81_FR_33673 81 FR 33571 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Designation of a Longer Period for Commission Action on 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

81 FR 33571 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Designation of a Longer Period for Commission Action on 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 102 (May 26, 2016)

Page Range33571-33572
FR Document2016-12387

Federal Register, Volume 81 Issue 102 (Thursday, May 26, 2016) 
[Federal Register Volume 81, Number 102 (Thursday, May 26, 2016)]
[Notices]
[Pages 33571-33572]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-12387]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77879; File No. SR-Nasdaq-2016-013]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Designation of a Longer Period for Commission Action on 
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

 May 20, 2016.
    On March 15, 2016, The Nasdaq Stock Market LLC (``Exchange'') filed 
with the

[[Page 33572]]

Securities and Exchange Commission (``Commission''), pursuant to 
Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ 
and Rule 19b-4 thereunder,\2\ a proposed rule change relating to 
requiring listed companies to publicly disclose compensation or other 
payments by third parties to board of director's members or nominees. 
The proposed rule change was published for comment in the Federal 
Register on April 5, 2016.\3\ The Commission has received five comments 
on the proposal by four commenters.\4\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 77481 (Mar. 30, 
2016), 81 FR 19678.
    \4\ See Letters to Brent J. Fields, Secretary, Commission, from 
Andrew A. Schwartz, Associate Professor of Law, University of 
Colorado Law School, Boulder, Colorado dated April 25 and 26, 2016; 
Bobby Franklin, President & CEO, National Venture Capital 
Association dated April 26, 2016; John Hayes, Chair, Corporate 
Governance Committee, Business Roundtable dated April 26, 2016; and 
John Endean, President, American Business Conference dated April 28, 
2016.
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    Section 19(b)(2) of the Act \5\ provides that within 45 days of the 
publication of notice of the filing of a proposed rule change, or 
within such longer period up to 90 days as the Commission may designate 
if it finds such longer period to be appropriate and publishes its 
reasons for so finding or as to which the self-regulatory organization 
consents, the Commission shall either approve the proposed rule change, 
disapprove the proposed rule change, or institute proceedings to 
determine whether the proposed rule change should be disapproved. The 
45th day after publication of the notice for this proposed rule change 
is May 20, 2016. The Commission is extending this 45-day time period 
for Commission action on the proposed rule change.
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    \5\ 15 U.S.C. 78s(b)(2).
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    The Commission finds it appropriate to designate a longer period 
within which to take action on the proposed rule change so that it has 
sufficient time to consider this proposed rule change. Accordingly, the 
Commission, pursuant to Section 19(b)(2) of the Act,\6\ and for the 
reason noted above, designates July 4, 2016, as the date by which the 
Commission shall either approve or disapprove, or institute proceedings 
to determine whether to disapprove, the proposed rule change (File No. 
SR-Nasdaq-2016-013).
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    \6\ Id.
    \7\ 17 CFR 200.30-3(a)(31).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\7\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-12387 Filed 5-25-16; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 81, No. 102 / Thursday, May 26, 2016 / Notices 33571 On February 22, 2016, the approving or disapproving the proposed Exchange Commission, 100 F Street, Commission issued notice of filing of rule change so that it has sufficient time NE., Washington, DC 20549–1090. Amendment No. 4 to the proposed rule to consider the proposed rule change, as All submissions should refer to File No. change and instituted proceedings modified by Amendment No. 4 thereto. 265–28. This file number should be under Section 19(b)(2)(B) of the Act 11 to Accordingly, the Commission, included on the subject line if email is determine whether to approve or pursuant to Section 19(b)(2) of the used. To help us process and review disapprove the proposed rule change, as Act,17 designates July 22, 2016, as the your statement more efficiently, please modified by Amendment No. 4 date by which the Commission shall use only one method. thereto.12 In the Order Instituting either approve or disapprove the Statements also will be available for Proceedings, the Commission solicited proposed rule change, as modified by Web site viewing and printing in the comments to specified matters related to Amendment No. 4 thereto (File No. SR– Commission’s Public Reference Room, the proposal.13 The Commission has NYSEArca–2015–110). 