discretion to decide how to exercise the voting rights … New York Stock Exchange (NYSE) Rule 452, however, limits voting rights to “routine” matters. These changes, which are effective immediately, limit the discretionary authority of brokers to vote their customers’ shares without specific voting instructions. Welcome to ComplianceWeek.com. CII petitions NYSE and Nasdaq regarding multi-class share structures. decision, both the NYSE and Nasdaq decided to adopt their own policies on shareholder voting rights. NYSE Rule 452 defines a “contested” election as one that “is the subject of a counter-solicitation, or is part of a proposal made by a shareholder which is being opposed by management.” Thus, a board election without shareholder candidates nominated to oppose management nominees was considered routine. Prof Scott added: “Since shareholder rights are a central focus of the Committee’s Report and continuing research, we felt it crucially important to make crystal clear our position on the important proposed director-election rule changes on which the NYSE recently (Oct.24) filed for SEC approval.” On February 26, 2009, the New York Stock Exchange (NYSE) filed with the Securities and Exchange Commission (SEC) the fourth, and final, version of its proposal to amend NYSE Rule 452, which would eliminate broker discretionary voting for the election of directors for all issuers except registered investment companies. U.S. Senate Democrats on Friday introduced a resolution to rescind a rule they say curbs shareholder voting rights, their second move aimed at unraveling business … The U.S. Department of Labor (DOL) has finalized a rulemaking that pertains to proxy voting and the exercise of other shareholder rights with respect to employee benefit plans subject to the U.S. [1] The primary reason for this shift was the fact that HKEx does not allow listing of shares with differential voting rights (DVRs). Rule 803 complies with SEC Rule 10A-3 related to audit committees for companies listed on a national securities exchange. The NYSE presumes that a change of control has occurred where (i) the transaction results in an investor crossing the 20% threshold, (ii) the investor would obtain disproportionate board representation or (iii) the investor would have significant veto rights over corporate actions. NYSE Implements New Restrictions on Broker Discretionary Voting BY LEIGH P. RYAN, MICHAEL L. ZUPPONE & REBECCA A. BROPHY Overview As the 2012 proxy season begins, public companies should be aware of recent changes to Rule 452 of the New York Stock Exchange LLC and NYSE Amex Equities LLC (collectively, the “NYSE”) that restrict It starts with the presumption that they can vote uninstructed shares then includes a list of matters that are excluded. On July 1, 2009, the Securities and Exchange Commission approved an amendment to New York Stock Exchange (NYSE) Rule 452 that eliminates broker discretionary voting in uncontested director elections. ANTWERP, Belgium, 26 March 2021 – Euronav NV (NYSE: EURN & Euronext: EURN) (“Euronav” or the “Company”) received a transparency notification on 23 March 2021 from M&G Plc according to which M&G Plc holds 5.12% of the voting rights in the Company. Needless to say, explosive growth took place for the next 5 years. The SEC Approves the NYSE’s Proposed Rule Change To Allow Listing of SPACs In March 2008, shortly after the NASDAQ made a similar proposal, the New York Stock Exchange (“NYSE”) proposed a rule change that aims to allow the listing of special purpose acquisition companies (“SPACs”). It is no secret that the NYSE’s view on broker discretionary voting under Rule 452 has grown increasingly dim over the past few years, and the list The New York Stock Exchange published its annual memo covering recent developments and important rules and policies applicable to NYSE listed companies (U.S. and foreign private issuers). In contrast, companies with differential voting rights have a superior class for founders (and sometimes other insiders) and an inferior class for public investors, whose total economic risk at stake often dwarfs that of the superior class holders. NYSE Rule 452 permits brokers to submit votes on "routine" matters without voting instructions from the beneficial owner if 1) the beneficial owner has not provided voting instructions to the broker and 2) the requirements of NYSE Rule 451 are met, including the 15-calendar day delivery requirement discussed above. Disparate voting rights stock, if created as part of a recapitalization or modification of voting rights within an existing single class of voting equity security by a public company, would be allowed if approved by a majority of the company’s independent directors and a majority of the votes eligible to be cast by its public shareholders. (1) General or special partners or holders of voting or non-voting stock other than any freely transferable security of member organizations. If implemented, the proposal will not only drive up the cost of various investment plans but also disenfranchise plan participants. Nasdaq and the NYSE American both have rules requiring listed companies to receive shareholder approval prior to issuing securities in an amount of 20% or more of their outstanding common stock or voting power or prior to completing transactions which will result in a change of control of the company.
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