[Federal Register Volume 86, Number 158 (Thursday, August 19, 2021)]
[Notices]
[Pages 46733-46737]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-17760]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92667; File No. SR-NYSE-2020-98]


Self-Regulatory Organizations; New York Stock Exchange LLC; Order 
Granting Approval of Proposed Rule Change, as Modified by Amendment 
Nos. 2 and 3, To Amend Its Rules To Prohibit Member Organizations From 
Seeking Reimbursement, in Certain Circumstances, From Issuers for 
Forwarding Proxy and Other Materials to Beneficial Owners

August 13, 2021.

I. Introduction

    On November 30, 2020, New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission''), pursuant to Section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change to amend its rules to prohibit 
member organizations from seeking reimbursement, in certain 
circumstances, from issuers for

[[Page 46734]]

forwarding proxy and other materials to beneficial owners. The proposed 
rule change was published for comment in the Federal Register on 
December 18, 2020.\3\ On January 29, 2021, pursuant to Section 19(b)(2) 
of the Act,\4\ the Commission designated a longer period within which 
to either approve the proposed rule change, disapprove the proposed 
rule change, or institute proceedings to determine whether to 
disapprove the proposed rule change.\5\ On March 17, 2021, the 
Commission instituted proceedings under Section 19(b)(2)(B) of the Act 
\6\ to determine whether to approve or disapprove the proposed rule 
change.\7\ On April 6, 2021, the Exchange filed Amendment No. 1 to the 
proposed rule change; the Exchange withdrew that amendment on April 16, 
2021. On April 16, 2021, the Exchange filed Amendment No. 2 to the 
proposed rule change, which superseded the proposed rule change as 
originally filed. The proposed rule change, as modified by Amendment 
No. 2, was published for comment in the Federal Register on April 29, 
2021.\8\ On June 11, 2021, the Commission designated a longer period 
for Commission action on proceedings to determine whether to approve or 
disapprove the proposed rule change.\9\ On June 22, 2021, the Exchange 
filed partial Amendment No. 3 to the proposed rule change.\10\ This 
order approves the proposed rule change, as modified by Amendment Nos. 
2 and 3.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 90653 (December 14, 
2020), 85 FR 82539 (December 18, 2020) (``Original Notice''). 
Comments received on the proposal are available on the Commission's 
website at: https://www.sec.gov/comments/sr-nyse-2020-98/srnyse202098.htm.
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 91011 (January 29, 
2021), 86 FR 8246 (February 4, 2021).
    \6\ 15 U.S.C. 78s(b)(2)(B).
    \7\ See Securities Exchange Act Release No. 91343 (March 17, 
2021), 86 FR 15536 (March 23, 2021) (``Order Instituting 
Proceedings'').
    \8\ See Securities Exchange Act Release No. 91663 (April 23, 
2021), 86 FR 22725 (April 29, 2021) (``Amendment No. 2'').
    \9\ See Securities Exchange Act Release No. 92155 (June 11, 
2021), 86 FR 32302 (June 17, 2021).
    \10\ In Amendment No. 3, the Exchange stated that proposed Rule 
451A, in specifically stating that no ``fee'' shall be imposed, is 
meant to apply to the charges that are specified in Rule 451, and 
would not limit a member organization's eligibility to receive 
reimbursement for other expenses that are not covered by the 
specified charges, namely (i) actual postage costs (including return 
postage at the lowest available rate); (ii) the actual cost of 
envelopes (provided they are not furnished by the person soliciting 
proxies); and (iii) any actual communication expenses (excluding 
overhead) incurred in receiving voting returns either telephonically 
or electronically. The Exchange further stated that this approach is 
consistent with the application of existing fee exclusions under 
Rule 451. Because Amendment No. 3 does not materially alter the 
substance of the proposed rule change, Amendment No. 3 is not 
subject to notice and comment. The full text of Amendment No. 3 is 
available on the Commission's website at: https://www.sec.gov/comments/sr-nyse-2020-98/srnyse202098-8944033-245707.pdf.
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II. Description of the Proposal, as Modified by Amendment Nos. 2 and 3

