Corporate Actions, Market Watch & Proxy Compliance
The Corporate Actions, Market Watch & Proxy Compliance group within NYSE Regulation is responsible for processing corporate action events, enforcing the Exchange's Timely Alert Policy, monitoring issuer compliance with material news disclosure obligations, implementing regulatory trading halts, and ruling on proxy proposals.
Rules
Click on the links below to view the complete set of rules applicable to listed issuers by Exchange.
Extended Hours Trading
Click on the links below to learn about NYSE's extended hours trading.
NYSE Extended Hours Trading
Frequently Asked Questions
Corporate Actions FAQs
General Notification Requirement
Advance notice to the Exchange and public dissemination via a press release or another Regulation FD-compliant method is required for any corporate action affecting the listed security, including, but not limited to, change in name/symbol/CUSIP, reverse split, redomestication, business reorganization, or a tender or exchange offer.
Such announcement should be issued at least ten calendar days in advance of the effective date of the corporate action, must contain all relevant material information related to the event, and must clearly state the anticipated timing. Issuers are strongly advised to use clear, concise, plain language in their public announcements to ensure transparency and avoid investor confusion.
Pursuant to Sections 204.22 and 311.01 of the Listed Company Manual, a listed issuer is required to provide the Exchange with notice of redemption, liquidation, or conversion of a listed security at least fifteen calendar days in advance of the redemption, liquidation, or conversion date. The issuer must also publicly disclose all relevant information via a press release or another Regulation-FD compliant method at least fifteen calendar days in advance. Note that such event may trigger the Exchange’s Timely Alert/Material News Policy.
To receive company distributions and other important communications, as well as participate in shareholder meetings, investors must hold their securities on the relevant record date established by the listed company. The Exchange disseminates the record date information to the marketplace so that investors can plan their holdings accordingly. To facilitate this process:
- Listed companies are required to notify the Exchange at least 10 calendar days in advance of all record dates.
- A listed company that changes a record date must provide another advance notice to the Exchange of at least 10 calendar days.
- For corporate action events, a listed company must publish its record date by means of a press release or any Regulation-FD compliant method (e.g. 8-K filing on EDGAR) at least 10 calendar days in advance.
- Record dates must be approved by the board at the time of notification to the Exchange, with the exception of NYSE-listed issuers, which may submit record dates subject to board approval.
Record dates should not be set on a Saturday, Sunday, or Exchange holiday. In rare situations, where the terms of a security mandate a record date that falls on a Saturday, Sunday or Exchange holiday, the company’s announcements should make clear that the effective record date is the immediately preceding U.S. business day.
For a complete overview of the Exchange's record date notification requirements, please consult the relevant Listed Company Rulebook (see links above).
Corporate Action Notices
The Exchange publishes upcoming corporate action events on a daily basis. This ticker list contains key information such as issuer name and symbol, anticipated date, corporate action type, and status. Additional information regarding any specific corporate action is disseminated via info notices, which are available through a Market Data subscription. To view a complete list of Corporate Actions market data products, click below.
Timely Alert / Material News Policy
Listed issuers are required to promptly release to the public any news or information that might reasonably be expected to materially affect the market for its securities. Listed issuers may comply with the Timely Alert/Material News policy by disseminating material news via a press release or any other Regulation FD-compliant method.
Note that the Timely Alert/Material News policy also applies in connection with the verbal release of material news during the course of a management presentation, investor call, or investor conference. The fact that any such presentation is conducted in compliance with Regulation FD does not mean that the listed company is exempt from compliance with the Timely Alert/Material News policy in connection with any material news provided in the course of the presentation.
Trading Halts / LULDs
The Exchange may implement a brief regulatory trading halt in advance of news dissemination if:
- Between the hours of 9:25 a.m. and 4:00 p.m. ET, the Exchange believes that the news is material and the company has not yet disclosed the news in compliance with the Exchange’s Timely Alert/Material News policy.
- Between the hours of 7:00 a.m. and 9:25 a.m. ET, the Exchange will implement a news pending trading halt only at the request of the company.
The Exchange will resume trading once the material news is broadly disseminated.
