51900 Federal Register / Vol. 74, No. 194 / Thursday, October 8, 2009 / Notices 

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

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b–4(f)(6). 

4See Securities Exchange Act Release No. 59823 

(April 27, 2009), 74 FR 20516 (May 4, 2009) (SR– 

NYSE–2009–40). 

5See Securities Exchange Act Release No. 46288 

(July 31, 2002), 67 FR 51306 (August 7, 2002) (SR– 

NASD–2002–85) (the ‘‘Nasdaq Amendment’’). 

6 15 U.S.C. 78f(b). 

7 15 U.S.C. 78f(b)(5). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60763; File No. SR–NYSE– 

2009–94] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by New York 

Stock Exchange LLC To Modify Its 

Requirements With Respect to 

Quarterly Earnings Releases 

October 1, 2009. 

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

Securities Exchange Act of 1934 

(‘‘Exchange Act’’),1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on September 16, 2009, New York Stock 

Exchange, LLC (the ‘‘NYSE’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. The 

Exchange has designated this proposal 

eligible for immediate effectiveness 

pursuant to Rule 19b–4(f)(6) 3 under the 

Exchange Act. 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 amend 

Section 203.02 of the Listed Company 

Manual to provide that companies can 

disseminate their quarterly earnings 

releases by means of any Regulation Fair 

Disclosure (‘‘Regulation FD’’) compliant 

method (or combination of methods). 

This filing also amends Section 203.01 

to provide that the press release 

required under that section must be 

published in a manner consistent with 

the guidance provided in Section 

202.06(C) for companies complying 

with the Exchange’s timely release 

policy by issuing a press release. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

(http://www.nyse.com), at the 

Exchange’s Office of the Secretary 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 these statements may be examined at 

the places specified in Item IV below. 

The NYSE has prepared summaries, set 

forth in Sections A, B and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Section 203.02 of the Listed Company 

Manual requires any listed company 

that is required to file interim financial 

statements with the SEC to release to the 

press an interim earnings release as 

soon as its interim financial statements 

are available. Section 203.02 refers the 

reader to Section 202.06 for an 

understanding of how to issue a 

quarterly earnings release in a manner 

consistent with the Exchange’s 

immediate release policy. Section 

202.06(A) explicitly states that annual 

and quarterly earnings releases are 

always subject to the immediate release 

policy. 

The Exchange recently amended 

Section 202.06 to provide that listed 

companies can comply with the 

Exchange’s immediate release policy by 

disseminating the information using any 

method (or combination of methods) 

that constitutes compliance with 

Regulation FD.4 The Exchange now 

proposes to amend Section 203.02 to 

harmonize its requirements with those 

of Section 202.06 as amended, by 

providing that companies can 

disseminate their quarterly earnings 

releases in compliance with the timely 

alert policy as recently amended. 

Consequently, companies will have the 

option of disseminating their quarterly 

earnings releases either by issuing a 

press release or by using any other 

method (or combination of methods) 

that constitutes compliance with 

Regulation FD. The Exchange believes 

that this is consistent with Nasdaq’s 

approach to quarterly earnings releases 

under its immediate release policy.5

Section 203.01 requires any company 

that does not comply with the SEC’s 

proxy rules to post to its Web site a 

prominent undertaking in the English 

language to provide all holders 

(including preferred stockholders and 

bondholders) the ability, upon request, 

to receive a hard copy of the company’s 

complete audited financial statements 

free of charge and simultaneously issue 

a press release stating that its annual 

report has been filed with the SEC. This 

press release must also specify the 

company’s Web site address and 

indicate that shareholders have the 

ability to receive a hard copy of the 

company’s complete audited financial 

statements free of charge upon request. 