    NYSE Rules (``Rule'') 451 and 465 require NYSE member organizations 
that hold securities for beneficial owners in street name to solicit 
proxies from, and deliver proxy and other materials to, beneficial 
owners on behalf of issuers.\11\ For this service, issuers reimburse 
NYSE member organizations for out-of-pocket, reasonable clerical, 
postage, and other expenses incurred for a particular distribution.\12\ 
This reimbursement structure stems from Rules 14b-1 and 14b-2 under the 
Act,\13\ which impose obligations on issuers and nominees to ensure 
that beneficial owners receive proxy materials. These rules require 
issuers to send their proxy materials to broker-dealers or banks that 
hold securities in street name, for forwarding to beneficial owners, 
and to pay nominees for reasonable expenses, both direct and indirect, 
incurred in providing proxy information to beneficial owners.\14\ The 
Commission's rules do not specify the fees that nominees can charge 
issuers for proxy distribution; rather, they state that issuers must 
reimburse the nominees for ``reasonable expenses'' incurred.\15\
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    \11\ See Rules 451 and 465; Amendment No. 2, supra note 8, 86 FR 
at 22726. The ownership of shares in street name means that a 
shareholder, or ``beneficial owner,'' has purchased shares through a 
broker-dealer or bank, also known as a ``nominee.'' In contrast to 
direct ownership, where shares are directly registered in the name 
of the shareholder, shares held in street name are registered in the 
name of the nominee, or in the nominee name of a depository, such as 
the Depository Trust Company. See Securities Exchange Act Release 
No. 70720 (October 18, 2013), 78 FR 63530, 63531 n.14 (October 24, 
2013) (order approving SR-NYSE-2013-07) (``2013 Approval Order'').
    \12\ See Rules 451 and 465; 2013 Approval Order, supra note 11, 
78 FR at 63531.
    \13\ 17 CFR 240.14b-1; 17 CFR 240.14b-2.
    \14\ See 17 CFR 240.14b-1 and 14b-2; see also 2013 Approval 
Order, supra note 11, 78 FR at 63531.
    \15\ See 17 CFR 240.14b-1 and 14b-2; see also 2013 Approval 
Order, supra note 11, 78 FR at 63531. Currently, the Supplementary 
Material to Rule 451, which is cross-referenced by the Supplementary 
Material to Rule 465, establishes maximum rates at which a NYSE 
member organization may be reimbursed for expenses incurred in 
connection with distributing proxy and other materials to beneficial 
owners.
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    The Exchange has proposed to adopt Rule 451A, pursuant to which, 
notwithstanding the applicable provisions of Rules 451 or 465 or what 
may be permitted by the rules of any other national securities exchange 
or national securities association of which a member organization is 
also a member, no fee shall be imposed for a nominee account that 
contains only shares or units of the securities involved that were 
transferred to the account holder by the member organization at no 
cost.\16\
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    \16\ See proposed Rule 451A. None of the fees in the schedule in 
the Supplementary Material .90 to Rule 451 would be imposable on 
issuers in these circumstances, but issuers would still be 
responsible for reimbursing member organizations for any actual 
postage costs, envelope costs, and communication expenses (excluding 
overhead) incurred in receiving voting returns, which is consistent 
with what occurs currently in other contexts where no fees are 
imposed, i.e., a managed account that contains five or fewer shares 
or units of the security involved or an account that contains only a 
fractional share. See Amendment No. 3, supra note 10. Accordingly, 
references herein to the distribution costs or expenses for which 
member organizations are prohibited from seeking reimbursement from 
issuers under the proposal are meant to refer to the charges 
specified in Supplementary Material .90 to Rule 451.
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    According to the Exchange, the proposed rule is meant to address a 
recent practice in which retail brokers provide customers, without 
charge, a small number of shares with a very small dollar value as a 
commercial incentive (for example, upon opening a new account or 
referring a new customer to the broker).\17\ The Exchange stated that 
Rule 451 does not distinguish between these beneficial owners and 
beneficial owners that have paid for their shares, so brokers are 
required to solicit proxies from these accounts and are entitled to 
reimbursement of their expenses under NYSE and other self-regulatory 
organization rules.\18\ The Exchange further stated that, in certain 
cases, the issuer can experience a significant increase in its 
distribution reimbursement expenses solely due to its shares being 
included in these broker promotional schemes.\19\
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    \17\ See Amendment No. 2, supra note 8, 86 FR at 22726.
    \18\ See id.; see also, e.g., FINRA Rule 2251.
    \19\ See Amendment No. 2, supra note 8, 86 FR at 22726.
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    The Exchange believes that it would be more appropriate for the 
broker to bear the proxy distribution costs in these circumstances.\20\ 
According to the Exchange, while the distribution of shares in these 
broker promotions may result in a significant increase in the number of 
beneficial owners of an issuer's stock, the generally very small size 
of each of these positions means that they usually represent a very 
small percentage of the voting power.\21\ As such, according to the 
Exchange, the costs the issuer incurs in reimbursing the broker for 
distributing proxies to these accounts is disproportionate to the

