80 FR 67461 - Self-Regulatory Organizations; C2 Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Certificate of Incorporation and Bylaws of Its Parent Company

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 211 (November 2, 2015)

Page Range		67461-67464
FR Document		2015-27798
Federal Register, Volume 80 Issue 211 (Monday, November 2, 2015)
[Federal Register Volume 80, Number 211 (Monday, November 2, 2015)]
[Notices]
[Pages 67461-67464]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-27798]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76281; File No. SR-C2-2015-026]


Self-Regulatory Organizations; C2 Exchange, Incorporated; Notice 
of Filing and Immediate Effectiveness of Proposed Rule Change To Amend 
the Certificate of Incorporation and Bylaws of Its Parent Company

October 27, 2015.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that, on October 23, 2015, C2 Options Exchange, Incorporated (the 
``Exchange'' or ``C2'') filed with the Securities and Exchange 
Commission (``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 change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the certificate of incorporation and 
bylaws of its parent Company, CBOE Holdings, Inc. (``CBOE Holdings''). 
The text of the proposed rule change is available on the Exchange's Web 
site (http://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), at 
the Exchange's Office of the Secretary, and at the Commission's Public 
Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    CBOE Holdings is proposing to make certain amendments to its 
Certificate and Bylaws.
Proposed Amendments to the Certificate
    CBOE Holdings proposes to make various amendments to its 
Certificate. First, CBOE Holdings proposes to eliminate references that 
are applicable only in connection with the CBOE demutualization and 
CBOE Holdings initial public offering (``IPO'') in 2010. Currently, the 
Certificate provides for the designation, preferences and rights 
related to Class A-1 and Class A-2 common stock that had been 
authorized by the Board and CBOE Holdings' stockholders prior to the 
IPO. No shares of Class A-1 or Class A-2 common stock are currently 
outstanding, nor would CBOE Holdings be able to issue such shares at 
any time in the future as the current Certificate limits their use to 
the conversion of Class A and Class B common stock, which was issued in 
connection with the IPO and has been retired. Accordingly, CBOE 
Holdings proposes to delete obsolete provisions

[[Page 67462]]

