81 FR 69100 - Self-Regulatory Organizations; The Options Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Related to Amendments to and the Restatement of OCC's Certificate of Incorporation
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 193 (October 5, 2016)
Federal Register Volume 81, Issue 193 (October 5, 2016)
| Page Range | 69100-69102 | |
| FR Document | 2016-24005 |
[Federal Register Volume 81, Number 193 (Wednesday, October 5, 2016)] [Notices] [Pages 69100-69102] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-24005] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-78983; File No. SR-OCC-2016-010] Self-Regulatory Organizations; The Options Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Related to Amendments to and the Restatement of OCC's Certificate of Incorporation September 29, 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 September 27, 2016, The Options Clearing Corporation (``OCC'') 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 primarily by OCC. OCC filed the proposed rule change pursuant to Section 19(b)(3)(A)(iii) \3\ of the Act and Rule 19b-4(f)(6) \4\ thereunder so that the proposal was effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \42\ 17 CFR 200.30-3(a)(12). \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. \3\ 15 U.S.C. 78s(b)(3)(A)(iii). \4\ 17 CFR 240.19b-4(f)(6). --------------------------------------------------------------------------- I. Clearing Agency's Statement of the Terms of Substance of the Proposed Rule Change The proposed rule change by OCC concerns the amendment and restatement of OCC's Certificate of Incorporation to provide more clarity, transparency, and consistency regarding OCC's Management Director,\5\ Exchange Director, Public Director, and Member Director requirements across OCC's governing documents. The proposed amendments and restatement would be filed with the Secretary of the State of Delaware in the form of an Amended and Restated Certificate of Incorporation, which is included in Exhibit 5 to the proposed rule change.\6\ All capitalized terms not defined herein have the same meaning as set forth in the OCC By-Laws and Rules.\7\ --------------------------------------------------------------------------- \5\ On July 15, 2016, OCC filed a proposed rule change with the Commission concerning modifications and enhancements to OCC's governance arrangements. See Securities Exchange Act Release No. 78438 (July 28, 2016), 81 FR 51220 (August 3, 2016) (SR-OCC-2016- 002). As part of the proposed rule change, OCC proposed amendments to its Certificate of Incorporation to remove an explicit requirement that OCC's Board of Directors (``Board'') have two Management Directors and instead provide that the number of Management Directors shall be such number as shall be fixed by or pursuant to the By-Laws (which the Board has authorized to be amended to state that the Board shall have one (1) Management Director). The Commission approved the proposed rule change on September 16, 2016. See Securities Exchange Act Release No. 78862 (September 16, 2016), 81 FR 65415 (September 22, 2016) (SR-OCC-2016- 002). \6\ Pending all necessary regulatory filings and approvals for the proposed rule change, OCC will file the proposed amendments described herein along with the amendments to OCC's Certificate of Incorporation contained in SR-OCC-2016-002 in the form of an Amended and Restated Certificate of Incorporation. The Amended and Restated Certificate of Incorporation must also be filed with the Secretary of the State of Delaware before becoming effective. \7\ OCC's By-Laws and Rules can be found on OCC's public Web site: http://optionsclearing.com/about/publications/bylaws.jsp. --------------------------------------------------------------------------- II. Clearing Agency's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, OCC 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. OCC has prepared summaries, set forth in sections (A), (B), and (C) below, of the most significant aspects of these statements. (A) Clearing Agency's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change (1) Purpose The purpose of this proposed rule change is to amend and restate OCC's Certificate of Incorporation to provide more clarity, transparency, and consistency regarding OCC's Management Director,\8\ Exchange Director, Public Director, and Member Director requirements, which are being filed in the form of an Amended and Restated Certificate of Incorporation.\9\ The proposed amendments to the Certificate of Incorporation are described in more detail below. --------------------------------------------------------------------------- \8\ See supra note 5. \9\ Under Section 245 of the General Corporation Law of the State of Delaware, a corporation may integrate into a single instrument all of the provisions of its certificate of incorporation which are then in effect and operative and may at the same time also further amend its certificate of incorporation by adopting a restated certificate of incorporation. See 8 Del. C. 1953, Sec. 245. The proposed Amended and Restated Certificate of Incorporation would supersede OCC's current Restated Certificate of Incorporation (which was filed with the Secretary of the State of Delaware on November 3, 1987) and the subsequent amendments thereto. --------------------------------------------------------------------------- OCC proposes clarifying amendments to Article V of the Certificate of Incorporation to state that an individual who serves as an Exchange Director for more than one Equity Exchange pursuant to the By-Laws shall be entitled to such number of votes on each proposition submitted to the Board for a vote thereon or for written consent thereto as shall correspond to the number of Equity Exchanges represented by him or her. Article III, Section 6 of the By-Laws currently provides that an individual may be nominated by, elected by, and serve as an Exchange Director for more than one Equity Exchange and that each such individual shall be counted, for all purposes under the By-Laws (including, without limitation, for the purpose of determining whether a quorum is present or whether a resolution has been passed by the requisite number of directors), as a separate Exchange Director for each Equity Exchange that elected him or her. OCC believes