On October 18, 2013, the SEC approved an NYSE proposal to amend its fee schedule for the reimbursement of proxy expenses incurred by NYSE member organizations, as set out in the supplementary material to NYSE Rules 451 and 465 and in Section 402.10 of the NYSE's Listed Company Manual.

NYSE member organizations holding securities for beneficial owners in street name solicit proxies from, and deliver proxy and issuer communication materials to, beneficial owners on behalf of NYSE issuers. These NYSE member organizations get reimbursed by issuers for out-of-pocket, reasonable clerical, postage and other expenses incurred through this process. The reimbursement rates are set by the NYSE in the supplementary material to Rules 451 and 465 and in Section 402.10 of the Listed Company Manual, and represent the maximum rates that an issuer can be billed for proxy distribution services without prior notification and consent by the issuer. In practice, most issuers are billed at the maximum approved rates.

NYSE member organizations generally outsource their proxy delivery obligations to third-party service providers, or "intermediaries." A single intermediary, Broadridge Financial Solutions, Inc., currently handles almost all proxy processing and distribution to beneficial owners holding shares in street name in the US. Therefore, it is Broadridge that most frequently bills and collects proxy distribution fees from issuers based on the NYSE's fee schedule.

The NYSE's fee structure currently provides for the following types of expense reimbursements related to the distribution of an issuer's proxy materials:

The rulemaking amends these fees, reducing some while increasing others. Broadridge has estimated that total fees paid by issuers to intermediaries will decrease by approximately 4% as a result of the rulemaking.

The rulemaking also:

To learn more about proxy statements and the proxy process, see Practice Notes, Proxy Statements and Securities Transfers and Proxy Voting.