KMK Law Corporate & Securities Blog

As approved by the SEC, the revised rules (more fully described in this SEC Release) basically conform the NYSE corporate governance listing standards to the requirements of Item 407 of Regulation S-K and to Form 8-K by eliminating duplicative disclosure requirements currently included in the NYSE standards and directly incorporating the Item 407 requirements.  The SEC views this restructuring as reasonable, as it reduces for NYSE-listed companies the potential burden of duplicative disclosure.

The revised rules also make it easier for the NYSE to identify companies that are out of compliance with NYSE rules, by requiring companies to notify the NYSE of any non-compliance and make it easier for investors to identify non-compliant companies by adding a compliance indicator to each company’s stock symbol.

Finally, the revised rules create a new Website Posting Requirement section and require a NYSE-listed company to disclose in its proxy statement or 10-K that the applicable charters (usually audit, compensation and nominating committee), corporate governance guidelines and code of ethics are available on the company's website, and provide the website address (disclosure that hard copies are available upon request is no longer required).  A NYSE-listed company can also make a host of other disclosures on its website so long as it discloses this in its proxy statement or annual report and provides the website address and no longer has to disclose that it filed the CEO certification required by the NYSE in the following year's annual report.