81 FR 19678 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Proposed Rule Change To Require Listed Companies to Publicly Disclose Compensation or Other Payments by Third Parties to Board of Director's Members or Nominees
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 65 (April 5, 2016)
Federal Register Volume 81, Issue 65 (April 5, 2016)
| Page Range | 19678-19680 | |
| FR Document | 2016-07688 |
[Federal Register Volume 81, Number 65 (Tuesday, April 5, 2016)] [Notices] [Pages 19678-19680] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-07688] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-77481; File No. SR-NASDAQ-2016-013] Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Proposed Rule Change To Require Listed Companies to Publicly Disclose Compensation or Other Payments by Third Parties to Board of Director's Members or Nominees March 30, 2016. 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 March 15, 2016, The Nasdaq Stock Market LLC (``Exchange'') filed with the Securities and Exchange Commission (``SEC'' or ``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. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to require listed companies to publicly disclose compensation or other payments by third parties to any nominee for director or sitting director in connection with their candidacy for or service on the companies' Board of Directors. The text of the proposed rule change is available on the Exchange's Web site at http://nasdaq.cchwallstreet.com, at the principal office of the Exchange, 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 [[Page 19679]] 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 Nasdaq Rules require listed companies to make public disclosure in several areas. For example, a listed company is required to publicly disclose material information that would reasonably be expected to affect the value of its securities or influence investors' decisions as well as when non-independent directors serve on a committee that generally requires only independent directors, such as for a controlled company or under exceptional and limited circumstances.\3\ A listed company is also required to file required periodic reports with the Commission.\4\ A principal purpose of these disclosure requirements is to protect investors and ensure these investors have necessary information to make informed investment and voting decisions. --------------------------------------------------------------------------- \3\ See Rules 5250(b)(1), 5615(c)(2), 5605(c)(2)(B), 5605(d)(2)(B) and 5605(e)(3). \4\ See Rule 5250(c). --------------------------------------------------------------------------- In recent years, Nasdaq has observed one area where investors may not have complete information. This is when third parties compensate directors in connection with their candidacy for and/or service on company Boards of Directors. This third-party compensation, which may not be publicly disclosed, arises when a shareholder privately offers to compensate nominee directors in connection with those nominees' candidacy or service as directors. These arrangements vary but may include compensating directors based on achieving benchmarks such as an increase in share price over a fixed term.\5\ --------------------------------------------------------------------------- \5\ The Commission notes that various provisions of the federal securities laws already require the disclosure of compensation arrangements between third parties and directors or director nominees. See, e.g., Items 401(a) and 402(a)(2) of Regulation S-K; Item 5(b) of Schedule 14A; and Item 5.02(d) of Form 8-K. --------------------------------------------------------------------------- Nasdaq believes these undisclosed compensation arrangements potentially raise several concerns, including that they may lead to conflicts of interest among directors and call into question the directors' ability to satisfy their fiduciary duties. These arrangements may also tend to promote a focus on short-term results at the expense of long-term value creation. Nasdaq believes that enhancing transparency around third-party board compensation would help address these concerns and would benefit investors by making available information potentially relevant to investment and voting decisions. Nasdaq further believes that the proposed disclosure would not create meaningful burdens on directors or those making these payments nor on the companies required to make the disclosure. Accordingly, Nasdaq is proposing to adopt Rule 5250(c) to require listed companies \6\ to publicly disclose on or through the companies' Web site or proxy statement for the next annual meeting at which directors are elected (or, if they do not file proxy statements, in Form 10-K or Form 20-F),\7\ all agreements and arrangements between any director or nominee and any person or entity (other than the company) that provide for compensation or other payment in connection with that person's candidacy or service as a director.