related to the designation, rights and preferences of these series of 
common stock. The Exchange also proposes to remove references to the 
10% ownership concentration limitation applicable before the IPO. This 
change would not change the current ownership concentration limitation, 
which is 20%. CBOE Holdings also proposes other non-substantive changes 
to the Certificate include referring to the ``Second'' Amended and 
Restated Certificate of Incorporation, clarifying that any stockholder 
votes on the Bylaws would be in addition to any votes required by law, 
and updating references to the Common Stock, as only one class of 
common stock will be outstanding. The Exchange notes that the proposed 
changes will not have any effect on the rights of a stockholder.\3\
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    \3\ For example, the Exchange notes that the proposed change in 
Article Fourth, subparagraph (c)(x) from ``Voting Common Stock'' to 
``stock of the Corporation entitled to vote thereon'' is not 
intended to affect the rights of a stockholder or change which class 
of shares are entitled to vote to increase or decrease the number of 
authorized shares of Preferred Stock. Specifically, the Exchange 
notes that, as is currently the case, for any proposal to increase 
or decrease the number of authorized shares of Preferred Stock, 
common stock would continue to vote together with any series of 
Preferred Stock that is allowed to vote on such a proposal pursuant 
to its terms. The Exchange also notes that the provisions in Article 
Sixth of the Certificate which limit ownership and voting 
concentration continue to apply and as such, any proposal to 
increase or decrease the number of authorized shares of Preferred 
Stock, if any, would be subject to those limitations.
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Proposed Amendments to the Bylaws
    CBOE Holdings also proposes to make various amendments to its 
Bylaws. First, CBOE Holdings proposes to adopt an Exclusive Forum 
Provision. Specifically, CBOE Holdings seeks to adopt Article 11--Forum 
for Adjudication of Disputes. Proposed Article 11 provides that 
Delaware would be the exclusive forum for any shareholder litigation 
against the Company. CBOE Holdings notes that the proposed adoption of 
Article 11 alleviates the risk of multi-forum shareholder litigation in 
which the same claims are litigated in different courts, which can 
potentially drain corporate resources, increase the distraction and 
hassle of litigation, and risk inconsistent rulings and judgments. CBOE 
Holdings also notes that exclusive forum provisions have been upheld by 
the Delaware Court of Chancery and that legislative amendments to the 
General Corporation Law of the State of Delaware (``DGCL'') related to 
exclusive forum provisions were recently signed into law by the 
Delaware governor and became effective August 1, 2015.\4\
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    \4\ See e.g., Boilermakers Local 154 Retirement Fund v. Chevron 
Corporation, 73 A.3d 934 (Del. Ch. 2013). The Chancery Court ruled 
that boards are statutorily empowered to adopt such bylaws so long 
as the specific corporate articles of organization permit director 
amendment of bylaws, which is generally the case. See also DGCL 
Section 115.
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    Next, CBOE Holdings proposes to amend various sections in Article 2 
to delete obsolete and/or unnecessary language, as well as reflect 
current best practices among Delaware corporations in the drafting of 
their governing documents, including changes with respect to the 
scheduling, notice and action at meetings and the nomination of 
directors. For example, Section 2.2 of the Bylaws is proposed to be 
amended to delete language requiring the annual meeting of stockholders 
to be held on the third Tuesday in May of each year, as the Exchange 
does not believe such requirement is necessary. Additionally, Section 
2.2 is proposed to be amended to eliminate now outdated language which 
provides that such requirement starts the year immediately following 
the year in which the restructuring of CBOE is consummated. Section 2.4 
of the Bylaws is proposed to be amended to add language providing that 
certain notice requirements of each meeting of stockholders apply 
except as otherwise provided by the Certificate of Incorporation or 
CBOE Holdings Bylaws. CBOE Holdings also proposes to add language to 
Section 2.4 to explicitly provide that notices of all meetings shall 
state the means of remote communications, if any, by which stockholders 
and proxy holders may be deemed to be present in person and vote at 
such meeting. CBOE Holdings notes that Section 2.1 already contemplates 
remote communications.\5\ Section 2.7 of the Bylaws is being amended to 
make the Bylaw language consistent with DGCL Section 222 (c) (Notice of 
meetings and adjourned meetings). Section 2.10 is being proposed to be 
amended to make certain clarifications relating to actions at meetings. 
For example, CBOE Holdings proposes to clarify that a majority of the 
votes properly cast upon any question other than an election of 
directors shall decide the question, except when a ``different'' 
(rather than ``larger'') vote is required by the Bylaws, rules or 
regulations of any stock exchange applicable to the Corporation, or any 
law or regulation applicable to the Corporation or its securities. 
Additionally, CBOE Holdings proposes to explicitly clarify that 
``abstentions'' and ``broker nonvotes'' are not counted as a vote case 
either ``for'' or ``against'' a director's election. Section 2.11 is 
being proposed to be amended to (i) eliminate outdated language and 
(ii) make minor changes related to the nomination process for election 
of Board of Directors in a manner similar to the practices of other 
Delaware corporations. For example, Section 2.11 is being amended with 
regards to notice requirements for director nominations in the event 
the annual meeting is not conducted within a certain period of time. 
Specifically, Section 2.11 currently provides that if the annual 
meeting is not held within thirty (30) days before or after the 
anniversary date of the preceding year's annual meeting of 
stockholders, the nominations must be delivered or mailed and received 
by the Secretary not later than the close of business on the 10th day 
following the date on which public announcement of the annual meeting 
date was made. CBOE Holdings seeks to amend Section 2.11 to permit the 
annual meeting to be held up to seventy (70) days after the anniversary 
date of the immediately preceding annual meeting without altering the 
deadlines regarding when the nominations must be delivered or mailed 
and received by apply and to also confirm that an adjournment or 
postponement of an annual meeting does not commence a new time period 
or extend any time period for a stockholder's notice. CBOE Holdings 
notes that the proposed change provides CBOE Holdings more flexibility 
with regards to scheduling the annual meeting date without altering the 
time periods for stockholder notices for director nominations. CBOE 
Holdings additionally proposes to amend Section 2.11 to clarify that 
stockholder notices for director nominations shall also set forth any 
other information relating to the stockholder and beneficial owner, if 
any, required to be disclosed in a proxy statement or other filings 
required to be made in connection with solicitations of proxies, as 
well and also explicitly provide that CBOE Holdings may require any 
proposed nominee to furnish any other information that CBOE Holdings 
may reasonable require to determine eligibility of the proposed nominee 
to serve as director of the Corporation.
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    \5\ See CBOE Holdings Bylaws, Section 2.1 which provides that 
``all meetings of stockholders shall be held at such place, if any, 
within or without the State of Delaware . . .''
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    CBOE Holdings also proposes to amend the Bylaws to make other non-
substantive changes. For example, CBOE Holdings proposes to amend 
Section 3.4 of the Bylaws to provide that a director may resign by 
giving either written or electronic notice as well as

