On April 8, 2013, the NYSE proposed a rule amendment that would remove Section 312.07, which establishes voting requirements for proposals requiring shareholder approval under NYSE rules, from its Listed Company Manual. Currently, Section 312.07 imposes voting requirements for shareholder meeting proposals where shareholder approval is a prerequisite to listing any additional or new securities. It requires approval by the majority of votes cast, provided the total votes cast represent over 50% of all securities entitled to vote on the proposal.

The NYSE noted in the proposed rule that, because the corporate law of each state may impose its own voting requirements and companies' by-laws or other governing documents often include more stringent voting requirements than those imposed by state law, Section 312.07 is unnecessary. The requirements in Section 312.07 can also be confusing to companies and shareholders because it requires companies to disclose and apply two separate voting standards to one type of proposal, while applying only the requirements of by-laws or state law to all other proposals. The removal of Section 312.07 would conform the NYSE's rules to those of NASDAQ and NYSE MKT LLC.

It seems that the NYSE has withdrawn this proposed amendment. The rule proposal is no longer posted on the NYSE's website or the SEC's website. It is not clear whether the NYSE will repropose an amendment or remain silent on this issue.

To learn more about NYSE shareholder approval requirements, see Practice Note, NYSE 20% Rule: Stockholder Approval Requirements for Securities Offerings and Comparative Corporate Governance Standards Chart: NYSE vs. NASDAQ: Stockholder Approvals: NYSE.