The NYSE has sent its annual compliance guidance to NYSE-listed companies to remind them of their obligations on a variety of topics and summarize developments since last year. Liz has shared some reminders from the letter on the Proxy Season Blog and on The Advisors’ Blog on CompensationStandards.com that I wanted to highlight here for readers who may have missed those — since presumably NYSE has identified these as commonly overlooked requirements. Here are two:

– [T]he 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.

– A listed company is required to file a SLAP to seek authorization from the Exchange for a variety of corporate events, including: Issuance (or reserve for issuance) of additional shares of a listed security; [OR] Issuance (or reserve for issuance) of additional shares of a listed security that are issuable upon conversion or exercise of another security, whether or not the convertible security is listed on the Exchange […] No additional shares of a listed security, or any security convertible into the listed security, may be issued until the Exchange has authorized a SLAP. Such authorization is required prior to issuance, regardless of whether the security is to be registered with the SEC, including if conversion is not possible until a future date. The Exchange requests at least two weeks to review and authorize all SLAPs. It is recommended that a SLAP be submitted electronically through Listing Manager as soon as a listed company’s board approves a transaction.

As Liz noted, NYSE has highlighted SLAPs for at least two years running on the letter’s front page, and this requirement tends to catch some folks by surprise in the context of equity plans. Possibly because, unlike NYSE, Nasdaq only requires the submission of a Listing of Additional Shares when establishing or materially amending an equity plan without shareholder approval (i.e., an inducement plan) under Rule 5250(e)(2).

Here’s another sleeper issue from the annual letter (at least I hadn’t focused on this yet). And while it’s in NYSE’s annual letter, this issue is relevant across exchanges, and particularly relevant now, given the prior blog on yesterday’s launch of Nasdaq Texas.

With the SEC’s transition to EDGAR Next, listed companies must provide delegation on EDGAR Next for the applicable Exchange Account in advance of any Form 8-A filing […]

Such delegation is needed and required for the Exchange to submit its certification on behalf of the company’s EDGAR account. In addition, delegation must also be provided if there are any guarantors associated with the issuer’s Form 8-A filing.

You may not file a lot of Form 8-As if you don’t do many IPOs or exchange-listed debt or preferred stock offerings. But they’ve also been filed by companies dual-listing their equity on NYSE Texas or Nasdaq Texas. The certification is a simple letter from the exchange to Corp Fin confirming that it received a copy of the issuer’s Form 8-A12(b) and has approved the related securities for listing.

– Meredith Ervine