2712 Federal Register / Vol. 86, No. 8 / Wednesday, January 13, 2021 / Notices 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 34– 

88572 (April 6, 2020); 85 FR 20323 (April 10, 2020) 

(SR–NYSE–2020–30). 

5See Securities Exchange Act Release No. 89219 

(July 2, 2020; 85 FR 41640 (July 10, 2020) (SR– 

NYSE–2020–58) (extending the Waiver through 

June 30, 2020); see also Securities Exchange Act 

Release No. 90020 (September 28, 2020; 85 FR 

Contractors and licensees are subject to 

contract controls and unannounced onsite audits and inspections. Computers 

are protected by mechanical locks, card 

key systems, or other physical access 

control methods. The use of computer 

systems is regulated with installed 

security software, computer logon 

identifications, and operating system 

controls including access controls, 

terminal and transaction logging, and 

file management software. Access is 

controlled by logon ID and password. 

Online data transmissions are protected 

by encryption. 

MRC (On-site System Access and 

Facility Access)—Paper records, 

computers, and computer storage media 

are located in controlled-access areas 

under supervision of program 

personnel. Access to records is limited 

to individuals whose official duties 

require such access. Contractors and 

licensees are subject to contract controls 

and unannounced on-site audits and 

inspections. Computers are protected by 

mechanical locks, card key systems, or 

other physical access control methods. 

The use of computer systems is 

regulated with installed security 

software, computer logon 

identifications, and operating system 

controls including access controls, 

terminal and transaction logging, and 

file management software. Online data 

transmissions are protected by 

encryption. 

Access to the MRC facility is limited 

to authorized personnel, who must be 

identified with a badge. The facility is 

not open to the public. 

Status of Missing Mail Search 

Requests are viewable by any USPS 

employee via the MRCS application. 

The information displayed contains no 

personally identifiable information and 

is limited to Missing Mail Search ID 

number, mailpiece tracking or barcode 

number, status of Missing Mail Search 

Request, date entered, date modified, 

submission method, Missing Mail 

Search Request expiration date, email 

notification history, and an indicator 

that a photo is or is not included in the 

search request (but the actual photo is 

not viewable). 

Missing Mail Search Requests 

submitted by USPS personnel on behalf 

of a customer via MRCS are accessible 

only by MRC employees. 

Records maintained in Mail Recovery 

Center System (MRCS) are only 

retrievable and viewable by MRC 

employees who need the information to 

perform their jobs. 

Missing Mail Search Requests 

submitted by customers via the Missing 

Mail Application at www.usps.com are 

accessible only by the customer who 

submitted the Missing Mail Search 

Request and MRC employees. This also 

includes Missing Mail Search Requests 

that have not yet been submitted (draft 

form), have been closed, or have not yet 

been fulfilled. 

Any internal USPS requests for a 

specific Missing Mail Search Request 

must be accompanied by the customer’s 

expressed consent. 

RECORD ACCESS PROCEDURES: 

Requests for access must be made in 

accordance with the Notification 

Procedure above and USPS Privacy Act 

regulations regarding access to records 

and verification of identity under 39 

CFR 266.5. 

CONTESTING RECORD ACCESS PROCEDURES: 

See Notification Procedure and 

Record Access Procedures. 

NOTIFICATION PROCEDURES: 

Customers wanting to know if 

information about them is maintained in 

this system of records must address 

inquiries to the system manager in 

writing. Inquiries should include name, 

address, email address and other 

identifying information that confirms 

the requestor’s identity. 

EXEMPTIONS PROMULGATED FOR THE SYSTEM: 

None. 

HISTORY: 

None. 

Ruth Stevenson, 

Chief Counsel, Federal Compliance. 

[FR Doc. 2021–00530 Filed 1–12–21; 8:45 am] 

BILLING CODE 7710–12–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90865; File No. SR–NYSE– 

2020–108] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Extend Its 

Waiver of the Application of Certain of 

the Shareholder Approval 

Requirements in Section 312.03 of the 

NYSE Listed Company Manual 

Through March 31, 2021 Subject to 

Certain Conditions 

January 7, 2021. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on December 

28, 2020, New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

organization. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to extend 

through and including March 31, 2021 

its waiver, subject to certain conditions, 

of the application of certain of the 

shareholder approval requirements set 

forth in Section 312.03 of the NYSE 

Listed Company Manual (‘‘Manual’’). 