100 F Street NE., Room 1580, received one comment letter on the For the Commission, by the Division of Washington, DC 20549, on official proposal.14 Trading and Markets, pursuant to delegated business days between the hours of Section 19(b)(2) of the Act 15 provides authority.18 10:00 a.m. and 3:00 p.m. All statements that, after initiating disapproval Robert W. Errett, received will be posted without change; proceedings, the Commission shall issue Deputy Secretary. we do not edit personal identifying an order approving or disapproving the information from submissions. You [FR Doc. 2016–12383 Filed 5–25–16; 8:45 am] proposed rule change not later than 180 should submit only information that BILLING CODE 8011–01–P days after the date of publication of you wish to make available publicly. notice of the filing of the proposed rule FOR FURTHER INFORMATION CONTACT: change. The Commission may, however, SECURITIES AND EXCHANGE Marc Oorloff Sharma, Senior Special extend the period for issuing an order COMMISSION Counsel, Office of the Investor approving or disapproving the proposed Advocate, at (202) 551–3302, Securities rule change by not more than 60 days [Release Nos. 33–10079; 34–77857; File No. and Exchange Commission, 100 F Street if the Commission determines that a 265–28] NE., Washington, DC 20549. longer period is appropriate and SUPPLEMENTARY INFORMATION: The publishes the reasons for such Investor Advisory Committee Meeting meeting will be open to the public via determination. The proposed rule AGENCY: Securities and Exchange telephone. Persons needing special change was published for notice and Commission. accommodations to take part because of comment in the Federal Register on ACTION: Notice of telephonic meeting of a disability should notify the contact November 27, 2015.16 The 180th day Securities and Exchange Commission person listed in FOR FURTHER after publication of the notice of the Dodd-Frank Investor Advisory INFORMATION CONTACT. filing of the proposed rule change in the Committee. The agenda for the meeting includes: Federal Register is May 25, 2016. A discussion of Market Structure The Commission finds that it is SUMMARY: The Securities and Exchange subcommittee recommendations to appropriate to designate a longer period Commission Investor Advisory enhance information for bond market within which to issue an order Committee, established pursuant to investors; and a discussion regarding Section 911 of the Dodd-Frank Wall the Commission’s concept release on standards applicable to underlying equity Street Reform and Consumer Protection business and financial disclosure securities, fixed income securities, and over-the- Act of 2010, is providing notice that it counter derivatives on an initial and continuing required by Regulation S–K (which may basis; and (b) clarified that the limitations on listed will hold a telephonic meeting on include a recommendation of the derivatives would apply to all listed derivatives, Tuesday, June 7, 2016. The meeting will Investor as Owner subcommittee). including listed swaps. Amendment No. 4, which begin at 11:00 a.m. (ET) and conclude at amended and replaced the proposed rule change, as 12:30 p.m. and will be open to the Dated: May 19, 2016. modified by Amendment No. 3 thereto, in its Brent J. Fields, entirety, is available on the Commission’s Web site public via telephone at 1–888–240– at: http://www.sec.gov/comments/sr-nysearca-2015- 3210, participant code 7250901. The Secretary. 110/nysearca2015110-5.pdf. public is invited to submit written [FR Doc. 2016–12231 Filed 5–25–16; 8:45 am] 11 15 U.S.C. 78s(b)(2)(B). statements to the Committee. BILLING CODE 8011–01–P 12 See Securities Exchange Act Release No. 77203, DATES: Written statements should be 81 FR 9900 (Feb. 26, 2016) (‘‘Order Instituting Proceedings’’). Specifically, the Commission received on or before June 7, 2016. instituted proceedings to allow for additional ADDRESSES: Written statements may be SECURITIES AND EXCHANGE analysis of the proposed rule change’s consistency submitted by any of the following COMMISSION with Section 6(b)(5) of the Act, which requires, among other things, that the rules of a national methods: [Release No. 34–77879; File No. SR– securities exchange be ‘‘designed to prevent Nasdaq–2016–013] Electronic Statements fraudulent and manipulative acts and practices, to promote just and equitable principles of trade,’’ and D Use the Commission’s Internet Self-Regulatory Organizations; The ‘‘to protect investors and the public interest.’’ See submission form (http://www.sec.gov/ Nasdaq Stock Market LLC; Notice of id., 81 FR at 9908. 13 See id., 81 FR at 9908–09. rules/other.shtml); or Designation of a Longer Period for 14 See Letter from Rob Ivanoff to the Commission D Send an email message to rules- Commission Action on Proposed Rule dated Nov. 22, 2015 (commenting that the format comments@sec.gov. Please include File Change To Require Listed Companies sradovich on DSK3TPTVN1PROD with NOTICES of the Exchange’s proposed rule change was unclear No. 265–28 on the subject line; or to Publicly Disclose Compensation or and difficult to read, and suggesting a new format Other Payments by Third Parties to that would be easier to understand). All comments Paper Statements on the proposed rule change are available on the Board of Director’s Members or Commission’s Web site at: http://www.sec.gov/ D Send paper statements to Brent J. Nominees comments/sr-nysearca-2015-110/nysearca2015110- Fields, Secretary, Securities and 1.htm. May 20, 2016. 15 15 U.S.C. 78s(b)(2). 17 15 U.S.C. 78s(b)(2). On March 15, 2016, The Nasdaq Stock 16 See supra note 4 and accompanying text. 18 17 CFR 200.30–3(a)(57). Market LLC (‘‘Exchange’’) filed with the VerDate Sep<11>2014 18:47 May 25, 2016 Jkt 238001 PO 00000 Frm 00113 Fmt 4703 Sfmt 4703 E:\FR\FM\26MYN1.SGM 26MYN1