[[Page 46735]]

maximum potential vote such shares represent.\22\ The Exchange stated 
that, by contrast, the broker using such a scheme chooses to engage in 
it because it believes that it will result in a commercial benefit to 
the broker.\23\ In addition, the Exchange stated that recipients of 
shares without charge from the broker as part of such schemes typically 
will not be given any choice as to which shares they receive and are 
therefore not making any investment decision.\24\
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    \20\ See id.
    \21\ See id.
    \22\ See id.
    \23\ See id.
    \24\ See id., 86 FR at 22727.
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    The Exchange stated that proposed Rule 451A would not limit a 
broker's right to reimbursement for distributions to any beneficial 
owner if any part of that beneficial owner's position in an issuer's 
securities was received by any means other than a transfer without 
charge from the broker.\25\ The Exchange also stated that proposed Rule 
451A would not limit a broker's right to receive reimbursement under 
Rules 451 and 465 unless that broker itself transferred the issuer's 
shares without charge into the account of the beneficial owner.\26\ The 
Exchange further stated that Rules 451 and 465 would continue to apply 
to all distributions, so the broker would continue to be fully 
obligated to solicit votes from, and make other distributions on behalf 
of issuers to, all beneficial owners notwithstanding the limitations on 
reimbursement of expenses imposed by proposed Rule 451A.\27\
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    \25\ See id., 86 FR at 22726.
    \26\ See id. Specifically, the Exchange stated that if a 
beneficial owner transferred shares received in this manner into an 
account at another broker, Rule 451A would not preclude that other 
broker from claiming reimbursement under Rules 451 and 465.
    \27\ See id.
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III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change, as modified by Amendment Nos. 2 and 3, is consistent with the 
requirements of the Act and the rules and regulations thereunder.\28\ 
In particular, the Commission finds that the proposed rule change, as 
modified by Amendment Nos. 2 and 3, is consistent with Section 6(b)(4) 
of the Act,\29\ which requires that an exchange have rules that provide 
for the equitable allocation of reasonable dues, fees, and other 
charges among its members, issuers, and other persons using its 
facilities; and with Section 6(b)(5) of the Act,\30\ which requires, 
among other things, that the rules of a national securities exchange be 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system, and, in general, to protect investors and the public 
interest, and not be designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers. The Commission also believes 
that the proposal as modified is consistent with Rule 14b-1 under the 
Act.\31\
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    \28\ In approving this proposed rule change, as modified by 
Amendment Nos. 2 and 3, the Commission has considered the proposed 
rule's impact on efficiency, competition, and capital formation. See 
15 U.S.C. 78c(f).
    \29\ 15 U.S.C. 78f(b)(4).
    \30\ 15 U.S.C. 78f(b)(5).
    \31\ 17 CFR 240.14b-1.
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    The Commission raised concerns about the proposal in the Order 
Instituting Proceedings,\32\ but the Commission believes that the 
Exchange has amended the proposal adequately to address those concerns. 
Originally, proposed Rule 451A would have prohibited an NYSE member 
organization from imposing distribution fees on an issuer in cases 
where the member provided the shares or units of the securities held in 
the beneficial owner's account at no cost or at a price ``substantially 