[[Page 67463]]

proposes to delete an unnecessary sentence related to the term of the 
Executive Committee members in Article 4, Section 4.2.\6\ Additionally, 
CBOE Holdings proposes to make non-substantive, clarifying changes to 
Section 9.3 of the Bylaws including adding the term ``equity owners'' 
(in addition to the current terms of ``stockholders'' and 
``shareholders''). CBOE Holdings also proposes to amend Section 10.1 of 
the Bylaws. Specifically, Section 10.1 currently provides that 
stockholders of CBOE Holdings may amend the Bylaws, provided that 
notice of the proposed change was given in the notice of the 
stockholders meeting at which such action is to be taken. CBOE Holdings 
proposes to eliminate this requirement as it does not believe it is 
substantive or necessary. Particularly, CBOE Holdings notes that this 
requirement is already provided for in Section 2.12 of the Bylaws.\7\ 
Additionally, CBOE Holdings notes that Article Twelfth of the 
Certificate, which governs amendments of the Bylaws by stockholders of 
CBOE Holdings, does not include this requirement. Accordingly, and in 
order to conform Section 10.1 of the Bylaws to Article Twelfth of the 
Certificate, CBOE Holdings proposes to remove this language from 
Section 10.1. CBOE Holdings also proposes to amend Section 10.2 of the 
Bylaws to replace the reference of ``CBOE'' to ``Chicago Board Options 
Exchange, Incorporated'' to avoid any potential confusion as to what 
CBOE refers to.
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    \6\ The Exchange notes that pursuant to Section 3.2 of the 
Bylaws, directors are to be elected annually and thus the term for 
any Board committee composed exclusively of directors would be for 
no longer than one year. The Exchange also notes that the terms for 
members of other Board committees are also not explicitly referenced 
or included in CBOE Holdings' Bylaws. See Article 4, Sections 4.3 
(The Audit Committee), 4.4 (The Compensation Committee) and 4.5 (The 
Nominating and Governance Committee).
    \7\ See Section 2.12 of the Bylaws which provides ``To be in 
proper written form, a stockholder's notice to the Secretary shall 
set forth . . . the text of any resolutions proposed for 
consideration and, in the event that such business includes a 
proposal to amend the Bylaws of the Corporation, the language of the 
proposed amendment . . .''
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2. Statutory Basis