\8\ --------------------------------------------------------------------------- \6\ Pursuant to Listing Rule 5615(a)(3), a foreign private issuer may follow home country practice in lieu of the requirements of the proposed rule. \7\ This disclosure method is consistent with the method under Listing Rule 5605(d)(2)(B) for disclosure of the appointment of a non-independent compensation committee member under exceptional and limited circumstances. A Company that provides disclosure under Commission rules--including the requirement in Item 5.02(d)(2) of Form 8-K to provide ``a brief description of any arrangement or understanding between the new director and any other persons, naming such persons, pursuant to which such director was selected as a director''--would not have to make separate disclosure under the proposed rule if the disclosure identifies the material terms of the agreement or arrangement and the Commission disclosure document (i.e., Form 8-K) is posted on the company's Web site. However, such an agreement or arrangement is subject to the continuous disclosure requirements of the proposed rule on an annual basis. \8\ The proposal is intended to apply to agreements and arrangements whether or not the right to nominate a director legally belongs to the third party. See IM 5605-7 (Independent Director Oversight of Director Nominations). --------------------------------------------------------------------------- A listed company's obligation under the proposed rule to publicly disclose such arrangements is continuous and will terminate at the earlier of the resignation of the director subject to the arrangement or one year following the termination of the arrangement. The proposed rule is intended to be construed broadly and apply to both compensation and other forms of payment such as health insurance premiums that are made in connection with a person's candidacy or service as a director. Further, at a minimum, the disclosure should identify the parties to and the material terms of the agreement or arrangement. To allow listed companies affected by the proposed rule a transition period, the rule will be effective on June 30, 2016.\9\ --------------------------------------------------------------------------- \9\ The Commission notes that the proposed effective date of June 30, 2016 is contingent on Commission approval of the rule proposal under Section 19(b) of the Act by that date. --------------------------------------------------------------------------- In recognition of circumstances that do not raise the concerns noted above or where such disclosure may be duplicative, the proposed rule would not apply to agreements and arrangements that existed before the nominee's candidacy and have been otherwise publicly disclosed, for example, pursuant to Items 402(a)(2) or 402(k) of Regulation S-K or in a director's biographical summary included in periodic reports filed with the Commission. An example of an agreement or arrangement falling under this exception is a director or a nominee for director being employed by a private equity fund where employees are expected to and routinely serve on the boards of the fund's portfolio companies and their remuneration is not materially affected by such service. If such a director or a nominee's remuneration is materially increased in connection with such person's candidacy or service as a director of the company, only the difference between the new and the previous level of compensation needs to be disclosed under the proposed rule. Additionally, the proposed rule would not apply to agreements and arrangements that relate only to reimbursement of expenses incurred in connection with candidacy as a director, whether or not such reimbursement arrangement has been publicly disclosed. Finally, Commission Rule 14a-12(c) subjects persons soliciting proxies in opposition to companies' proxy solicitation to certain disclosure requirements of Schedule 14A of the Act. The proposed rule relieves the company from the initial disclosure requirements of the proposed rule where an agreement or arrangement for a director or a nominee has been disclosed under Item 5(b) of Schedule 14A of the Act. However, such an agreement or arrangement is subject to the continuous disclosure requirements of the proposed rule on an annual basis. Further, in recognition that a company, despite reasonable efforts, may not be able to identify all such agreements and arrangements, the proposed rule provides that a company shall not be deficient with the proposed requirement if it has undertaken reasonable efforts to identify all such agreements and arrangements, including by asking each director or nominee in a [[Page 19680]] manner designed to allow timely disclosure, and upon discovery of a non-disclosed arrangement, promptly makes the required disclosure by filing a Form 8-K or 6-K, where required by Commission rules, or by issuing a press release. In cases where a company is considered deficient, the company must provide a plan to regain compliance. Consistent with deficiencies from most other rules that allow a company to submit a plan to regain compliance,\10\ Nasdaq proposes to allow companies deficient under the proposed rule 45 calendar days to submit a plan sufficient to satisfy Nasdaq staff that the company has adopted processes and procedures designed to identify and disclose relevant agreements and arrangements in the future. If the company does not do so, it would be issued a Staff Delisting Determination, which the company could appeal to a Hearings Panel pursuant to Rule 5815.