Listing Information


Guidance for Listed Companies

Blast Emails


Corporate Governance

The Corporate Governance Listing Standards are set out in Part 8 of the NYSE MKT Company Guide.

Guidance Memos

12 Jan 2015

Section 810 Forms

04 Feb 2015 - Effective 04 Feb 2015

The Section 810 written affirmations can be submitted electronically via email to NYSEMKTCorpGov@nyse.com. Questions can be directed to +1 212 656 4542.

The below NYSE MKT Written Affirmations and CEO Certification forms are interactive. The forms must be saved to a local desktop drive before the work completed within the forms can be saved.

Please refer to the 2.5.15 Corporate Governance: Certification Requirements for more information.

CEO Certification

Domestic

Foreign Private Issuers

Open- and Closed-End Funds

Special Entities

Recent and Pending Corporate Governance Rule Changes

The most recent and pending corporate governance rule changes are available in the Rule Filings section of this site. For information related to the Exchange’s corporate governance requirements please refer to Part 8 of the Company Guide.

Questions regarding corporate governance requirements should be directed to:

Corporate Compliance
P: +1 212 656 4542

01 Oct 2014

26 Sep 2014

Director Education

The NYSE and the NYSE Foundation support a number of programs that offer continuing education to directors and other executives of publicly traded companies.

Additional Resources

The following organizations provide materials and courses for directors' education:


Reporting Requirements

Summary Guide of Filing and Notice Requirements Applicable to NYSE MKT Listed Issuers - Current As Of February 15, 2013

Electronic submission of material to the SEC through EDGAR satisfies the Exchange's filing requirement. An "X" in the EDGAR column indicates material that can currently be submitted to the SEC through EDGAR. In the event that material to be filed within or submitted to the Exchange is not also submitted to the SEC via EDGAR, issuers must submit three (3) copies of such material to the Exchange. In connection with each item to be filed with or submitted to the Exchange, please consult the referenced section number in the NYSE MKT Company Guide. For additional guidance, issuers may contact their assigned corporate compliance analyst.

ITEM

SECTION NUMBER IN COMPANY GUIDE

DATE TO BE FILED WITH OR SUBMITTED TO THE EXCHANGE

EDGAR

Extension of the Expiration Date of Warrants

105, 920

At least two months, but in no event less than 20 days, in advance of the extension.

 

Change in Number of Warrants Outstanding (for which Securities Traded Primarily in the U.S represents 25% or More of the Value of the Underlying Index)

106

No later than 4:30 p.m. Eastern Time on the determination date of the warrants' settlement value.

 

Annual Corporate Governance Certification

132(e) and 803(B)

Completed certifications must be submitted by June 30, or within 30 days of your annual meeting, whichever is later.

 

Listing of Additional Shares Application and Supporting Documentation

301-331

At least two weeks prior to intended share issuance date.

 

Allotment of Subscription Rights

340

Promptly (following effective date of the 1933 Act Registration Statement).

 

Cancellation Notice

350

When determination is made to cancel the listing authority.

 

Press Releases on Material Corporate Developments

401, 402, 623,
920(a), 922, 923

Immediately. Call the Corporate Actions & Market Watch Group at 877.NYX.ALRT (+1 877 699 2578 or +1 212 656 5414) and email a copy of the press release to nysealert@nyse.com.

 

Dividend Notification

502, 503, 504

At least ten days in advance of record date is required. Notice must be emailed promptly to dividend.submission@nyse.com or nysealert@nyse.com.

 

Change in Accountants

603

Promptly (prior to filing Form 8-K).

 

Defaults

604

Immediately.

 

Annual Report (1934 Act)

610, 611, 701

When distributed to shareholders.

X

Quarterly Reports and Other Mailings

623

When mailed to shareholders.

 

Proxy Statement, Forms of Proxy and Other Soliciting Materials (1934 Act)

701

3 copies must be provided to the Exchange when distributed to shareholders (at least 20 days in advance of the shareholders' meeting), unless otherwise filed electronically with the SEC.

X

Establishment of Record Date for a Dividend or Annual / Special Shareholder Meeting.

703

At least ten days in advance of record date is required. Notice must be emailed promptly to proxyadmin@nyse.com.

 

Shareholders’ Meeting Notification

701, 703

At least ten days in advance of shareholders’ meeting is required.  Notice must be emailed promptly to proxyadmin@nyx.com.

 

Preclusion of Annual Meeting

704

Promptly; see above.

 

Material Non-Compliance with Corporate Governance Listing Standards

801

Promptly.

 

Cessation of Independence of Audit Committee Member

803(B)(6)

Promptly.

 

Material Non-Compliance with Independent Directors and Audit Committee Requirements

801, 802(b), 803(B)(6)

Promptly.

 

Change in Form or Nature of Securities

920(a)

20 days in advance of change is required.  Notice must be emailed promptly to corporateactions@nyse.com.

 

Change in General Character of Business

920(b)

Promptly.

 

Change in Officers and Directors

921

Promptly.

 

Material Disposition of Property or Stock

922

Promptly.

 

Change in Collateral

923

Promptly.

 

Deposit of Stock

924

Promptly.

 

Knowledge of Actual or Proposed Deposit of Stock

924

Immediately.

 

Change of Name

930

In advance of the proposed filing date of the charter amendment; and immediately upon filing the charter amendment.  Notice must be emailed promptly to corporateactions@nyse.com.
A new Listing Agreement is also required to be executed by the issuer reflecting the new name and can be submitted to the Listing Compliance department (20 Broad Street, 23rd Floor, NY, NY 10005).

 

Change in Par Value

940

In advance of the proposed filing date of the charter amendment; and immediately upon filing the charter amendment.  Notice should be emailed to corporateactions@nyse.com.