    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\8\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \9\ requirements that the rules of an exchange be 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in regulating, clearing, 
settling, processing information with respect to, and facilitating 
transactions in securities, to remove impediments to and perfect the 
mechanism of a free and open market and a national market system, and, 
in general, to protect investors and the public interest. Additionally, 
the Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \10\ requirement that the rules of an exchange not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
    \10\ Id.
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    In particular, CBOE Holdings believes that eliminating references 
in the Certificate that are applicable only in connection with the 2010 
IPO removes obsolete language and alleviates potential confusion. 
Additionally, CBOE Holdings believes the remaining changes to the 
Certificate are non-substantive and clarifying in nature, which makes 
the Certificate easier to read and also alleviates potential confusion. 
The alleviation of potential confusion removes impediments to and 
perfects the mechanism of a free and open market and a national market 
system, and, in general, protect investors and the public interest.
    The Exchange believes adopting Article 11 governing the forum for 
adjudication of disputes alleviates the risk of multi-forum shareholder 
litigation in which the same claims are litigated in different courts, 
which can potentially drain corporate resources, increase the 
distraction and hassle of litigation, and risk inconsistent rulings and 
judgments. The Exchange believes alleviating potential drain on 
corporate resources allows the Exchange to direct such resources in 
administration of the Exchange, enhancing investor protection.
    CBOE Holdings believes the remaining changes are either clarifying 
in nature or reflect current best practices among Delaware corporations 
in the drafting of their governing documents and thus enhance investor 
protection by making CBOE Holdings governance documents clearer and 
easier to understand and in line with current governance best 
practices.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Because the proposed rule change relates to the governance of CBOE 
Holdings and not to the operations of the Exchange, the Exchange does 
not believe that the proposed rule change will impose any burden on 
competition not necessary or appropriate in furtherance of the purposes 
of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange neither solicited nor received comments on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing proposed rule change does not:
    A. significantly affect the protection of investors or the public 
interest;
    B. impose any significant burden on competition; and
    C. become operative for 30 days from the date on which it was 
filed, or such shorter time as the Commission may designate, it has 
become effective pursuant to Section 19(b)(3)(A) of the Act \11\ and 
Rule 19b-4(f)(6) \12\ thereunder. At any time within 60 days of the 
filing of the proposed rule change, the Commission summarily may 
temporarily suspend such rule change if it appears to the Commission 
that such action is necessary or appropriate in the public interest, 
for the protection of investors, or otherwise in furtherance of the 
purposes of the Act. If the Commission takes such action, the 
Commission will institute proceedings to determine whether the proposed 
rule change should be approved or disapproved.
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    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(6).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml;); or
     Send an email to [email protected]. Please include 
File Number SR-C2-2015-026 on the subject line.

[[Page 67464]]

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-C2-2015-026. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-C2-2015-026 and should be 
submitted on or before November 23, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-27798 Filed 10-30-15; 8:45 am]
BILLING CODE 8011-01-P
Federal Register / Vol. 80, No. 211 / Monday, November 2, 2015 / Notices 67461