it is appropriate under Delaware General Corporation Law to include these voting rights in its Certificate of Incorporation (in addition to the By-Laws) in order to clarify and reinforce the voting powers of its Exchange Directors. OCC also proposes amendments to Article V of its Certificate of Incorporation to conform the language regarding Public Directors to existing language in the Certificate of Incorporation used for Member Directors. Specifically, the Certificate of Incorporation would be amended to state that the number of Public Directors shall be such number as shall be fixed by or pursuant to the By-Laws, divided into three classes, as provided therein. OCC believes that it is appropriate from a corporate governance perspective to specifically state in the Certificate of Incorporation that OCC's Public Directors are divided into three classes. OCC also proposes that the requirements for Public Director terms be clarified to state that each class of Public Directors shall be elected for a term which expires at the third annual meeting of stockholders following their election and upon the election and qualification of their successors, subject to their earlier death, disqualification, resignation, or removal. The proposed amendments would more closely align the language for Public Director requirements with that currently used to [[Page 69101]] describe Member Directors and is consistent with the current requirements for Public Directors in Article III, Section 6A of OCC's By-Laws. As a result, OCC believes the proposed amendments would provide more clarity and consistency in the description of OCC's Director requirements in the Certificate of Incorporation. In addition, OCC proposes to amend Article V of the Certificate of Incorporation to eliminate an explicit statement that there be ``not less than nine'' Member Directors in order to provide more clarity and consistency in the description of OCC's Director requirements across OCC's governing documents. The proposed amendment is intended only to be a technical drafting change to the Certificate of Incorporation and would not substantively change OCC's current requirements regarding the number of Member Directors required to serve on OCC's Board. While the Certificate of Incorporation currently states that there be ``not less than nine'' Member Directors, the actual number of Member Directors serving on OCC's Board is fixed by Article III, Section 1 of the By- Laws (which is currently fixed at nine Member Directors). OCC believes it is appropriate from a corporate governance perspective that the number of various categories of Directors be fixed within one governing document of OCC. Currently, the Certificate of Incorporation only contains references to specific numbers for Management Directors and Member Directors; however, as discussed above, the Commission recently approved a proposed rule change by OCC to amend the Certificate of Incorporation to remove specific requirements regarding the number of Management Directors, with such number being fixed by the By-Laws.\10\ OCC notes that it is not proposing any changes to the By-Laws in connection with its Member Director requirements. The number of Member Directors would continue to be fixed at nine pursuant to Article III, Section 1 of the By-Laws.\11\ --------------------------------------------------------------------------- \10\ See supra note 5. \11\ Furthermore, under Article XI of OCC's By-Laws, any change in the number of Member Directors required under Article III would require an amendment approved by two-thirds of the Directors then in office as well as the approval of the holders of all of the outstanding Common Stock of OCC entitled to vote thereon. --------------------------------------------------------------------------- Finally, OCC proposes that these amendments and restatement be filed in the form of an Amended and Restated Certificate of Incorporation, as reflected in Exhibit 5 to this proposed rule change. OCC's Certificate of Incorporation has not been restated since November 3, 1987. Since the 1987 restatement, the Certificate of Incorporation has been amended six times.\12\ Given the scope and number of amendments to the Certificate of Incorporation since the last restatement, OCC believes it would be appropriate to integrate into a single instrument all of the provisions of OCC's Certificate of Incorporation that are currently in effect (pending regulatory approval of the proposed amendments described herein) in order to provide more clarity and transparency regarding OCC's governance arrangements. OCC notes that, in addition to the changes described above, the proposed amendments also include technical, non-substantive drafting changes to correct typographical errors in Articles IV and V of the Certificate of Incorporation. --------------------------------------------------------------------------- \12\ The latest restatement of OCC's Certificate of Incorporation was dated November 3, 1987, and was subsequently amended on June 1, 1992, August 12, 1997, October 28, 1999, March 16, 2012, December 30, 2013, and March 6, 2015. --------------------------------------------------------------------------- (2) Statutory Basis Section 17A(b)(3)(F) of the Act \13\ requires that the rules of a clearing agency be designed, in general, to protect investors and the public interest. OCC believes that the proposed rule change is consistent with Section 17A(b)(3)(F) of the Act \14\ and the rules thereunder applicable to OCC because the proposed rule change would provide more clarity and transparency regarding OCC's governance arrangements to Clearing Members, other users of OCC, and the general public. Specifically, the proposed rule change would enhance the clarity, consistency, and transparency of OCC's governance arrangements by: (i) Clarifying and reinforcing the voting powers of OCC's Exchange Directors in OCC's Certificate of Incorporation; (ii) providing more clarity and certainty regarding the number of Directors in each specific category of Directors required to serve on OCC's Board by consolidating those requirements into OCC's By-Laws; and (iii) specifying in the Certificate of Incorporation that OCC's Public Directors are divided into three classes and describing the length of the terms of OCC's Public Directors in a