less than the market price.'' \33\ In the Order Instituting 
Proceedings, the Commission stated that the Exchange did not explain 
how it would determine whether a price is ``substantially less than the 
market price'' or otherwise provide guidance on the meaning of that 
term.\34\ In Amendment No. 2, the Exchange addressed the Commission's 
concern by eliminating that term from the proposed rule, resulting in a 
rule with a more clearly defined application to nominee accounts that 
contain only shares or units of the securities involved that were 
transferred to the account holder by the member at no cost.
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    \32\ See Order Instituting Proceedings, supra note 7.
    \33\ See Original Notice, supra note 3.
    \34\ See Order Instituting Proceedings, supra note 7, 86 FR at 
15537.
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    The Commission also stated in the Order Instituting Proceedings 
that the initial proposal did not explain why it is consistent with the 
Act for the proposed reimbursement prohibition not to apply if a 
customer transferred its account to a new broker or held any shares of 
the issuer in its account other than those received through a below-
market price transfer from the member seeking reimbursement.\35\ 
Additionally, the Commission stated that the initial proposal did not 
address the feasibility of tracking shares held by a particular 
beneficial owner where the eligibility for reimbursement may change 
over time.\36\ The Exchange addressed these concerns in Amendment No. 2 
by clarifying that it would be impossible for the new broker in these 
circumstances to track whether the shares of a specific issuer 
transferred into its custody had all been received by the beneficial 
owner without charge from another broker.\37\ In addition, according to 
the Exchange, the new broker would not have received the same 
commercial benefit as the original broker that transferred the shares 
without charge to its customers.\38\ For these reasons, the Exchange 
stated that it is impracticable to extend the proposed reimbursement 
prohibition to the new broker and reasonable to limit its application 
to the original broker that transferred the shares without charge.\39\
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    \35\ See id., 86 FR at 15537-38.
    \36\ See id., 86 FR at 15538.
    \37\ See Amendment No. 2, supra note 8, 86 FR at 22726.
    \38\ See id., 86 FR at 22726-27.
    \39\ See id., 86 FR at 22727.
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    Further, in the Order Instituting Proceedings, the Commission 
stated that the Exchange had not explained how the proposal would be 
consistent with Rule 14b-1 under the Act \40\ in light of the fact that 
a broker-dealer would be required to distribute proxies or other 
materials but be precluded from seeking reimbursement of its expenses 
in the applicable circumstances.\41\ In Amendment No. 2, the Exchange 
stated that any broker that is prohibited from charging fees under the 
proposal would continue to be reimbursed for its aggregate expenses 
with respect to proxy distribution, as the prohibition on distribution 
fees would be limited to those accounts in which the only shares of the 
applicable issuer are shares received without charge from that 
broker.\42\ The Exchange stated that, as such, the effect of the 
proposal would be to reduce the overall reimbursement received by that 
broker for a distribution, but not to eliminate that reimbursement.\43\
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    \40\ 17 CFR 240.14b-1.
    \41\ See Order Instituting Proceedings, supra note 7, 86 FR at 
15538.
    \42\ See Amendment No. 2, supra note 8, 86 FR at 22727.
    \43\ See id.
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    Commenters broadly supported the proposal.\44\ One commenter stated 
that

[[Page 46736]]