provisions as the proposed rule change, Internet Web site (http://www.sec.gov/ notice to solicit comments on the
as described above. rules/sro.shtml). Copies of the proposed rule change from interested
The proposed rule change to add submission, all subsequent persons.
detail to the rules regarding the impact amendments, all written statements
I. Self-Regulatory Organization’s
of changes in the leg markets on a COA with respect to the proposed rule
Statement of the Terms of Substance of
describes current functionality and is change that are filed with the
the Proposed Rule Change
merely intended to enhance the Commission, and all written
description of this functionality in the communications relating to the The Exchange proposes to amend the
Rules, and thus has no impact on proposed rule change between the certificate of incorporation and bylaws
competition. The nonsubstantive and Commission and any person, other than of its parent Company, CBOE Holdings,
technical changes have no impact on those that may be withheld from the Inc. (‘‘CBOE Holdings’’). The text of the
competition. public in accordance with the proposed rule change is available on the
provisions of 5 U.S.C. 552, will be Exchange’s Web site (http://
C. Self-Regulatory Organization’s available for Web site viewing and www.cboe.com/AboutCBOE/
Statement on Comments on the printing in the Commission’s Public CBOELegalRegulatoryHome.aspx), at
Proposed Rule Change Received From Reference Room, 100 F Street NE., the Exchange’s Office of the Secretary,
Members, Participants, or Others Washington, DC 20549 on official and at the Commission’s Public
The Exchange neither solicited nor business days between the hours of Reference Room.
received comments on the proposed 10:00 a.m. and 3:00 p.m. Copies of the II. Self-Regulatory Organization’s
rule change. filing also will be available for Statement of the Purpose of, and
inspection and copying at the principal Statutory Basis for, the Proposed Rule
III. Date of Effectiveness of the
office of the Exchange. All comments Change
Proposed Rule Change and Timing for
received will be posted without change;
Commission Action In its filing with the Commission, the
the Commission does not edit personal
Within 45 days of the date of identifying information from Exchange included statements
publication of this notice in the Federal submissions. You should submit only concerning the purpose of and basis for
Register or within such longer period information that you wish to make the proposed rule change and discussed
up to 90 days (i) as the Commission may available publicly. All submissions any comments it received on the
designate if it finds such longer period should refer to File Number SR–CBOE– proposed rule change. The text of these
to be appropriate and publishes its 2015–089 and should be submitted on statements may be examined at the
reasons for so finding or (ii) as to which or before November 23, 2015. places specified in Item IV below. The
the Exchange consents, the Commission Exchange has prepared summaries, set
For the Commission, by the Division of forth in sections A, B, and C below, of
will: Trading and Markets, pursuant to delegated
A. By order approve or disapprove authority.29
the most significant aspects of such
such proposed rule change, or statements.
Robert W. Errett,
B. institute proceedings to determine Deputy Secretary. A. Self-Regulatory Organization’s
whether the proposed rule change Statement of the Purpose of, and
[FR Doc. 2015–27793 Filed 10–30–15; 8:45 am]
should be disapproved. Statutory Basis for, the Proposed Rule
BILLING CODE 8011–01–P
IV. Solicitation of Comments Change
Interested persons are invited to 1. Purpose
SECURITIES AND EXCHANGE
submit written data, views, and CBOE Holdings is proposing to make
COMMISSION
arguments concerning the foregoing, certain amendments to its Certificate
including whether the proposed rule [Release No. 34–76281; File No. SR–C2– and Bylaws.
change is consistent with the Act. 2015–026]
Comments may be submitted by any of Proposed Amendments to the Certificate
the following methods: Self-Regulatory Organizations; C2 CBOE Holdings proposes to make
Exchange, Incorporated; Notice of various amendments to its Certificate.
Electronic Comments Filing and Immediate Effectiveness of First, CBOE Holdings proposes to
• Use the Commission’s Internet Proposed Rule Change To Amend the eliminate references that are applicable
comment form (http://www.sec.gov/ Certificate of Incorporation and Bylaws only in connection with the CBOE
rules/sro.shtml); or of Its Parent Company demutualization and CBOE Holdings
• Send an email to rule-comments@ October 27, 2015. initial public offering (‘‘IPO’’) in 2010.
sec.gov. Please include File Number SR– Pursuant to Section 19(b)(1) of the Currently, the Certificate provides for
CBOE–2015–089 on the subject line. Securities Exchange Act of 1934 the designation, preferences and rights
Paper Comments (‘‘Act’’),1 and Rule 19b–4 thereunder,2 related to Class A–1 and Class A–2
notice is hereby given that, on October common stock that had been authorized
• Send paper comments in triplicate 23, 2015, C2 Options Exchange, by the Board and CBOE Holdings’
to Secretary, Securities and Exchange Incorporated (the ‘‘Exchange’’ or ‘‘C2’’) stockholders prior to the IPO. No shares
Commission, 100 F Street NE., filed with the Securities and Exchange of Class A–1 or Class A–2 common
Washington, DC 20549–1090. stock are currently outstanding, nor
asabaliauskas on DSK5VPTVN1PROD with NOTICES

Commission (‘‘Commission’’) the
All submissions should refer to File proposed rule change as described in would CBOE Holdings be able to issue
Number SR–CBOE–2015–089. This file Items I, II, and III below, which Items such shares at any time in the future as
number should be included on the have been prepared by the Exchange. the current Certificate limits their use to
subject line if email is used. To help the The Commission is publishing this the conversion of Class A and Class B
Commission process and review your common stock, which was issued in
comments more efficiently, please use 29 17 CFR 200.30–3(a)(12). connection with the IPO and has been
only one method. The Commission will 1 15 U.S.C. 78s(b)(1). retired. Accordingly, CBOE Holdings
post all comments on the Commission’s 2 17 CFR 240.19b–4. proposes to delete obsolete provisions