The proposed rule change is available 

on the Exchange’s website at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Pursuant to an earlier proposed rule 

change,4 the Exchange waived through 

and including June 30, 2020, subject to 

certain conditions, certain of the 

shareholder approval requirements set 

forth in Section 312.03 of the Manual 

(the ‘‘Waiver’’). Subsequently, the 

Exchange extended the Waiver for the 

period through and including 

September 30, 2020 5 and, thereafter, the 

Federal Register / Vol. 86, No. 8 / Wednesday, January 13, 2021 / Notices 2713 

62357 (October 2, 2020) (SR–NYSE–2020–79) 

(extending the Waiver through December 31, 2020). 

6For purposes of Section 312.03(b), Section 

312.04(e) provides that: ‘‘An interest consisting of 

less than either five percent of the number of shares 

of common stock or five percent of the voting power 

outstanding of a company or entity shall not be 

considered a substantial interest or cause the holder 

of such an interest to be regarded as a substantial 

security holder.’’ 

7Under Section 312.03 of the Manual, a ‘‘Related 

Party’’ includes ‘‘(1) a director, officer or substantial 

security holder of the company (each a ‘‘Related 

Party’’); (2) a subsidiary, affiliate or other closelyrelated person of a Related Party; or (3) any 

company or entity in which a Related Party has a 

substantial direct or indirect interest;’’ 

8Section 312.04(i) defines the ‘‘Minimum Price’’ 

as follows: ‘‘Minimum Price’’ means a price that is 

the lower of: (i) The Official Closing Price 

immediately preceding the signing of the binding 

agreement; or (ii) the average Official Closing Price 

for the five trading days immediately preceding the 

signing of the binding agreement. 

Section 312.04(j) defines ‘‘Official Closing Price’’ 

as follows: ‘‘Official Closing Price’’ of the issuer’s 

common stock means the official closing price on 

the Exchange as reported to the Consolidated Tape 

immediately preceding the signing of a binding 

agreement to issue the securities. For example, if 

the transaction is signed after the close of the 

regular session at 4:00 p.m. Eastern Standard Time 

on a Tuesday, then Tuesday’s official closing price 

is used. If the transaction is signed at any time 

between the close of the regular session on Monday 

and the close if the regular session on Tuesday, 

then Monday’s official closing price is used. 9See supra note 8. 

period through and including December 

31, 2020. The Exchange now proposes 

to extend the Waiver through and 

including March 31. 2021. 

It is important to note that the Waiver 

as it has been applied (and will 

continue to be applied pursuant to the 

proposed extension) does not apply to 

any sales of a listed company’s 

securities where the use of proceeds is 

to fund an acquisition. As such, 

regardless of whether an issuance would 

otherwise meet all of the requirements 

for the Waiver, any issuance for which 

the intended use of proceeds is to fund 

one or more acquisitions remains 

subject to the shareholder approval 

requirements of Sections 312.03(b) and 

312.03(c) and is ineligible for the 

benefits of the Waiver. 

The U.S. and global economies have 

experienced unprecedented disruption 

as a result of the ongoing spread of 

COVID–19, including severe limitations 

on companies’ ability to operate their 

businesses and periods of volatility in 

the U.S. and global equity markets. The 

Exchange implemented the Waiver 

because it believed that it was likely 

that many listed companies would have 

urgent liquidity needs during this crisis 

period due to lost revenues and 

maturing debt obligations. In those 

circumstances, the Exchange believed 

that listed companies would need to 

access additional capital that might not 

be available in the public equity or 

credit markets. 

Since the implementation of the 

Waiver a number of listed companies 

have completed capital raising 

transactions that would not have been 

possible without the flexibility provided 

by the Waiver. While equity indices 

have recovered from the decline 

initially associated with the COVID–19 

crisis, ongoing economic disruption and 

uncertainty associated with the 

pandemic have caused many listed 

companies to continue to face 

circumstances in which their businesses 

and revenues are severely curtailed. 