 

Registration Statements and Amendments thereto (1933 Act and 1940 Act)

1101

Concurrently with SEC filing.

X

Prospectuses (1933 Act)

1101

Concurrently with SEC filing.

X

Rule 497 Filings by Investment Companies (1933 Act)

1101

Concurrently with SEC filing.

X

Forms 20-F, 40-F and 6-K and Amendments thereto (1934 Act)

1101

Concurrently with SEC filing.

X

Forms 8-K, 10-K, 10-Q and 12b-25 and Amendments thereto (1934 Act)

1101

Concurrently with SEC filing.

X

Ownership Reports on Forms 3, 4 and 5 (1934 Act)

1101

Concurrently with SEC filing.

X

Schedules 13D and 13G (5% Holders) (1934 Act)

1101

Oral notification is requested whenever the issuer learns that a 13D or 13G has or will be filed.

X

Forms S-6, N-8B-2 and 24F-2 (1940 Act)

1101

Concurrently with SEC filing.

X

Form N-SAR (1940 Act)

1101

Concurrently with SEC filing.

X

Form N-CSR (1940 Act)

1101

Concurrently with SEC filing.

X

Form N-CSRS (1940 Act)

1101

Concurrently with SEC filing.

X

Form N-30D (1940 Act)

1101

Concurrently with SEC filing.

X


Public Disclosure

Companies listed on NYSE MKT are subject to various reporting requirements. Summarized below is a guide to filing requirements, annual reports, and news dissemination.

Guide to Filing Requirements

Section 1101 of NYSE MKT Company Guide

A company having a security listed on the NYSE MKT must make all required filings on a timely basis with the Securities and Exchange Commission (SEC) (or other appropriate regulatory agency) and also file copies with the Exchange. With the exception of annual reports to shareholders, which must be filed with the Exchange in hard copy, a company will have satisfied this requirement if it electronically submits its filings to the SEC through EDGAR.

The Exchange also requires timely notice and written confirmation of various corporate actions including record dates, dividends, proposed amendments to and certified copies of the issuer's certificate of incorporation, bylaws or similar organization documents and all material sent to shareholders or released to the press. For questions, please call the Corporate Actions department at +1 212 656 5505.

An issuer is strongly encouraged to consult with its SEC counsel on filing requirements.

Guide to Annual Reports

Section 610-616 of NYSE MKT Company Guide

A company listed on the NYSE MKT is required to publish and furnish to its shareholders (or to holders of any other listed security when its common stock is not listed on a national securities exchange) an annual report containing audited financial statements prepared in conformity with the requirements of the SEC. The company must disclose in its annual report to security holders, for the year covered by the report: (a) the number of unoptioned shares available at the beginning and at the close of the year for the granting of options under an option plan; and (b) any changes in the exercise price of outstanding options, through cancellation and reissuance or otherwise, except price changes resulting from the normal operation of antidilution provision of options. Three copies of the report must be filed with the Exchange.

Annual reports must be sent to shareholders and filed with the Exchange at least ten days in advance of the annual meeting of shareholders, and not later than four months after the close of the last preceding fiscal year of the company.

Guide to News Dissemination

Section 401-404 of NYSE MKT Company Guide

The NYSE MKT considers that the conduct of a fair and orderly market requires every listed company to make available to the public information necessary for informed investing and to take reasonable steps to ensure that all who invest in its securities enjoy equal access to such information.

The following is a summary of the Exchange's disclosure policies:

  • Immediate public disclosure of material information—A listed company is required to make immediate public disclosure of all material information concerning its affairs, except in unusual circumstances
  • Thorough public dissemination—A listed company is required to release material information to the public in a manner designed to obtain the widest possible public dissemination
  • Clarification or confirmation of rumors and reports—Whenever a listed company becomes aware of a rumor or report, true of false, that contains information that is likely to have, or has had, an effect on the trading in its securities, or would be likely to have a bearing on investment decisions, the company is required to publicly clarify the rumor or report as promptly as possible
  • Response to unusual market action—Whenever unusual market action takes place in a listed company's securities, the company is expected to make inquiry to determine whether rumors or other conditions requiring corrective action exist and, if so, to take whatever action is appropriate
  • Unwarranted promotional disclosure—A listed company should refrain from promotional disclosure activity which exceeds that necessary to enable the public to make informed investment decisions
  • Insider trading—Insiders should not trade on the basis of material information which is not known to the investing public. Moreover, insiders should refrain from trading, even after material information has been released to the press and other media, for a period sufficient to permit thorough public dissemination and evaluation of the information
  • Receipt of Written Delisting Notice—A company is required to publicly disclose that it has received a written notice indicating that the Exchange has determined to remove the company's securities from listing (or unlisted trading) as a result of non-compliance with the continued listing requirements

The following is a summary of the Exchange's requirements for public announcements. Each press release or other public announcement should:

  • be factual, clear, and succinct
  • contain sufficient quantitative information to allow investors to evaluate its relative importance to the activities of the company
  • be balanced and fair
  • avoid over technical language, and should be expressed to the extent possible in language comprehensible to the layman
  • explain, if the consequences or effects of the information on the company's future prospects cannot be assessed, why this is so
  • clarify and point out any reasonable alternatives where the public announcement undertakes to interpret information disclosed

Removals From Listings

The NYSE publishes two lists of issues pending delisting from the Exchange:

Exchange-initiated delisting
An issue is added to this list upon the Exchange's filing of a Form 25 with the SEC and remains posted until the application to delist the issue becomes effective with the SEC (generally 10 days).

Issuer-initiated delisting
An issue is added to this list one business day after the exchange is notified of the issuer's intent to voluntarily withdraw its listing by filing a Form 25 with the SEC, and remains posted until the issuer's application to delist becomes effective with the SEC.