VerDate Sep<11>2014 18:55 Oct 30, 2015 Jkt 238001 PO 00000 Frm 00080 Fmt 4703 Sfmt 4703 E:\FR\FM\02NON1.SGM 02NON1
Federal Register / Vol. 80, No. 211 / Monday, November 2, 2015 / Notices 67463

proposes to delete an unnecessary 6(b)(5) 9 requirements that the rules of B. Self-Regulatory Organization’s
sentence related to the term of the an exchange be designed to prevent Statement on Burden on Competition
Executive Committee members in fraudulent and manipulative acts and Because the proposed rule change
Article 4, Section 4.2.6 Additionally, practices, to promote just and equitable relates to the governance of CBOE
CBOE Holdings proposes to make non- principles of trade, to foster cooperation Holdings and not to the operations of
substantive, clarifying changes to and coordination with persons engaged the Exchange, the Exchange does not
Section 9.3 of the Bylaws including in regulating, clearing, settling, believe that the proposed rule change
adding the term ‘‘equity owners’’ (in processing information with respect to, will impose any burden on competition
addition to the current terms of and facilitating transactions in not necessary or appropriate in
‘‘stockholders’’ and ‘‘shareholders’’). securities, to remove impediments to furtherance of the purposes of the Act.
CBOE Holdings also proposes to amend and perfect the mechanism of a free and
Section 10.1 of the Bylaws. Specifically, C. Self-Regulatory Organization’s
open market and a national market
Section 10.1 currently provides that Statement on Comments on the
system, and, in general, to protect
stockholders of CBOE Holdings may Proposed Rule Change Received From
investors and the public interest. Members, Participants, or Others
amend the Bylaws, provided that notice Additionally, the Exchange believes the
of the proposed change was given in the The Exchange neither solicited nor
proposed rule change is consistent with
notice of the stockholders meeting at received comments on the proposed
the Section 6(b)(5) 10 requirement that
which such action is to be taken. CBOE rule change.
the rules of an exchange not be designed
Holdings proposes to eliminate this
to permit unfair discrimination between III. Date of Effectiveness of the
requirement as it does not believe it is
substantive or necessary. Particularly, customers, issuers, brokers, or dealers. Proposed Rule Change and Timing for
CBOE Holdings notes that this In particular, CBOE Holdings believes Commission Action
requirement is already provided for in that eliminating references in the Because the foregoing proposed rule
Section 2.12 of the Bylaws.7 Certificate that are applicable only in change does not:
Additionally, CBOE Holdings notes that connection with the 2010 IPO removes A. significantly affect the protection
Article Twelfth of the Certificate, which obsolete language and alleviates of investors or the public interest;
governs amendments of the Bylaws by potential confusion. Additionally, CBOE B. impose any significant burden on
stockholders of CBOE Holdings, does Holdings believes the remaining competition; and
not include this requirement. changes to the Certificate are non- C. become operative for 30 days from
Accordingly, and in order to conform substantive and clarifying in nature, the date on which it was filed, or such
Section 10.1 of the Bylaws to Article which makes the Certificate easier to shorter time as the Commission may
Twelfth of the Certificate, CBOE read and also alleviates potential designate, it has become effective
Holdings proposes to remove this confusion. The alleviation of potential pursuant to Section 19(b)(3)(A) of the
language from Section 10.1. CBOE confusion removes impediments to and Act 11 and Rule 19b–4(f)(6) 12
Holdings also proposes to amend perfects the mechanism of a free and thereunder. At any time within 60 days
Section 10.2 of the Bylaws to replace the open market and a national market of the filing of the proposed rule change,
reference of ‘‘CBOE’’ to ‘‘Chicago Board the Commission summarily may
system, and, in general, protect
Options Exchange, Incorporated’’ to temporarily suspend such rule change if
investors and the public interest.
avoid any potential confusion as to what it appears to the Commission that such
CBOE refers to. The Exchange believes adopting action is necessary or appropriate in the
Article 11 governing the forum for public interest, for the protection of
2. Statutory Basis adjudication of disputes alleviates the investors, or otherwise in furtherance of
The Exchange believes the proposed risk of multi-forum shareholder the purposes of the Act. If the
rule change is consistent with the litigation in which the same claims are Commission takes such action, the
Securities Exchange Act of 1934 (the litigated in different courts, which can Commission will institute proceedings
‘‘Act’’) and the rules and regulations potentially drain corporate resources, to determine whether the proposed rule
thereunder applicable to the Exchange increase the distraction and hassle of change should be approved or
and, in particular, the requirements of litigation, and risk inconsistent rulings disapproved.
Section 6(b) of the Act.8 Specifically, and judgments. The Exchange believes IV. Solicitation of Comments
the Exchange believes the proposed rule alleviating potential drain on corporate
change is consistent with the Section resources allows the Exchange to direct Interested persons are invited to
such resources in administration of the submit written data, views and
6 The Exchange notes that pursuant to Section 3.2 Exchange, enhancing investor arguments concerning the foregoing,
of the Bylaws, directors are to be elected annually protection. including whether the proposed rule
and thus the term for any Board committee change is consistent with the Act.
composed exclusively of directors would be for no CBOE Holdings believes the Comments may be submitted by any of
longer than one year. The Exchange also notes that remaining changes are either clarifying
the terms for members of other Board committees the following methods:
are also not explicitly referenced or included in
in nature or reflect current best practices
CBOE Holdings’ Bylaws. See Article 4, Sections 4.3 among Delaware corporations in the Electronic Comments
(The Audit Committee), 4.4 (The Compensation drafting of their governing documents • Use the Commission’s Internet
asabaliauskas on DSK5VPTVN1PROD with NOTICES