Section 203.01 currently provides that 

this press release must be published 

pursuant to the Exchange’s press release 

policy. In order to clarify this 

requirement in light of the recent 

amendment to Section 202.06, the 

Exchange proposes to revise Section 

203.01 to specify that the press release 

requirement of Section 203.01 may only 

be complied with by issuing a press 

release in a manner consistent with the 

immediate release policy for press 

releases and not by any other means 

permitted by the immediate release 

policy. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) 6 of the Exchange Act in 

general and furthers the objectives of 

Section 6(b)(5) of the Exchange Act,7 in 

particular in that it is designed to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

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 investors and the 

public interest. The Exchange believes 

that the proposed amendment is 

consistent with the investor protection 

objectives of Exchange Act in that it 

harmonizes the Exchange’s immediate 

release policies with respect to quarterly 

reporting with the SEC’s requirements 

in Regulation FD and makes clear that 

the press release required by Section 

203.01 in connection with the filing of 

a listed company’s annual report must 

be disseminated in compliance with the 

press release policy of Section 202.06 

and not by any other Regulation FD 

compliant method. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 74, No. 194 / Thursday, October 8, 2009 / Notices 51901 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(6). 

10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The Note to the CMM Inactivity Fee on the 

Schedule of Fees provides that the fee applies to the 

owner of the CMM membership, unless the inactive 

CMM membership is subject to a lease that was 

approved by the Exchange prior to the effective date 

of the fee, in which case the fee would apply to the 

lessee. 

4A firm that owns five or more inactive CMMs 

would pay the $25,000 maximum fee. 

necessary or appropriate in furtherance 

of the purposes of Exchange Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the proposed rule change: (i) 

Does not significantly affect the 

protection of investors or the public 

interest; (ii) does not impose any 

significant burden on competition; and 

(iii) does not become operative for 30 

days after the date of the filing, or such 

shorter time as the Commission may 

designate if consistent with the 

protection of investors and the public 

interest, provided that the selfregulatory organization has given the 

Commission written notice of its intent 

to file 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 proposed rule change 

has become effective pursuant to 

Section 19(b)(3)(A) of Exchange Act 8

and Rule 19b–4(f)(6) thereunder.9

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission may summarily abrogate 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of Exchange Act. 

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 Exchange 

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 e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSE–2009–94 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2009–94. This file 

number should be included on the 

subject line if e-mail 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 Web site (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 inspection and copying in 

the Commission’s Public Reference 

Room, on official business days between 

the hours of 10 a.m. and 3 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; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–NYSE– 

2009–94 and should be submitted on or 

before October 29, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–24260 Filed 10–7–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60767; File No. SR–ISE– 

2009–67] 

Self-Regulatory Organizations; 

International Securities Exchange, 

LLC; Notice of Filing and Immediate 

Effectiveness of Proposed Rule 

Change Relating to Fee Changes 

October 1, 2009. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on 

September 25, 2009, the International 

Securities Exchange, LLC (the 

‘‘Exchange’’ or the ‘‘ISE’’) filed with the 

Securities and Exchange Commission 

the proposed rule change as described 

in Items I, II, and III below, which items 

have been prepared by the selfregulatory 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 ISE is proposing to amend its 

Schedule of Fees to change its 

Competitive Market Maker (‘‘CMM’’) 

Inactivity Fee. The text of the proposed 

rule change is available on the 

Exchange’s Web site (http:// 

www.ise.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 these statements may be examined at 

the places specified in Item IV below. 

The self-regulatory organization has 

prepared summaries, set forth in 

sections A, B and C below, of the most 

significant aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

ISE currently charges the owner 3 of a 

CMM membership an Inactivity Fee of 

$5,000 a month per trading right, with 

a cap of $25,000 on a per-firm basis,4 if 

the owner does not (i) itself operate the 

CMM membership, (ii) lease the CMM 

trading right to another member which 

operates the CMM membership, or (iii) 

avail itself to one of the exemptions 

specifically authorized in the Notes to 

the CMM Inactivity Fee on the Schedule 

of Fees. The CMM Inactivity Fee was 

mstockstill on DSKH9S0YB1PROD with NOTICES