manner that more closely aligns with the language currently used to describe such requirements for Member Directors. Moreover, the proposed rule change would integrate into a single instrument all of the provisions of OCC's Certificate of Incorporation that are currently in effect as well as changes proposed herein. OCC believes that the proposed changes would provide more clarity and consistency in the descriptions of OCC's Director requirements and would enhance the readability of one of OCC's primary governing documents, its Certificate of Incorporation, for Clearing Members, other users of OCC, and the general public. As a result, OCC believes that the proposed rule change is designed, in general, to protect investors and the public interest in accordance with Section 17A(b)(3)(F) of the Act \15\ and is reasonably designed to ensure that OCC has clear and transparent governance arrangements consistent with Rule 17Ad-22(d)(8) \16\ thereunder. The proposed rule change is not inconsistent with the existing rules of OCC, including any other rules proposed to be amended. --------------------------------------------------------------------------- \13\ 15 U.S.C. 78q-1(b)(3)(F). \14\ Id. \15\ Id. \16\ 17 CFR 240.17Ad-22(d)(8). --------------------------------------------------------------------------- (B) Clearing Agency's Statement on Burden on Competition Section 17A(b)(3)(I) of the Act \17\ requires that the rules of a clearing agency not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. As discussed in more detail above, OCC believes that the proposed rule change would provide more clarity and transparency to users (and potential users) of OCC regarding OCC's Management Director, Exchange Director, Public Director, and Member Director requirements and does not alter the substantive requirements of OCC's governing documents. As such, OCC believes that the proposed changes would not have any impact or impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. --------------------------------------------------------------------------- \17\ 15 U.S.C. 78q-1(b)(3)(I). --------------------------------------------------------------------------- (C) Clearing Agency's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others Written comments on the proposed rule change were not and are not intended to be solicited with respect to the proposed rule change and none have been received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Pursuant to Section 19(b)(3)(A) of the Act,\18\ and Rule 19b- 4(f)(6) \19\ thereunder, the proposed rule change is [[Page 69102]] filed for immediate effectiveness because it does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) by its terms would not become operative for 30 days after the date of the filing, or such shorter time as the Commission may designate.\20\ Additionally, OCC provided the Commission with written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change or such shorter time as designated by the Commission. --------------------------------------------------------------------------- \18\ 15 U.S.C. 78s(b)(3)(A). \19\ 17 CFR 240.19b-4(f)(6). \20\ OCC has requested that the Commission waive the 30-day operative delay contained in Rule 19b-4(f)(6)(iii) so that the proposal may become operative immediately upon filing. As noted herein, the proposed rule change is not intended to substantively alter OCC's governance arrangements but is designed to provide additional clarity regarding OCC's governance arrangements and improve the overall readability of OCC's Certificate of Incorporation. OCC believes that the prompt implementation of these changes would be consistent with the public interest and the protection of investors. --------------------------------------------------------------------------- The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest because it will allow OCC to implement the proposed rule change immediately. As stated by OCC, OCC believes that the proposed rule change is not intended to substantively alter OCC's governance arrangements, but is designed to provide more clarity and transparency to Clearing Members, other users of OCC, and the general public. Therefore, the Commission hereby waives the 30-day operative delay and designates the proposed rule change operative upon filing with the Commission.\21\ --------------------------------------------------------------------------- \21\ For purposes only of waiving the 30-day operative delay, the Commission has also considered the proposed rule's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). --------------------------------------------------------------------------- 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.\22\ --------------------------------------------------------------------------- \22\ Notwithstanding its immediate effectiveness, implementation of this rule change will be delayed until this change is deemed certified or otherwise appropriately filed as a Weekly Notification of Rule Amendments under CFTC Regulation Sec. 40.6. --------------------------------------------------------------------------- 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-OCC-2016-010 on the subject line. Paper Comments Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-OCC-2016-010. 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 such filing also will be available for inspection and copying at the principal office of OCC and on OCC's Web site at http://www.theocc.com/components/docs/legal/rules_and_bylaws/sr_occ_16_010.pdf. 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-OCC-2016-010 and should be submitted on or before October 26, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated Authority.\23\ --------------------------------------------------------------------------- \23\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Robert W. Errett, Deputy Secretary. [FR Doc. 2016-24005 Filed 10-4-16; 8:45 am] BILLING CODE 8011-01-P
![69100 Federal Register / Vol. 81, No. 193 / Wednesday, October 5, 2016 / Notices
For the Commission, by the Division of Director, Public Director, and Member The proposed amendments to the
Trading and Markets, pursuant to delegated Director requirements across OCC’s Certificate of Incorporation are
authority.42 governing documents. The proposed described in more detail below.