\11\ --------------------------------------------------------------------------- \10\ Pursuant to Rule 5810(c)(2)(A), a company is provided 45 days to submit a plan to regain compliance with Rules 5620(c) (Quorum), 5630 (Review of Related Party Transactions), 5635 (Shareholder Approval), 5250(c)(3) (Auditor Registration), 5255(a) (Direct Registration Program), 5610 (Code of Conduct), 5615(a)(4)(E) (Quorum of Limited Partnerships), 5615(a)(4)(G) (Related Party Transactions of Limited Partnerships), and 5640 (Voting Rights). A company is generally provided 60 days to submit a plan to regain compliance with the requirement to timely file periodic reports contained in Rule 5250(c)(1). \11\ Separate from this proposed rule change, Nasdaq is surveying interested parties as to whether Nasdaq should propose additional requirements surrounding directors and candidates that receive third party payments, including whether such directors should be prohibited from being considered independent under Nasdaq rules or prohibited from serving on the board altogether. Nasdaq has made no decision about whether to propose additional rules. If Nasdaq does determine to propose additional rules, any proposal would be subject to a separate rule filing. Listing Rule 5605(a)(2) excludes from the definition of Independent Director any ``individual having a relationship which, in the opinion of the Company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.'' --------------------------------------------------------------------------- 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act,\12\ in general, and furthers the objectives of Section 6(b)(5) of the Act,\13\ in particular, in that it is designed to promote just and equitable principles of trade, 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. The proposal accomplishes these objectives by enhancing transparency around third party compensation and payments made in connection with board service. The Exchange believes such disclosure has several benefits: It would provide information to investors to help them make meaningful investing and voting decisions. It would also address potential concerns that undisclosed third party compensation arrangements may lead to conflicts of interest among directors and call into question their ability to satisfy fiduciary duties. --------------------------------------------------------------------------- \12\ 15 U.S.C. 78f(b). \13\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- B. Self-Regulatory Organization's Statement on Burden on Competition 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, as amended. The proposed rule to require listed companies to disclose third party compensation and payments in connection with board service is intended to provide meaningful information to investors and to address potential concerns with undisclosed compensation schemes without creating unnecessary burdens on directors or those making the payments. Further, the proposed rule change is intended to promote transparency and protect investors and is not being adopted for competitive purposes. To the extent a competitor marketplace believes that the proposed rule change places them at a competitive disadvantage, it may file with the Commission a proposed rule change to adopt the same or similar rule. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 days of the date of publication of this notice in the Federal Register or within such longer period (i) as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the Exchange consents, the Commission shall: (a) By order approve or disapprove such proposed rule change, or (b) institute proceedings to determine whether the proposed rule change should be disapproved. 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 CommentsUse 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-NASDAQ-2016-013 on the subject line. 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-NASDAQ-2016-013. 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-NASDAQ-2016-013 and should be submitted on or before April 26, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\14\ --------------------------------------------------------------------------- \14\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Robert W. Errett, Deputy Secretary. [FR Doc. 2016-07688 Filed 4-4-16; 8:45 am] BILLING CODE 8011-01-P
![19678 Federal Register / Vol. 81, No. 65 / Tuesday, April 5, 2016 / Notices
are intended to make the rules clearer (A) By order approve or disapprove For the Commission, by the Division of
and less confusing for participants and the proposed rule change, or Trading and Markets, pursuant to delegated
investors and to eliminate potential (B) institute proceedings to determine authority.25
confusion, thereby removing whether the proposed rule change Robert W. Errett,
impediments to and perfecting the should be disapproved. Deputy Secretary.