Such companies continue to experience 

difficulty in accessing liquidity from the 

public markets. In addition, there is 

continued uncertainty as to the course 

the COVID–19 pandemic may take in 

the coming months and the possibility 

of further disruption related to COVID– 

19 exists. Consequently, the Exchange 

believes it is appropriate to extend the 

application of the Waiver for an 

additional period through and including 

March 31, 2021, to provide more 

flexibility to listed companies that need 

to access capital in the current unusual 

economic conditions. 

Section 312.03 of the Manual, which 

requires listed companies to acquire 

shareholder approval prior to certain 

kinds of equity issuances, imposes 

significant limitations on the ability of 

a listed company to engage in the sort 

of large private placement transaction 

described above. The most important 

limitations are as follows: 

• Issuance to a Related Party. Subject 

to an exception for early stage 

companies set forth therein, Section 

312.03(b) of the Manual requires 

shareholder approval of any issuance to 

a director, officer or substantial security 

holder 6 of the company (each a 

‘‘Related Party’’) or to an affiliate of a 

Related Party 7 if the number of shares 

of common stock to be issued, or if the 

number of shares of common stock into 

which the securities may be convertible 

or exercisable, exceeds either 1% of the 

number of shares of common stock or 

1% of the voting power outstanding 

before the issuance. A limited exception 

permits cash sales to Related Parties and 

their affiliates that meet a market price 

test set forth in the rule (the ‘‘Minimum 

Price’’) 8 and that relate to no more than 

5% of the company’s outstanding 

common stock. However, this exception 

may only be used if the Related Party in 

question has Related Party status solely 

because it is a substantial security 

holder of the company. 

• Transactions of 20% of More. 

Section 312.03(c) of the Manual requires 

shareholder approval of any transaction 

relating to 20% or more of the 

company’s outstanding common stock 

or 20% of the voting power outstanding 

before such issuance other than a public 

offering for cash. Section 312.03(c) 

includes an exception for transactions 

involving a cash sale of the company’s 

securities that comply with the 

Minimum Price requirement and also 

meet the following definition of a ‘‘bona 

fide private financing,’’ as set forth in 

Section 312.04(g): 

‘‘Bona fide private financing’’ refers to 

a sale in which either: 

Æ A registered broker-dealer 

purchases the securities from the issuer 

with a view to the private sale of such 

securities to one or more purchasers; or 

Æ the issuer sells the securities to 

multiple purchasers, and no one such 

purchaser, or group of related 

purchasers, acquires, or has the right to 

acquire upon exercise or conversion of 

the securities, more than five percent of 

the shares of the issuer’s common stock 

or more than five percent of the issuer’s 

voting power before the sale.’’ 

The Exchange expects that it will 

continue to be the case that certain 

companies during the course of the 

ongoing unusual economic conditions 

will urgently need to obtain new capital 

by selling equity securities in private 

placements. 

In many cases, such transactions may 

involve sales to existing investors in the 

company or their affiliates that would 

exceed the applicable 1% and 5% limits 

of Section 312.03(b). Given the ongoing 

economic disruption associated with the 

COVID–19 pandemic, the Exchange 

proposes to continue its partial waiver 

of the application of Section 312.03(b) 

for the period as of the date of this filing 

through and including March 31, 2021, 

with the Waiver specifically limited to 

transactions that involve the sale of the 

company’s securities for cash at a price 

that meets the Minimum Price 

requirement as set forth in Section 

312.04.9 In addition, to qualify for the 

Waiver, a transaction must be reviewed 

and approved by the company’s audit 

committee or a comparable committee 

comprised solely of independent 

directors. 

This Waiver will continue to not be 

applicable to any transaction involving 

the stock or assets of another company 

where any director, officer or substantial 

security holder of the company has a 

5% or greater interest (or such persons 

collectively have a 10% or greater 

interest), directly or indirectly, in the 

company or assets to be acquired or in 

the consideration to be paid in the 

2714 Federal Register / Vol. 86, No. 8 / Wednesday, January 13, 2021 / Notices 

10See supra note 6. 

11 If a company is raising capital through a 

transaction, or series of transaction, via the waiver, 

they cannot use such capital to fund an acquisition. 

12See supra note 11 which also applies to the 

waivers available under Section 312.03(c). 