33572 Federal Register / Vol. 81, No. 102 / Thursday, May 26, 2016 / Notices Securities and Exchange Commission For the Commission, by the Division of at http://nasdaq.cchwallstreet.com, at (‘‘Commission’’), pursuant to Section Trading and Markets, pursuant to delegated the principal office of the Exchange, and authority.7 19(b)(1) of the Securities Exchange Act at the Commission’s Public Reference of 1934 (‘‘Act’’) 1 and Rule 19b–4 Robert W. Errett, Room. thereunder,2 a proposed rule change Deputy Secretary. [FR Doc. 2016–12387 Filed 5–25–16; 8:45 am] II. Self-Regulatory Organization’s relating to requiring listed companies to Statement of the Purpose of, and publicly disclose compensation or other BILLING CODE 8011–01–P Statutory Basis for, the Proposed Rule payments by third parties to board of Change director’s members or nominees. The SECURITIES AND EXCHANGE proposed rule change was published for In its filing with the Commission, the COMMISSION comment in the Federal Register on Exchange included statements April 5, 2016.3 The Commission has [Release No. 34–77878; File No. SR– concerning the purpose of and basis for received five comments on the proposal NASDAQ–2016–070] the proposed rule change and discussed by four commenters.4 any comments it received on the Self-Regulatory Organizations; The Section 19(b)(2) of the Act 5 provides NASDAQ Stock Market LLC; Notice of proposed rule change. The text of these that within 45 days of the publication of Filing and Immediate Effectiveness of statements may be examined at the notice of the filing of a proposed rule Proposed Rule Change To Amend places specified in Item IV below. The change, or within such longer period up Options Pricing at Chapter XV, Section Exchange has prepared summaries, set to 90 days as the Commission may 2 forth in sections A, B, and C below, of designate if it finds such longer period the most significant aspects of such May 20, 2016. to be appropriate and publishes its statements. Pursuant to Section 19(b)(1) of the reasons for so finding or as to which the Securities Exchange Act of 1934 A. Self-Regulatory Organization’s self-regulatory organization consents, (‘‘Act’’) 1, and Rule 19b–4 thereunder,2 Statement of the Purpose of, and the Commission shall either approve the notice is hereby given that on May 10, Statutory Basis for, the Proposed Rule proposed rule change, disapprove the 2016, The NASDAQ Stock Market LLC Change proposed rule change, or institute (‘‘NASDAQ’’ or ‘‘Exchange’’) filed with proceedings to determine whether the the Securities and Exchange 1. Purpose proposed rule change should be Commission (‘‘SEC’’ or ‘‘Commission’’) disapproved. The 45th day after The Exchange proposes certain the proposed rule change as described publication of the notice for this amendments to the NOM transaction in Items I, II, and III, below, which Items proposed rule change is May 20, 2016. have been prepared by the Exchange. fees set forth at Chapter XV, Section 2, The Commission is extending this 45- The Commission is publishing this for executing and routing standardized day time period for Commission action notice to solicit comments on the equity and index Penny Pilot Options. on the proposed rule change. proposed rule change from interested Specifically, the Exchange proposes to persons. reduce the fee for Customer 5 or The Commission finds it appropriate Professional 6 that removes liquidity in to designate a longer period within I. Self-Regulatory Organization’s SPY Options.7 The proposed change is which to take action on the proposed Statement of the Terms of Substance of discussed below. rule change so that it has sufficient time the Proposed Rule Change to consider this proposed rule change. The Exchange