mechanism of a free and open market [FR Doc. 2016–07684 Filed 4–4–16; 8:45 am]
IV. Solicitation of Comments
and a national market system, and, in BILLING CODE 8011–01–P
general, protecting investors and the Interested persons are invited to
public interest. submit written data, views, and
Finally, the Exchange believes that it arguments concerning the foregoing, SECURITIES AND EXCHANGE
is subject to significant competitive including whether the proposed rule COMMISSION
forces, as described below in the change, as modified by Amendment No. [Release No. 34–77481; File No. SR–
Exchange’s statement regarding the 1, is consistent with the Act. Comments NASDAQ–2016–013]
burden on competition. may be submitted by any of the
For these reasons, the Exchange following methods: Self-Regulatory Organizations; The
believes that the proposal is consistent Nasdaq Stock Market LLC; Notice of
with the Act. Electronic Comments
Filing of Proposed Rule Change To
• Use the Commission’s Internet Require Listed Companies to Publicly
B. Self-Regulatory Organization’s
comment form (http://www.sec.gov/ Disclose Compensation or Other
Statement on Burden on Competition
rules/sro.shtml); or Payments by Third Parties to Board of
In accordance with Section 6(b)(8) of • Send an email to rule-comments@ Director’s Members or Nominees
the Act,23 the Exchange believes that the sec.gov. Please include File Number SR–
proposed rule change would not impose NYSE–2016–17 on the subject line. March 30, 2016.
any burden on competition that is not Pursuant to Section 19(b)(1) of the
necessary or appropriate in furtherance Paper Comments Securities Exchange Act of 1934
of the purposes of the Act. Instead, the • Send paper comments in triplicate (‘‘Act’’),1 and Rule 19b–4 thereunder,2
Exchange believes that the proposed to Brent J. Fields, Secretary, Securities notice is hereby given that on March 15,
change would contribute to competition and Exchange Commission, 100 F Street 2016, The Nasdaq Stock Market LLC
because it would expand investor NE., Washington, DC 20549–1090. (‘‘Exchange’’) filed with the Securities
choices on NYSE Bonds and allow the All submissions should refer to File and Exchange Commission (‘‘SEC’’ or
Exchange to compete better with ATSs Number SR–NYSE–2016–17. This file ‘‘Commission’’) the proposed rule
that already offer similar order types. number should be included on the change as described in Items I, II, and
The proposed rule change also could subject line if email is used. To help the III, below, which Items have been
encourage additional bond transactions Commission process and review your prepared by the Exchange. The
on a public exchange, which would comments more efficiently, please use Commission is publishing this notice to
contribute to greater price only one method. The Commission will solicit comments on the proposed rule
transparency.24 post all comments on the Commission’s change from interested persons.
C. Self-Regulatory Organization’s Internet Web site (http://www.sec.gov/ I. Self-Regulatory Organization’s
Statement on Comments on the rules/sro.shtml). Copies of the Statement of the Terms of Substance of
Proposed Rule Change Received From submission, all subsequent the Proposed Rule Change
Members, Participants, or Others amendments, all written statements
with respect to the proposed rule The Exchange proposes to require
No written comments were solicited listed companies to publicly disclose
change that are filed with the
or received with respect to the proposed compensation or other payments by
Commission, and all written
rule change. third parties to any nominee for director
communications relating to the
III. Date of Effectiveness of the proposed rule change between the or sitting director in connection with
Proposed Rule Change and Timing for Commission and any person, other than their candidacy for or service on the
Commission Action those that may be withheld from the companies’ Board of Directors.
public in accordance with the The text of the proposed rule change
Within 45 days of the date of is available on the Exchange’s Web site
publication of this notice in the Federal provisions of 5 U.S.C. 552, will be
available for Web site viewing and at http://nasdaq.cchwallstreet.com, at
Register or up to 90 days (i) as the the principal office of the Exchange, and
Commission may designate if it finds printing in the Commission’s Public
Reference Room, 100 F Street NE., at the Commission’s Public Reference
such longer period to be appropriate Room.