the recent broker practice of gifting small amounts of securities to 
retail brokerage clients as a promotional measure has caused 
significant increases in proxy costs for some issuers, and expressed 
the view that the proposal would alleviate much of the cost impact to 
issuers from this broker practice, particularly for accounts defaulted 
to e-delivery.\45\ Two commenters are issuers that stated that they 
experienced dramatic increases in proxy distribution costs for the 2020 
proxy season, which they both attributed to the inclusion of their 
shares in a retail broker's promotional free share program.\46\ Both 
commenters asserted that the issuer should not bear the proxy 
distribution costs that arise due to their shares being included in 
such a broker promotional program.\47\ Another commenter stated that 
the promotions the proposed rule change is designed to address provide 
commercial benefits to broker-dealers without providing any parallel 
benefits to public companies.\48\
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    \44\ See letters from: Paul Conn, President, Global Capital 
Markets, Computershare, dated January 11, 2021 (``First 
Computershare Letter''), at 2-3; Niels Holch, Executive Director, 
Shareholder Communications Coalition, dated January 20, 2021 
(``Coalition Letter''), at 5 n.14; Paul Conn, President, Global 
Capital Markets, Computershare, dated April 14, 2021 (``Second 
Computershare Letter''), at 4; Kim Warnica, Senior Vice President, 
General Counsel and Secretary, Marathon Oil Corporation, dated April 
27, 2021 (``Marathon Letter''); Patrick J. McEnany, Chairman and 
CEO, Catalyst Pharmaceuticals, Inc., dated June 9, 2021 (``Catalyst 
Letter''). An additional commenter appears to suggest that member 
organizations should be reimbursed in certain circumstances that are 
not covered by the proposal or the rules the proposal is amending. 
See letter from David, dated June 14, 2021.
    \45\ See First Computershare Letter at 2-3. This commenter also 
stated that while it understood that the accounts that receive such 
``gifted'' securities generally are set for electronic 
communications, as a technical matter, if a street-name holder of 
gifted securities receives hardcopy proxy communications rather than 
electronic delivery, the issuer will still bear increased costs from 
printing the materials to be disseminated by the broker. See id. 
Even if an issuer bears increased printing costs due to its shares 
being included in a broker promotional program, as discussed below, 
the Commission believes that the proposal is consistent with the Act 
because, among other things, the proposed rule's prohibition against 
imposing fees on issuers would result in a more equitable and not 
unfairly discriminatory reallocation to brokers of significant costs 
typically associated with the distribution of proxies and other 
materials in the circumstances addressed by the proposal.
    \46\ See Marathon Letter at 1-2; Catalyst Letter at 2. One of 
these commenters stated that its 2020 proxy distribution bill was 
2,402 percent higher than the 2019 bill, representing distribution 
to 3,051 percent more stockholders in 2020 than in 2019. See 
Marathon Letter at 1. The commenter noted that as of its 2020 
stockholder meeting date, 80 percent of the stockholders that held 
the commenter's shares through accounts at the particular retail 
broker held five shares or less. See id. The commenter believes 
that, for the vast majority of the accounts holding fewer than five 
shares, the shares were chosen by that retail broker, not the 
beneficial owners. See id. at 2. Similarly, the other issuer 
commenter stated that the number of holders of its common shares who 
hold their shares through that retail broker increased by more than 
2,057 percent from 2019 to 2020, and its proxy distribution bill 
from the distribution platform that services that retail broker grew 
1,779 percent from 2019 to 2020 (from approximately $12,500 to 
approximately $234,000). See Catalyst Letter at 1-2. The commenter 
believes the increase in both shareholders and costs is directly 
attributable to the retail broker and its promotional activities. 
See id. at 2.
    \47\ See Marathon Letter at 2; Catalyst Letter at 2.
    \48\ See Coalition Letter at 5 n.14.
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    The Commission believes that the proposal as modified is consistent 
with Sections 6(b)(4) and 6(b)(5) of the Act, as well as Rule 14b-1. 
The proposed rule would appropriately reallocate from an issuer to a 
broker the fee-related expense of distributing proxy and other 
materials to beneficial owners in the limited circumstance where the 
beneficial owner's account contains only shares or units of the 
issuer's securities that were transferred to the beneficial owner by 
the broker at no cost.\49\ This circumstance would appear to arise 
typically due to a broker promotional program that, as stated by the 
Exchange, the broker chooses to engage in because it believes it will 
result in a commercial benefit to the broker and, as noted by one 
commenter,\50\ provides commercial benefits to the broker without 
providing any parallel benefits to the issuer.\51\ The Commission 