Committee) and 4.5 (The Nominating and and thus enhance investor protection by
Governance Committee).
comment form (http://www.sec.gov/
7 See Section 2.12 of the Bylaws which provides making CBOE Holdings governance rules/sro.shtml;); or
‘‘To be in proper written form, a stockholder’s documents clearer and easier to • Send an email to rule-comments@
notice to the Secretary shall set forth . . . the text understand and in line with current sec.gov. Please include File Number SR–
of any resolutions proposed for consideration and, governance best practices. C2–2015–026 on the subject line.
in the event that such business includes a proposal
to amend the Bylaws of the Corporation, the
language of the proposed amendment . . .’’ 9 15 U.S.C. 78f(b)(5). 11 15 U.S.C. 78s(b)(3)(A).
8 15 U.S.C. 78f(b). 10 Id. 12 17 CFR 240.19b–4(f)(6).

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67464 Federal Register / Vol. 80, No. 211 / Monday, November 2, 2015 / Notices

Paper Comments Regulation R, Rule 701; SEC File No. 270– Commission, c/o Remi Pavlik-Simon,
562, OMB Control No. 3235–0624. 100 F Street NE., Washington, DC
• Send paper comments in triplicate 20549, or by sending an email to PRA_
Notice is hereby given that pursuant
to Secretary, Securities and Exchange Mailbox@sec.gov. Comments must be
to the Paperwork Reduction Act of 1995
Commission, 100 F Street NE., submitted to OMB within 30 days of
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
Washington, DC 20549–1090. this notice.
Securities and Exchange Commission
All submissions should refer to File (‘‘Commission’’) has submitted to the Dated: October 27, 2015.
Number SR–C2–2015–026. This file Office of Management and Budget Robert W. Errett,
number should be included on the (‘‘OMB’’) a request for approval of Deputy Secretary.
subject line if email is used. To help the extension of the previously approved
[FR Doc. 2015–27801 Filed 10–30–15; 8:45 am]
Commission process and review your collection of information provided for in
BILLING CODE 8011–01–P
comments more efficiently, please use Regulation R, Rule 701 (17 CFR 247.701)
only one method. The Commission will under the Securities Exchange Act of
post all comments on the Commission’s 1934 (15 U.S.C. 78a et seq.). SECURITIES AND EXCHANGE
Internet Web site (http://www.sec.gov/ Regulation R, Rule 701 requires a
COMMISSION
rules/sro.shtml). Copies of the broker or dealer (as part of a written
submission, all subsequent agreement between the bank and the [Release No. 34–76282; File No. SR–CBOE–
amendments, all written statements broker or dealer) to notify the bank if the 2015–092]
with respect to the proposed rule broker or dealer makes certain
change that are filed with the determinations regarding the financial Self-Regulatory Organizations;
status of the customer, a bank Chicago Board Options Exchange,
Commission, and all written
employee’s statutory disqualification Incorporated; Notice of Filing and
communications relating to the
status, and compliance with suitability Immediate Effectiveness of Proposed
proposed rule change between the
or sophistication standards. Rule Change To Amend the Certificate
Commission and any person, other than
The Commission estimates that of Incorporation and Bylaws of its
those that may be withheld from the
brokers or dealers would, on average, Parent Company
public in accordance with the
provisions of 5 U.S.C. 552, will be notify 1,000 banks approximately two October 27, 2015.
available for Web site viewing and times annually about a determination Pursuant to Section 19(b)(1) of the
printing in the Commission’s Public regarding a customer’s high net worth or Securities Exchange Act of 1934
Reference Room, 100 F Street NE., institutional status or suitability or (‘‘Act’’),1 and Rule 19b–4 thereunder,2