The Exchange will institute a trading halt to facilitate orderly processing of certain corporate action events:
- Reverse Split - the halt will be implemented before the end of after-hours trading on other markets (generally at 7:50 p.m.) on the trading day immediately before the market effective date of a reverse stock split. The security will reopen on the market effective date of a reverse stock split with a Trading Halt Auction starting at 9:30 a.m. for NYSE-listed securities and 9:00 a.m. for NYSE American and NYSE Arca-listed securities.
- Merger - the halt will be implemented upon closing and effectiveness of a merger transaction during pre-market hours.
- Other Corporate Action - the Exchange may implement a halt related to other corporate action announcements (e.g. Tender Offer results, Split-off events)
Limit Up-Limit Down (LULD) is a mechanism designed to mitigate extraordinary market volatility and extreme price movements in individual securities. LULD prevents trades in individual securities from occurring outside specific price bands that update continuously throughout the trading day.
The price bands for each security are set at a percentage level above and below a reference price (generally the average trade price over the immediately preceding five-minute period). For more information about how LULD works, visit the LULD Plan here.
The Exchange publishes current and historical trading halts and Limit Up Limit Down (LULD) activity in real-time.
NYSE Transfer Agent / Share Reporting Rules
The Exchange relies on an NYSE-listed company’s transfer agent or depositary bank to report issued and outstanding share information. Transfer agents are required to report issued and outstanding shares no later than the 10th day following the end of each calendar quarter. Reported shares are reflected in Listing Manager, NYSE's online reporting portal.
In addition, the Exchange requires that transfer agents and registrars for securities listed on the NYSE be formally approved by the Exchange as transfer agents and/or registrars before commencing to act in either capacity for listed securities. The Exchange's complete set of transfer agent requirements are set forth in Section 601 of the NYSE Listed Company Manual.
Shareholder Meeting & Proxy Compliance
To participate in shareholder meetings, as well as receive company distributions and other important communications, investors must hold their securities on the relevant record date established by the listed company. The Exchange disseminates the record date information to the marketplace so that investors can plan their holdings accordingly. To facilitate this process:
- Listed companies are required to notify the Exchange at least 10 calendar days in advance of all record dates.
- A listed company that changes a record date must provide another advance notice to the Exchange of at least 10 calendar days.
- A listed company’s publication of a record date by means of a press release or SEC filing does not constitute notice to the Exchange.
- Record dates must be approved by the board at the time of notification to the Exchange, with the exception of NYSE-listed issuers, which may submit record dates subject to board approval.
Record dates should not be set on a Saturday, Sunday, or Exchange holiday. In rare situations, where the terms of a security mandate a record date that falls on a Saturday, Sunday or Exchange holiday, the company’s announcements should make clear that the effective record date is the immediately preceding U.S. business day.
For a complete overview of the Exchange's record date notification requirements, please consult the relevant Listed Company Rulebook (see links above).
The Exchange reviews all listed company proxy materials to determine whether specific client instructions are necessary for a NYSE member organization that holds customer securities in “street name” accounts as a broker to vote on proxy matters without having received specific client instructions.
The Exchange recommends that listed companies submit their preliminary proxy materials to the Exchange for review. Exchange staff is then able to provide a view (subject to a final review upon receipt of definitive materials) on the permissibility of broker voting under NYSE Rule 452 on each proposal included in the preliminary proxy statement.
This early review helps companies assess whether to include proposals in their definitive proxy statements and plan their solicitation activities. A submission of preliminary proxy materials should be marked to clearly indicate that it is in preliminary or draft form and that it is confidential.
SEC Rule 14a-13 requires any company soliciting proxies in connection with a shareholder meeting to send a search card to any entity that the company knows is holding shares for beneficial owners.
The purpose of this requirement is to ensure that the company prepares a sufficient number of proxy materials to enable each beneficial owner to receive a copy.
As applicable to NYSE listed companies, Rule 14a-13 requires that the search card be sent at least 20 business days before the record date for the annual meeting.
The Exchange publishes its discretionary / non-discretionary vote determinations on company proxies.
Listing Manager
Listing Manager is a fully integrated web application for prospective and listed issuers. It facilitates the electronic submission of initial and supplemental listing applications, corporate governance affirmations, material news disclosures, shareholder meeting information, and other compliance-related documents.
For questions about access or technical issues, please contact the Listing Manager team at [email protected] or +1 212-656-4651. Additional FAQs and tutorial videos can be found here.