Notice of Filing of Proposed Rule Change by New York Stock Exchange LLC to Memorialize an Interpretation

SECURITIES AND EXCHANGE COMMISSION (Release No. 34-59217; File No. SR-NYSE-2008-138 ) January 8, 2009 Self-Regulatory Organizations; Notice of Filing of Proposed Rule Change by New York Stock Exchange LLC to Memorialize an Interpretation of the Listed Company Manual Concerning Shareholder Approval Requirements and to Describe a Certain Application of its Audit Committee Rule 1Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the 2 3“Exchange Act”), and Rule 19b-4 thereunder, notice is hereby given that, on December 22, 2008, New York Stock Exchange LLC (the “NYSE” or the “Exchange”) filed with the Securities and Exchange Commission the proposed rule change as described in Items I, II and III below, which items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule changes from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to memorialize an interpretation of the Listed Company Manual. The text of the proposed rule change is available on the Exchange’s Web site (http://www.nyse.com), at the Exchange’s Office of the Secretary and at the Commission’s Public Reference Room. 1 15 U.S.C. 78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b-4. 2II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the ...