Robert W. Errett, amendments and restatement would be OCC proposes clarifying amendments
Deputy Secretary. filed with the Secretary of the State of to Article V of the Certificate of
[FR Doc. 2016–24006 Filed 10–4–16; 8:45 am] Delaware in the form of an Amended Incorporation to state that an individual
BILLING CODE 8011–01–P and Restated Certificate of who serves as an Exchange Director for
Incorporation, which is included in more than one Equity Exchange
Exhibit 5 to the proposed rule change.6 pursuant to the By-Laws shall be
SECURITIES AND EXCHANGE All capitalized terms not defined herein entitled to such number of votes on each
COMMISSION have the same meaning as set forth in proposition submitted to the Board for
the OCC By-Laws and Rules.7 a vote thereon or for written consent
[Release No. 34–78983; File No. SR–OCC–
2016–010] thereto as shall correspond to the
II. Clearing Agency’s Statement of the number of Equity Exchanges
Purpose of, and Statutory Basis for, the represented by him or her. Article III,
Self-Regulatory Organizations; The Proposed Rule Change
Options Clearing Corporation; Notice Section 6 of the By-Laws currently
of Filing and Immediate Effectiveness In its filing with the Commission, provides that an individual may be
of Proposed Rule Change Related to OCC included statements concerning nominated by, elected by, and serve as
Amendments to and the Restatement the purpose of and basis for the an Exchange Director for more than one
of OCC’s Certificate of Incorporation proposed rule change and discussed any Equity Exchange and that each such
comments it received on the proposed individual shall be counted, for all
September 29, 2016. rule change. The text of these statements purposes under the By-Laws (including,
Pursuant to Section 19(b)(1) of the may be examined at the places specified without limitation, for the purpose of
Securities Exchange Act of 1934 in Item IV below. OCC has prepared determining whether a quorum is
(‘‘Act’’),1 and Rule 19b–4 thereunder,2 summaries, set forth in sections (A), (B), present or whether a resolution has been
notice is hereby given that on and (C) below, of the most significant passed by the requisite number of
September 27, 2016, The Options aspects of these statements. directors), as a separate Exchange
Clearing Corporation (‘‘OCC’’) filed with Director for each Equity Exchange that
(A) Clearing Agency’s Statement of the
the Securities and Exchange elected him or her. OCC believes it is
Purpose of, and Statutory Basis for, the
Commission (‘‘Commission’’) the appropriate under Delaware General
Proposed Rule Change
proposed rule change as described in Corporation Law to include these voting
Items I, II, and III below, which Items (1) Purpose rights in its Certificate of Incorporation
have been prepared primarily by OCC. The purpose of this proposed rule (in addition to the By-Laws) in order to
OCC filed the proposed rule change change is to amend and restate OCC’s clarify and reinforce the voting powers
pursuant to Section 19(b)(3)(A)(iii) 3 of Certificate of Incorporation to provide of its Exchange Directors.