and publishes its reasons for so finding Washington, DC 20549, on official
or (ii) as to which the self-regulatory business days between the hours of II. Self-Regulatory Organization’s
organization consents, the Commission 10:00 a.m. and 3:00 p.m. Copies of the Statement of the Purpose of, and
will: filing also will be available for Statutory Basis for, the Proposed Rule
inspection and copying at the principal Change
23 15 U.S.C. 78f(b)(8). office of the Exchange. All comments
In its filing with the Commission, the
received will be posted without change;
asabaliauskas on DSK3SPTVN1PROD with NOTICES
24 Bonds were traded almost exclusively via Exchange included statements
private telephone negotiations until about 10 years the Commission does not edit personal
ago, when regulatory changes and technological concerning the purpose of and basis for
identifying information from
advances prompted more electronic trading, which the proposed rule change and discussed
submissions. You should submit only
now makes up about half of U.S. government-bond any comments it received on the
trading and 20 percent of corporate, agency and information that you wish to make
proposed rule change. The text of these
municipal issues according to industry estimates. available publicly. All submissions
See ‘‘Bond ‘Electronification’: Catalyst Needed,’’ should refer to File Number SR–NYSE– 25 17 CFR 200.30–3(a)(12).
(June 5, 2014), available at http://
marketsmedia.com/bond-electronification-catalyst-
2016–17 and should be submitted on or 1 15 U.S.C. 78s(b)(1).
needed/. before April 26, 2016. 2 17 CFR 240.19b–4.
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![19680 Federal Register / Vol. 81, No. 65 / Tuesday, April 5, 2016 / Notices
manner designed to allow timely in connection with board service. The change is consistent with the Act.
disclosure, and upon discovery of a Exchange believes such disclosure has Comments may be submitted by any of
non-disclosed arrangement, promptly several benefits: It would provide the following methods:
makes the required disclosure by filing information to investors to help them
a Form 8–K or 6–K, where required by make meaningful investing and voting Electronic Comments
Commission rules, or by issuing a press decisions. It would also address • Use the Commission’s Internet
release. potential concerns that undisclosed comment form (http://www.sec.gov/
In cases where a company is third party compensation arrangements rules/sro.shtml); or
considered deficient, the company must may lead to conflicts of interest among
provide a plan to regain compliance. directors and call into question their • Send an email to rule-comments@
Consistent with deficiencies from most ability to satisfy fiduciary duties. sec.gov. Please include File Number SR–
other rules that allow a company to NASDAQ–2016–013 on the subject line.
submit a plan to regain compliance,10 B. Self-Regulatory Organization’s
Statement on Burden on Competition Paper Comments
Nasdaq proposes to allow companies
deficient under the proposed rule 45 The Exchange does not believe that • Send paper comments in triplicate
calendar days to submit a plan sufficient the proposed rule change will impose to Secretary, Securities and Exchange
to satisfy Nasdaq staff that the company any burden on competition not Commission, 100 F Street NE.,
has adopted processes and procedures necessary or appropriate in furtherance Washington, DC 20549–1090.
designed to identify and disclose of the purposes of the Act, as amended.