13See NASDAQ Marketplace Rule 5635, 

including specifically subsections (a) and (d) 

thereof. 

14 15 U.S.C. 78f(b). 

15 15 U.S.C. 78f(b)(5). 

transaction or series of related 

transactions and the present or potential 

issuance of common stock, or securities 

convertible into or exercisable for 

common stock, could result in an 

increase in outstanding common shares 

or voting power of 5% or more (i.e., a 

transaction which would require 

shareholder approval under NASDAQ 

Marketplace Rule 5635(a)). Specifically, 

the Waiver will continue to not be 

applicable to a sale of securities by a 

listed company to any person subject to 

the provisions of Section 312.03(b) in a 

transaction, or series of transactions, 

whose proceeds will be used to fund an 

acquisition of stock or assets of another 

company where such person has a 

direct or indirect interest in the 

company or assets to be acquired or in 

the consideration to be paid for such 

acquisition. 

The effect of the extension of the 

Waiver would be to allow companies to 

sell their securities to Related Parties 

and other persons subject to Section 

312.03(b) 10 without complying with the 

numerical limitations of that rule, as 

long as the sale is in a cash transaction 

that meets the Minimum Price 

requirement and also meets the other 

requirements noted above. As provided 

by Section 312.03(a), any transaction 

benefitting from the proposed waiver 

will still be subject to shareholder 

approval if required under any other 

applicable rule, including the equity 

compensation requirements of Section 

303A.08 and the change of control 

requirements of Section 312.03(d). 

Existing large investors are often the 

only willing providers of much-needed 

capital to companies undergoing 

difficulties and the Exchange believes 

that it is appropriate to increase 

companies’ flexibility to access this 

source of capital for an additional 

limited period. The Exchange notes that, 

as a result of the extension of the 

Waiver, the Exchange’s application of 

Section 312.03(b) will be consistent 

with the application of NASDAQ 

Marketplace Rule 5635(a) 11 to sales of a 

listed company’s securities to related 

parties during the Waiver period. 

Many private placement transactions 

under the current market conditions 

may also exceed the 20% threshold 

established by Section 312.03(c). 

Therefore, given the ongoing economic 

disruption associated with the COIVD– 

19 pandemic, the Exchange also 

proposes to continue for the period 

through and including March 31, 2021, 

for purposes of the bona fide financing 

exception to the 20% requirement, its 

waiver of the 5% limitation for any sale 

to an individual investor in a bona fide 

private financing pursuant to Section 

312.03(c) and to permit companies to 

undertake a bona fide private financing 

during that period in which there is 

only a single purchaser. As provided by 

Section 312.03(a), any transaction 

benefitting from the Waiver will still be 

subject to shareholder approval if 

required under any other applicable 

rule, including the equity compensation 

requirements of Section 303A.08 and 

the change of control requirements of 

Section 312.03(d). Any transaction 

benefitting from the Waiver must be a 

sale of the company’s securities for cash 

at a price that meets the Minimum Price 

requirement. 

The effect of the proposed extension 

of the Waiver would be that a listed 

company would be exempt from the 

shareholder approval requirement of 

Section 312.03(c) in relation to a private 

placement transaction regardless of its 

size or the number of participating 

investors or the amount of securities 

purchased by any single investor, 

provided that the transaction is a sale of 

the company’s securities for cash at a 

price that meets the Minimum Price 

requirement. If any purchaser in a 

transaction benefiting from this waiver 

is a Related Party or other person 

subject to Section 312.03(b), such 

transaction must be reviewed and 

approved by the company’s audit 

committee or a comparable committee 

comprised solely of independent 

directors. The Exchange notes that, as a 

result of the proposed extension of the 

Waiver, the Exchange’s application of 

Section 312.03(c) will continue to be 

consistent during the Waiver period 

with the application of NASDAQ 

Marketplace Rule 5635(d) with respect 

to private placements relating to 20% or 

more of a company’s common stock or 

voting power outstanding before such 

transaction.12

The Exchange notes that these 

temporary emergency waivers would 

simply continue to provide NYSE listed 

companies with the flexibility on a 

temporary emergency basis to 

consummate transactions without 

shareholder approval that would not 

require shareholder approval under the 

rules of the NASDAQ Stock Market, as 

the specific limitations the Exchange is 

proposing to waive do not exist in the 

applicable NASDAQ rules.13

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) of the 

Act,14 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,15

in particular, in that it is designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to foster 

cooperation and coordination with 

persons engaged in facilitating 

transactions in securities, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect the public interest 

and the interests of investors, and 

because it is not designed to permit 

unfair discrimination between 

customers, issuers, brokers, or dealers. 