currently assesses The Exchange proposes to amend Accordingly, the Commission, pursuant Customer, Professional, Firm,8 Non- Chapter XV, entitled ‘‘Options Pricing,’’ to Section 19(b)(2) of the Act,6 and for NOM Market Maker,9 NOM Market at Section 2, which governs pricing for the reason noted above, designates July Exchange members using the NASDAQ 5 The term ‘‘Customer’’ or (‘‘C’’) applies to any 4, 2016, as the date by which the Options Market (‘‘NOM’’), the transaction that is identified by a Participant for Commission shall either approve or Exchange’s facility for executing and clearing in the Customer range at The Options disapprove, or institute proceedings to routing standardized equity and index Clearing Corporation (‘‘OCC’’) which is not for the determine whether to disapprove, the options.3 The Exchange proposes to account of broker or dealer or for the account of a amend certain Penny Pilot Options 4 ‘‘Professional’’ (as that term is defined in Chapter proposed rule change (File No. SR– I, Section 1(a)(48)). Nasdaq–2016–013). pricing. 6 The term ‘‘Professional’’ or (‘‘P’’) means any The text of the proposed rule change person or entity that (i) is not a broker or dealer in 1 15 U.S.C. 78s(b)(1). is available on the Exchange’s Web site securities, and (ii) places more than 390 orders in 2 17 listed options per day on average during a calendar CFR 240.19b–4. 1 15 U.S.C. 78s(b)(1). month for its own beneficial account(s) pursuant to 3 See Securities Exchange Act Release No. 77481 2 17 CFR 240.19b–4. Chapter I, Section 1(a)(48). All Professional orders (Mar. 30, 2016), 81 FR 19678. 3 References in this proposal to Chapter and shall be appropriately marked by Participants. 4 See Letters to Brent J. Fields, Secretary, 7 Options overlying Standard and Poor’s Series refer to NOM rules, unless otherwise Commission, from Andrew A. Schwartz, Associate indicated. Depositary Receipts/SPDRs (‘‘SPY’’) are based on Professor of Law, University of Colorado Law 4 The Penny Pilot was established in March 2008 the SPDR exchange-traded fund (‘‘ETF’’), which is School, Boulder, Colorado dated April 25 and 26, and was last extended in 2015. See Securities designed to track the performance of the S&P 500 2016; Bobby Franklin, President & CEO, National Exchange Act Release Nos. 57579 (March 28, 2008), Index. sradovich on DSK3TPTVN1PROD with NOTICES 8 The term ‘‘Firm’’ or (‘‘F’’) applies to any Venture Capital Association dated April 26, 2016; 73 FR 18587 (April 4, 2008) (SR–NASDAQ–2008– John Hayes, Chair, Corporate Governance 026) (notice of filing and immediate effectiveness transaction that is identified by a Participant for Committee, Business Roundtable dated April 26, establishing Penny Pilot); and 75283 (June 24, clearing in the Firm range at OCC. 9 The term ‘‘Non-NOM Market Maker’’ or (‘‘O’’) is 2016; and John Endean, President, American 2015), 80 FR 37347 (June 30, 2015) (SR–NASDAQ– Business Conference dated April 28, 2016. 2015–063) (notice of filing and immediate a registered market maker on another options 5 15 U.S.C. 78s(b)(2). effectiveness extending the Penny Pilot through exchange that is not a NOM Market Maker. A Non- June 30, 2016). All Penny Pilot Options listed on NOM Market Maker must append the proper Non- 6 Id. the Exchange can be found at http:// NOM Market Maker designation to orders routed to 7 17 CFR 200.30–3(a)(31). www.nasdaqtrader.com/Micro.aspx?id=phlx. NOM. VerDate Sep<11>2014 18:47 May 25, 2016 Jkt 238001 PO 00000 Frm 00114 Fmt 4703 Sfmt 4703 E:\FR\FM\26MYN1.SGM 26MYN1


Document Created: 2016-05-26 01:13:11
Document Modified: 2016-05-26 01:13:11
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation81 FR 33571 
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