Washington, DC 20549, on official sophistication standing as well as a notice is hereby given that, on October
business days between the hours of bank employee’s statutory 23, 2015, Chicago Board Options
10:00 a.m. and 3:00 p.m. Copies of the disqualification status. Based on these Exchange, Incorporated (the ‘‘Exchange’’
filing also will be available for estimates, the Commission anticipates or ‘‘CBOE’’) filed with the Securities
inspection and copying at the principal that Regulation R, Rule 701 would result and Exchange Commission
office of the Exchange. All comments in brokers or dealers making (‘‘Commission’’) the proposed rule
received will be posted without change; approximately 2,000 notifications to change as described in Items I, II, and
the Commission does not edit personal banks per year. The Commission further III below, which Items have been
identifying information from estimates (based on the level of prepared by the Exchange. The
submissions. You should submit only difficulty and complexity of the Commission is publishing this notice to
information that you wish to make applicable activities) that a broker or solicit comments on the proposed rule
available publicly. All submissions dealer would spend approximately 15 change from interested persons.
should refer to File Number SR–C2– minutes per notice to a bank. Therefore,
the estimated total annual third party I. Self-Regulatory Organization’s
2015–026 and should be submitted on Statement of the Terms of Substance of
or before November 23, 2015. disclosure burden for the requirements
in Regulation R, Rule 701 is 500 1 hours the Proposed Rule Change
For the Commission, by the Division of for brokers or dealers. The Exchange proposes to amend the
Trading and Markets, pursuant to delegated
An agency may not conduct or certificate of incorporation and bylaws
authority.13
sponsor, and a person is not required to of its parent Company, CBOE Holdings,
Robert W. Errett,
respond to, a collection of information Inc. (‘‘CBOE Holdings’’). The text of the
Deputy Secretary. unless it displays a currently valid OMB proposed rule change is available on the
[FR Doc. 2015–27798 Filed 10–30–15; 8:45 am] control number. Exchange’s Web site (http://
BILLING CODE 8011–01–P The public may view background www.cboe.com/AboutCBOE/
documentation for this information CBOELegalRegulatoryHome.aspx), at
collection at the following Web site: the Exchange’s Office of the Secretary,
SECURITIES AND EXCHANGE www.reginfo.gov. Comments should be and at the Commission’s Public
COMMISSION directed to: (i) Desk Officer for the Reference Room.
Securities and Exchange Commission,
Submission for OMB Review; Office of Information and Regulatory II. Self-Regulatory Organization’s
Comment Request Affairs, Office of Management and Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
asabaliauskas on DSK5VPTVN1PROD with NOTICES

Upon Written Request Copies Available Budget, Room 10102, New Executive
Office Building, Washington, DC 20503 Change
From: Securities and Exchange
Commission, Office of FOIA Services, or by sending an email to: Shagufta_ In its filing with the Commission, the
100 F Street NE., Washington, DC Ahmed@comb.eop.gov; and (ii) Pamela Exchange included statements
20549–2736. Dyson, Director/Chief Information concerning the purpose of and basis for
Officer, Securities and Exchange the proposed rule change and discussed
Extension:
1 (2000 notices × 15 minutes) = 30,000 minutes/ 1 15 U.S.C. 78s(b)(1).
13 17 CFR 200.30–3(a)(12). 60 minutes = 500 hours. 2 17 CFR 240.19b–4.

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Document Created: 2018-03-01 11:29:21
Document Modified: 2018-03-01 11:29:21
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		80 FR 67461