As a result of the economic disruption 

related to the ongoing spread of the 

COVID–19 virus, certain listed 

companies may experience urgent 

liquidity needs that they are unable to 

meet by raising funds in the public 

equity or credit markets. The proposed 

rule change is designed to provide 

temporary relief from certain of the 

NYSE’s shareholder approval 

requirements in relation to stock 

issuances to provide companies with 

additional flexibility to raise funds by 

selling equity in private placement 

transactions during the current unusual 

economic conditions provided such 

transactions meet certain conditions, 

such as the Minimum Price as defined 

in Section 312.04(i). The proposed 

waivers are consistent with the 

protection of investors because any 

transaction benefiting from the waivers 

will not, in the Exchange’s view, be 

dilutive to the company’s existing 

shareholders as it will be subject to a 

minimum market price requirement and 

because the audit committee or a 

comparable committee comprised solely 

of independent directors will review 

and approve any transaction benefitting 

from a waiver that involves a Related 

Party or affiliates of a Related Party. In 

addition, as provided by Section 

312.03(a), any transaction benefitting 

from the proposed waiver will still be 

subject to shareholder approval if 

required under any other applicable 

rule, including the equity compensation 

requirements of Section 303A.08 and 

the change of control requirements of 

Federal Register / Vol. 86, No. 8 / Wednesday, January 13, 2021 / Notices 2715 

16 15 U.S.C. 78s(b)(3)(A)(iii). 

17 17 CFR 240.19b–4(f)(6). 

18 15 U.S.C. 78s(b)(3)(A). 

19 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires the Exchange to give the 

Commission written notice of the Exchange’s intent 

to file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has complied with this requirement. 

20 17 CFR 240.19b–4(f)(6). 

21 17 CFR 240.19b–4(f)(6)(iii). 

22The Commission notes that, as described in the 

purpose section above, all transactions utilizing the 

Waiver for purposes of Section 312.03(b) would be 

subject to review and approval by an audit 

committee or comparable body of independent 

directors. As to transactions utilizing the temporary 

Waiver under Section 312.03(c) all transactions 

involving Related Parties or other persons subject 

to Section 312.03(b), as described above, must be 

reviewed and approved by the company’s audit 

committee or a comparable committee comprised 

solely of independent directors. 

23 In addition, as noted above, if a company is 

raising capital through a transaction, or series of 

transactions, via the Waiver, they cannot use such 

capital to fund an acquisition. 

24See supra note 8. 

25For purposed only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

Section 312.03(d). All companies listed 

on the Exchange would be eligible to 

take advantage of the proposed 

temporary waivers. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change would impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is not designed to 

address any competitive issues but 

rather is designed to provide temporary 

relief from certain of the NYSE’s 

shareholder approval requirements in 

relation to stock issuances to provide 

companies with additional flexibility to 

raise funds by selling equity in private 

placement transactions during the 

current unusual economic conditions. 

In addition, the proposed waivers will 

simply temporarily conform the 

treatment of transactions benefitting 

from the waivers to their treatment 

under the comparable NASDAQ rules. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 16 and Rule 

19b–4(f)(6) thereunder.17 Because the 

proposed rule change does not: (i) 

Significantly affect the protection of 

investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 18 and Rule 19b-4(f)(6)(iii) 

thereunder.19

A proposed rule change filed under 

Rule 19b–4(f)(6) 20 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),21 the 

Commission may designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange has asked the 

Commission to waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. 

