Under Current NASDAQ Rule 5810(c)(1), NASDAQ staff is required to issue a delisting determination, subjecting the company to immediate suspension and delisting, if a company fails to solicit proxies and hold its annual meeting as required by Rule 5620. The NASDAQ staff has no discretion to allow additional time for the company to regain compliance.

NASDAQ proposes to amend Rule 5810(c) to provide its staff with limited discretion to provide a listed company that failed to solicit proxies and hold its annual meeting of shareholders an extension of time to comply with those requirements.

NASDAQ notes that the only other circumstance under which a company is subject to immediate suspension and delisting is when the NASDAQ staff makes a determination pursuant to the Rule 5100 Series that the company’s continued listing raises a public interest concern. That determination generally is made only following discussion and review of the facts and circumstances with the company. For all other deficiencies under the Rule 5000 Series, a listed company is provided with either a fixed compliance period within which to regain compliance, or given the opportunity to submit a plan to regain compliance, which staff reviews and can allow the company additional time to implement.

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