relevant agreements and arrangements The proposed rule to require listed All submissions should refer to File
in the future. If the company does not companies to disclose third party Number SR–NASDAQ–2016–013. This
do so, it would be issued a Staff compensation and payments in file number should be included on the
Delisting Determination, which the connection with board service is subject line if email is used. To help the
company could appeal to a Hearings intended to provide meaningful Commission process and review your
Panel pursuant to Rule 5815.11 information to investors and to address comments more efficiently, please use
2. Statutory Basis potential concerns with undisclosed only one method. The Commission will
compensation schemes without creating post all comments on the Commission’s
The Exchange believes that its unnecessary burdens on directors or Internet Web site (http://www.sec.gov/
proposal is consistent with Section 6(b) those making the payments. rules/sro.shtml). Copies of the
of the Act,12 in general, and furthers the Further, the proposed rule change is submission, all subsequent
objectives of Section 6(b)(5) of the Act,13 intended to promote transparency and amendments, all written statements
in particular, in that it is designed to protect investors and is not being with respect to the proposed rule
promote just and equitable principles of adopted for competitive purposes. To change that are filed with the
trade, to remove impediments to and the extent a competitor marketplace Commission, and all written
perfect the mechanism of a free and believes that the proposed rule change communications relating to the
open market and a national market places them at a competitive proposed rule change between the
system, and, in general to protect disadvantage, it may file with the Commission and any person, other than
investors and the public interest. The Commission a proposed rule change to those that may be withheld from the
proposal accomplishes these objectives adopt the same or similar rule. public in accordance with the
by enhancing transparency around third
party compensation and payments made C. Self-Regulatory Organization’s provisions of 5 U.S.C. 552, will be
Statement on Comments on the available for Web site viewing and
10 Pursuant to Rule 5810(c)(2)(A), a company is Proposed Rule Change Received From printing in the Commission’s Public
provided 45 days to submit a plan to regain Members, Participants or Others Reference Room, 100 F Street NE.,
compliance with Rules 5620(c) (Quorum), 5630 Washington, DC 20549, on official
(Review of Related Party Transactions), 5635 No written comments were either business days between the hours of
(Shareholder Approval), 5250(c)(3) (Auditor solicited or received. 10:00 a.m. and 3:00 p.m. Copies of the
Registration), 5255(a) (Direct Registration Program),
5610 (Code of Conduct), 5615(a)(4)(E) (Quorum of III. Date of Effectiveness of the filing also will be available for
Limited Partnerships), 5615(a)(4)(G) (Related Party Proposed Rule Change and Timing for inspection and copying at the principal
Transactions of Limited Partnerships), and 5640 office of the Exchange. All comments
(Voting Rights). A company is generally provided
Commission Action
60 days to submit a plan to regain compliance with Within 45 days of the date of received will be posted without change;
the requirement to timely file periodic reports publication of this notice in the Federal the Commission does not edit personal
contained in Rule 5250(c)(1). identifying information from
11 Separate from this proposed rule change,
Register or within such longer period (i)
as the Commission may designate up to submissions. You should submit only
Nasdaq is surveying interested parties as to whether
Nasdaq should propose additional requirements 90 days of such date if it finds such information that you wish to make
surrounding directors and candidates that receive longer period to be appropriate and available publicly. All submissions
third party payments, including whether such
publishes its reasons for so finding or should refer to File Number SR–
directors should be prohibited from being NASDAQ–2016–013 and should be
considered independent under Nasdaq rules or (ii) as to which the Exchange consents,
prohibited from serving on the board altogether. the Commission shall: (a) By order submitted on or before April 26, 2016.
Nasdaq has made no decision about whether to approve or disapprove such proposed For the Commission, by the Division of
propose additional rules. If Nasdaq does determine
asabaliauskas on DSK3SPTVN1PROD with NOTICES
to propose additional rules, any proposal would be
rule change, or (b) institute proceedings Trading and Markets, pursuant to delegated
subject to a separate rule filing. Listing Rule to determine whether the proposed rule authority.14
5605(a)(2) excludes from the definition of change should be disapproved. Robert W. Errett,
Independent Director any ‘‘individual having a
relationship which, in the opinion of the IV. Solicitation of Comments Deputy Secretary.
Company’s board of directors, would interfere with [FR Doc. 2016–07688 Filed 4–4–16; 8:45 am]
the exercise of independent judgment in carrying
Interested persons are invited to
out the responsibilities of a director.’’ submit written data, views and BILLING CODE 8011–01–P
12 15 U.S.C. 78f(b). arguments concerning the foregoing,
13 15 U.S.C. 78f(b)(5). including whether the proposed rule 14 17 CFR 200.30–3(a)(12).
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Document Created: 2018-02-07 13:53:24
Document Modified: 2018-02-07 13:53:24
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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| Section | Notices | |
| FR Citation | 81 FR 19678 |
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