The Exchange believes that the 

Waiver of the operative delay would be 

consistent with the protection of 

investors and the public interest 

because, in the Exchange’s view, the 

economic disruption caused by the 

global spread of the COVID–19 virus 

may give rise to companies experiencing 

urgent liquidity needs which they may 

need to meet by undertaking 

transactions that would benefit from the 

proposed relief. In support of its request 

to waive the 30-day operative delay, the 

Exchange stated, among other things, its 

belief that the proposed Waiver does not 

give rise to any novel investor 

protection concerns, as the proposed 

rule change conforms the NYSE’s 

shareholder approval requirements 

temporarily to those of NASDAQ and 

would not permit any transactions 

without shareholder approval that are 

not permitted on another exchange. In 

addition, the Exchange stated that all 

transactions utilizing the Waiver would 

have to satisfy the Minimum Price 

requirement contained in the rule and 

be reviewed and approved by the 

issuer’s audit committee or comparable 

committee of the board comprised 

entirely of independent directors if any 

transactions benefitting from the Waiver 

involve a Related Party or affiliates of a 

Related Party, as described above.22

Furthermore, the Exchange has stated 

that, as provided by Section 312.04(a) of 

the Manual, any transaction benefitting 

from the proposed Waiver will still be 

subject to shareholder approval if 

required under any other applicable 

rule, including the equity compensation 

requirements of Section 303A.08 of the 

Manual and the change of control 

requirements of Section 312.03(d) of the 

Manual. The Exchange also noted that 

the proposed Waiver is temporary in 

nature and will only be applied through 

and including March 31, 2021. 

The Commission notes that the 

proposed rule change would provide a 

temporary waiver of certain shareholder 

approval requirements under certain 

conditions in light of current economic 

conditions due to COVID–19. As noted 

by NYSE, the Waiver is consistent with 

NASDAQ’s shareholder approval rules 

and would not permit any transactions 

without shareholder approval that is not 

permitted on another exchange.23 In 

addition, all transactions utilizing the 

Waiver would have to satisfy the 

Minimum Price requirement which is a 

market related price, as defined above.24

Further, all transactions subject to the 

Waiver that involve Related Parties or 

affiliates of Related Parties would have 

to be approved by the listed company’s 

audit committee or comparable 

committee of the board comprised 

entirely of independent directors. In 

addition, the Commission notes that the 

Waiver of the shareholder approval 

provisions only applies to the specific 

provisions in Sections 312.03(b) and (d) 

of the Manual discussed above and any 

transaction utilizing the Waiver would 

still be subject to all other shareholder 

approval requirements including, for 

example, the equity compensation 

requirements of Section 303A.08 and 

the change of control requirements of 

Section 312.03(d). The Commission also 

notes that the proposal is a temporary 

measure designed to allow companies to 

raise necessary capital at market related 

prices without shareholder approval 

under the limited conditions discussed 

above in response to current, unusual 

economic conditions. For these reasons, 

the Commission believes that waiver of 

the 30-day operative delay is consistent 

with the protections of investors and the 

public interest. According, the 

Commission hereby waives the 30-day 

operative delay and designates the 

proposal operative upon filing.25

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

2716 Federal Register / Vol. 86, No. 8 / Wednesday, January 13, 2021 / Notices 

26 15 U.S.C. 78s(b)(2)(B). 

27 17 CFR 200.30–3(a)(12). 

1Public Law 114–74 Sec. 701, 129 Stat. 599–601 

(Nov. 2, 2015), codified at 28 U.S.C. 2461 note. 

2Public Law 101–410, 104 Stat. 890–892 (1990), 

codified at 28 U.S.C. 2461 note. 

3Public Law 104–134, Title III, § 31001(s)(1), 110 

Stat. 1321–373 (1996), codified at 28 U.S.C. 2461 

note. 

4See Release Nos. 33–7361, 34–37912, IA–1596, 

IC–22310, dated November 1, 1996 (effective 

December 9, 1996), previously found at 17 CFR 

201.1001 and Table I to Subpart E of Part 201; 

Release Nos. 33–7946, 34–43897, IA–1921, IC– 

24846, dated January 31, 2001 (effective February 

2, 2001), previously found at 17 CFR 201.1002 and 

Table II to Subpart E of Part 201; Release Nos. 33– 

8530, 34–51136, IA–2348, IC–26748, dated 

February 9, 2005 (effective February 14, 2005), 

previously found at 17 CFR 201.1003 and Table III 

to Subpart E of Part 201; Release Nos. 33–9009, 34– 

59449, IA–2845, IC–28635, dated February 25, 2009 

(effective March 3, 2009), previously found at 17 

CFR 201.1004 and Table IV to Subpart E of Part 201; 

and Release Nos. 33–9387, 34–68994, IA–3557, IC– 

30408, dated February 27, 2013 (effective March 5, 

2013), previously found at 17 CFR 201.1005 and 

Table V to Subpart E of Part 201. The penalty 

amounts contained in these releases have now been 

consolidated into Table I to 17 CFR 201.1001. 