the Act and Rule 19b–4(f)(6) 4 more clarity, transparency, and OCC also proposes amendments to
thereunder so that the proposal was consistency regarding OCC’s Article V of its Certificate of
effective upon filing with the Management Director,8 Exchange Incorporation to conform the language
Commission. The Commission is Director, Public Director, and Member regarding Public Directors to existing
publishing this notice to solicit Director requirements, which are being language in the Certificate of
comments on the proposed rule change filed in the form of an Amended and Incorporation used for Member
from interested persons. Restated Certificate of Incorporation.9 Directors. Specifically, the Certificate of
I. Clearing Agency’s Statement of the Incorporation would be amended to
Terms of Substance of the Proposed that the Board shall have one (1) Management state that the number of Public Directors
Rule Change
Director). The Commission approved the proposed shall be such number as shall be fixed
rule change on September 16, 2016. See Securities by or pursuant to the By-Laws, divided
The proposed rule change by OCC Exchange Act Release No. 78862 (September 16,
2016), 81 FR 65415 (September 22, 2016) (SR–OCC– into three classes, as provided therein.
concerns the amendment and 2016–002). OCC believes that it is appropriate from
restatement of OCC’s Certificate of 6 Pending all necessary regulatory filings and a corporate governance perspective to
Incorporation to provide more clarity, approvals for the proposed rule change, OCC will specifically state in the Certificate of
transparency, and consistency regarding file the proposed amendments described herein
Incorporation that OCC’s Public
OCC’s Management Director,5 Exchange along with the amendments to OCC’s Certificate of
Incorporation contained in SR–OCC–2016–002 in Directors are divided into three classes.
the form of an Amended and Restated Certificate of OCC also proposes that the
42 17 CFR 200.30–3(a)(12). Incorporation. The Amended and Restated requirements for Public Director terms
1 15 U.S.C. 78s(b)(1). Certificate of Incorporation must also be filed with
2 17 CFR 240.19b–4. the Secretary of the State of Delaware before
be clarified to state that each class of
3 15 U.S.C. 78s(b)(3)(A)(iii). becoming effective. Public Directors shall be elected for a
4 17 CFR 240.19b–4(f)(6). 7 OCC’s By-Laws and Rules can be found on term which expires at the third annual
5 On July 15, 2016, OCC filed a proposed rule OCC’s public Web site: http://optionsclearing.com/ meeting of stockholders following their
change with the Commission concerning about/publications/bylaws.jsp. election and upon the election and
8 See supra note 5.
modifications and enhancements to OCC’s qualification of their successors, subject
asabaliauskas on DSK3SPTVN1PROD with NOTICES
governance arrangements. See Securities Exchange 9 Under Section 245 of the General Corporation
Act Release No. 78438 (July 28, 2016), 81 FR 51220 Law of the State of Delaware, a corporation may to their earlier death, disqualification,
(August 3, 2016) (SR–OCC–2016–002). As part of integrate into a single instrument all of the resignation, or removal. The proposed
the proposed rule change, OCC proposed provisions of its certificate of incorporation which amendments would more closely align
amendments to its Certificate of Incorporation to are then in effect and operative and may at the same the language for Public Director
remove an explicit requirement that OCC’s Board of time also further amend its certificate of
Directors (‘‘Board’’) have two Management Directors incorporation by adopting a restated certificate of requirements with that currently used to
and instead provide that the number of incorporation. See 8 Del. C. 1953, § 245. The
Management Directors shall be such number as proposed Amended and Restated Certificate of filed with the Secretary of the State of Delaware on
shall be fixed by or pursuant to the By-Laws (which Incorporation would supersede OCC’s current November 3, 1987) and the subsequent amendments
the Board has authorized to be amended to state Restated Certificate of Incorporation (which was thereto.
VerDate Sep<11>2014 18:15 Oct 04, 2016 Jkt 241001 PO 00000 Frm 00065 Fmt 4703 Sfmt 4703 E:\FR\FM\05OCN1.SGM 05OCN1](https://thefederalregister.org/doc/81_FR_69293/page/1.svg)
![69102 Federal Register / Vol. 81, No. 193 / Wednesday, October 5, 2016 / Notices
filed for immediate effectiveness including whether the proposed rule For the Commission, by the Division of
because it does not: (i) Significantly change is consistent with the Act. Trading and Markets, pursuant to delegated
affect the protection of investors or the Comments may be submitted by any of Authority.23
public interest; (ii) impose any the following methods: Robert W. Errett,
significant burden on competition; and Deputy Secretary.
(iii) by its terms would not become Electronic Comments [FR Doc. 2016–24005 Filed 10–4–16; 8:45 am]
operative for 30 days after the date of
• