Last week, NYSE Texas, Inc. filed a notice of proposed rule changes with the SEC that would enable the trading of securities on the NYSE Texas exchange in tokenized form during the pendency of the pilot program to be operated by the DTC under the terms of the Staff’s December 11, 2025 no-action letter. The notice states:
The Exchange’s rules do not currently permit the trading of tokenized securities on the Exchange and, unless the Exchange adopts the proposed rules, the Exchange would lack a clear framework for DTC Eligible Participants to designate, at order entry, that a DTC Eligible Security be cleared and settled in tokenized form pursuant to the DTC Pilot Program.
The Exchange accordingly proposes to amend its rules to enable the trading of DTC Eligible Securities in tokenized form on the Exchange during the pendency of the DTC Pilot Program, subject to the same conditions and restrictions as the Nasdaq rule change approved by the Commission. The Exchange believes that the existing regulatory structure mandated by Congress applies to tokenized securities, regardless of whether such securities have certain unique properties like the ability to be settled on a blockchain, much like it did when the Commission allowed securities to be decimalized and electronified and when exchange traded funds and other novel securities were initially approved. The Exchange believes that no significant exemptions or parallel market structure constructs are needed for tokenized securities to trade alongside other securities, and that the markets can accommodate tokenization while continuing to provide the benefits and protections of the national market system.
To tackle the challenge of trading tokenized equities, the Exchange offers a simple proposal that accommodates an approach to tokenization that DTC is pursuing in the DTC Pilot Program. The Exchange believes that this approach will leverage existing structures, players, and rules in a way that is beneficial to investors and in the markets’ best interests.
NYSE Texas notes that this proposal will become effective when “the requisite infrastructure and post-trade settlement services” have been established by DTC. As usual, the Commission is soliciting comment on the proposal during a short 21-day comment period.
Last week, the SEC announced that Jason Burt, Deputy Director of the Division of Enforcement (Specialized Units), is departing the agency after more than 22 years of public service. The announcement notes:
In April 2025, Mr. Burt was appointed to serve as the Deputy Director for Specialized Units. In that role, he supervised enforcement investigations and litigations of the Asset Management, Complex Financial Instruments, Cyber and Emerging Technologies, Market Abuse, and Public Finance Abuse units. Mr. Burt also supervised the Office of the Whistleblower and the Commission’s recently established Cross-Border Task Force.
Mr. Burt previously served as the Regional Director of the Denver Regional Office from 2022 to 2025.
Each year, the PCAOB’s Division of Registration and Inspections invites audit committee chairs at U.S. public companies to share their perspectives and observations with respect to their oversight of auditors’ work. Additionally, PCAOB staff shares information and resources that may be beneficial to audit committee chairs in their oversight role.
In 2025, the PCAOB staff gathered insights from more than 250 audit committee chairs. This publication presents high-level observations and takeaways from this engagement.
Topics addressed by the audit committee chairs include:
– Drivers of effective relationships between audit committees and audit firms;
– Methods for assessing the external auditor;
– The role that PCAOB inspection reports can play;
– Approving services provided by the audit firm;
– Fraud concerns;
– Quality control considerations;
– CAMs discussion: frequency and depth; and
– Top technology risks discussed with auditors.
Computershare just announced that it now supports US-listed clients in issuing tokenized equity securities through a technology agreement with Securitize. Specifically, clients can include “issuer-Sponsored Tokens (ISTs) as part of their issued capital alongside existing shares, including those held in the Direct Registration System (DRS).” Computershare’s announcement says:
We designed ISTs to operate within the existing regulatory environment, maintaining the independence and oversight that issuers and regulators expect from a transfer agent and allowing for effective interoperability with market infrastructure. As part of this development, we are very pleased to be partnering with Securitize, a leader in tokenizing real-world assets.
Shareholders holding tokenized securities will be able to consolidate digital holdings in a wallet. Computershare will act as transfer agent for these ISTs — meaning it will still process corporate actions for IST holdings in addition to other directly registered holdings.
A recent academic paper by Miriam Schwartz-Ziv (highlighted in this blog post by Jim McRitchie) studies the ways companies limit shareholder voice during annual meetings — including prohibiting shareholders from presenting their own questions, ignoring some questions submitted by shareholders or limiting questions to the subject matter of the proposals being voted on — and assesses whether the meeting format and the use of those methods affect trading in the company’s stock following the meeting. Here are key findings from the paper:
– These methods appear to be used strategically. They are more likely to be implemented when director or proposal support is low.
– Companies are more likely to limit shareholder voice in VSMs.
– VSMs result in less post-meeting absolute abnormal returns, trading volume, volatility, and tweet activity. When management addresses more questions, stock prices are more likely to move and investor consensus increases.
– Shareholders continue to be concerned about their voice being limited at VSMs.
The study also reported on the types of questions companies choose to ignore during VSMs. Those questions are only seen by the public, so the author collected the questions (all 767 of them!) John Chevedden and James McRitchie submitted to VSMs between March 20, 2020 and June 30, 2021. She found that companies that chose to answer these questions addressed 183% more questions on average than companies that did not. (That percentage sounds wild, but keep in mind that this represents an average of 3.24 additional questions.) In terms of subject matter, the paper reports:
Firms are particularly reluctant to answer questions that reveal information enabling investors to gauge shareholder involvement/ indications of criticism at the meeting [. . .] Second least-likely topic to be addressed was questions related to “Vote outcomes”, with only 22% of these questions receiving a response. The fourth least-likely category was questions regarding the number of “Shareholders in attendance”, addressed in just 28% of cases. These findings suggest that companies are least transparent and forthcoming on topics that would provide insight into shareholder participation and criticism at meetings.
On CorpGov.net, Jim McRitchie adds his own input to the paper’s policy suggestions and shares a wish list of annual meeting reforms, many of which (including hybrid meetings, recordings & transcripts, question transparency & responsiveness) are consistent with the best practices promoted by Carl and Peder Hagberg. If implementing annual meeting best practices improves your company’s market performance following the meeting, there’s another reason it might be worth revisiting these practices!
Here’s something I posted last week on the Proxy Season blog:
In this 2026 proxy season preview, Alliance Advisors points out the March announcement by the Communications Workers of America that it is independently soliciting votes on five shareholder proposals seeking governance reforms at Nexstar Media Group — and it’s not just a tactic to get the company to negotiate.
Deep-pocketed labor unions are once again resorting to Rule 14a-4(c)(2) solicitations to press for a variety of governance reforms at companies embroiled in labor disputes. This approach was taken two years ago by the AFL-CIO and United Mine Workers of America at Warrior Met Coal to bypass the one-proposal limit of Rule 14a-8.
This year, the Communications Workers of America (CWA) submitted five governance proposals at Nexstar Media Group, which advocate for an independent board chair, proxy access, special meeting rights, poison pill ratification, and shareholder approval of major transactions valued at more than 20% of the company’s market capitalization. The National Association of Broadcast Employees and Technicians (NABET-CWA), which represents workers at Nexstar-owned television stations, takes issue with the company’s $6.2 billion acquisition of TEGNA and union busting efforts at certain television stations.
So, it turns out that lawyers weren’t “crying wolf” when they warned that shareholders might utilize Rule 14a-4 to run a “zero slate” contest after the SEC Staff shifted to the sidelines for this year’s shareholder proposal season. I think this is the first of these we’ve seen this year — at least beyond threats to use this tactic. And, notably, I don’t think this was in response to Nexstar excluding a CWA proposal. (I only see one unrelated Rule 14a-8(j) notice submitted to the SEC Staff by Nexstar.)