5 28 U.S.C. 2461 note Sec. 4. 

6Release Nos. 33–10276; 34–79749; IA–4599; IC– 

32414 (effective Jan. 18, 2017). 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 26 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSE–2020–108 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2020–108. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NYSE–2020–108, and 

should be submitted on or before 

February 3, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.27

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–00465 Filed 1–12–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release Nos. 33–10918; 34–90874; IA– 

5664; IC–34166] 

Adjustments to Civil Monetary Penalty 

Amounts 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Annual inflation adjustment of 

civil monetary penalties. 

SUMMARY: The Securities and Exchange 

Commission (the ‘‘Commission’’) is 

publishing this notice (the ‘‘Notice’’) 

pursuant to the Federal Civil Penalties 

Inflation Adjustment Act Improvements 

Act of 2015 (the ‘‘2015 Act’’). This Act 

requires all agencies to annually adjust 

for inflation the civil monetary penalties 

that can be imposed under the statutes 

administered by the agency and publish 

the adjusted amounts in the Federal 

Register. This Notice sets forth the 

annual inflation adjustment of the 

maximum amount of civil monetary 

penalties (‘‘CMPs’’) administered by the 

Commission under the Securities Act of 

1933, the Securities Exchange Act of 

1934 (the ‘‘Exchange Act’’), the 

Investment Company Act of 1940, the 

Investment Advisers Act of 1940, and 

certain penalties under the SarbanesOxley Act of 2002. These amounts are 

effective beginning on January 15, 2021, 

and will apply to all penalties imposed 

after that date for violations of the 

aforementioned statutes that occurred 

after November 2, 2015. 

FOR FURTHER INFORMATION CONTACT: 

Stephen M. Ng, Senior Special Counsel, 

Office of the General Counsel, at (202) 

551–7957, or Hannah W. Riedel, Senior 

Counsel, Office of the General Counsel, 

at (202) 551–7918. 

SUPPLEMENTARY INFORMATION: 

I. Background 

This Notice is being published 

pursuant to the 2015 Act,1 which 

amended the Federal Civil Penalties 

Inflation Adjustment Act of 1990 (the 

‘‘Inflation Adjustment Act’’).2 The 

Inflation Adjustment Act previously had 

been amended by the Debt Collection 

Improvement Act of 1996 (the ‘‘DCIA’’) 3

to require that each federal agency adopt 

regulations at least once every four years 

that adjust for inflation the CMPs that 

can be imposed under the statutes 

administered by the agency. Pursuant to 

this requirement, the Commission 

previously adopted regulations in 1996, 

2001, 2005, 2009, and 2013 to adjust the 

maximum amount of the CMPs that 

could be imposed under the statutes the 

Commission administers.4

The 2015 Act replaces the inflation 

adjustment formula prescribed in the 

DCIA with a new formula for calculating 

the inflation-adjusted amount of CMPs. 

The 2015 Act requires that agencies use 

this new formula to re-calculate the 

inflation-adjusted amounts of the 

penalties they administer on an annual 

basis and publish these new amounts in 

the Federal Register by January 15 of 

each year.5 The Commission previously 

published the first annual adjustment 

required by the 2015 Act on January 6, 

2017 (the ‘‘2017 Adjustment’’).6 As part 

of the 2017 Adjustment, the 

Commission promulgated 17 CFR 

201.1001(a) and Table I to Subsection 

1001, which lists the penalty amounts 

for all violations that occurred on or 

before November 2, 2015. For violations 

occurring after November 2, 2015, 

Subsection 1001(b) provides that the 

applicable penalty amounts will be 

adjusted annually based on the formula 

set forth in the 2015 Act. Subsection 

1001(b) further provides that these 

adjusted amounts will be published in