therefore believes that the proposal is reasonably designed to result 
in a more equitable and not unfairly discriminatory allocation of the 
costs of the distribution of proxy and other materials, consistent with 
Sections 6(b)(4) and 6(b)(5) of the Act.
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    \49\ See supra note 25 and accompanying text.
    \50\ See Coalition Letter at 5 n.14. See also Catalyst Letter at 
2.
    \51\ One commenter stated that, if, after receiving gifted 
shares, an investor subsequently chooses to increase its share 
ownership and makes an investment decision to buy additional shares, 
it would be appropriate to shift the cost of proxy distribution back 
to the issuer. See Marathon Letter at 2. As stated above, the 
Exchange's proposal would affect accounts that only include shares 
that were transferred to the account holder by the broker at no 
cost, and accordingly, if a street name investor were to be induced 
to purchase or otherwise acquire any additional shares of the issuer 
as a result of being gifted shares by a broker, the issuer would 
then bear the proxy distribution costs for that investor's account. 
See supra note 25 and accompanying text.
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    The Commission also believes that the proposal is consistent with 
the Section 6(b)(5) goal of protecting investors and the public 
interest, and is consistent with Rule 14b-1, because the cost 
reallocation effectuated by the proposal would not diminish brokers' 
obligations to distribute issuer materials to accounts in which 
securities are held in street name, including accounts covered by the 
proposal, i.e., that contain only shares or units of the securities 
involved that were transferred to the account holder by the member 
organization at no cost. Moreover, this cost reallocation does not 
preclude the broker from receiving assurance of reimbursement of its 
``reasonable expenses,'' both direct and indirect, consistent with Rule 
14b-1. In previously approving, in 2013, an Exchange proposal that, 
among other things, eliminated fees for distributing issuer materials 
to managed accounts with five or fewer shares of the issuer's 
securities, the Commission acknowledged that any general rule setting 
forth an industry-wide fee schedule for the reimbursement of reasonable 
broker-dealer expenses necessarily will not precisely reimburse the 
actual expenses incurred by individual firms.\52\ Here, a broker with 
accounts covered by the proposal may not receive precise reimbursement 
for its expenses incurred for a distribution pertaining to the issuer 
whose shares it gave away at no cost, but the broker would continue to 
be reasonably reimbursed for its expenses, both direct and indirect, in 
the aggregate.\53\ The proposal would not eliminate a broker's ability 
to charge reimbursement fees for distributing an issuer's materials to 
accounts that hold any shares or units of the issuer's securities that 
the beneficial owner purchased or acquired in any way other than from 
the broker at no cost. Nor would the proposal affect the broker's 
ability to charge reimbursement fees for distributing materials on 
behalf of issuers whose shares it did not give away at no cost. Any 
shortfall in precise reimbursement of expenses experienced by the 
broker because of the proposal would be confined to fee-related 
expenses attributable to distributing an issuer's materials to 
beneficial owners that receive those materials solely due to the 
broker's own promotional efforts.
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    \52\ See Rule 451, Supplementary Material .90; 2013 Approval 
Order, supra note 11, 78 FR at 63546 (stating that this rule with 
respect to managed accounts was designed to provide reasonable 
reimbursement of the overall expenses of broker-dealers in the 
aggregate, and the extent of reimbursement of any individual firm 
would vary depending on the specifics of its account population). 
One commenter analogized the scenario presented by this proposal to 
the Exchange's prior proposal to eliminate fees for distributing 
issuer materials to managed accounts with five or fewer shares of 
the issuer's securities. See Marathon Letter at 2.
    \53\ As clarified in Amendment No. 3, supra note 10, issuers 
must reimburse brokers for any non-fee-related expenses--i.e., any 
actual, out-of-pocket postage, envelope, and communication expenses 
incurred in receiving voting returns--notwithstanding the proposed 
rule.
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    Based on the foregoing, the Commission finds that the proposed rule 
change, as amended, is consistent with the Act and the rules and 
regulations thereunder.

[[Page 46737]]

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\54\ that the proposed rule change (SR-NYSE-2020-98), as amended by 
Amendment Nos. 2 and 3, be and hereby is approved.
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    \54\ 15 U.S.C. 78s(b)(2).
    \55\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\55\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-17760 Filed 8-18-21; 8:45 am]
BILLING CODE 8011-01-P


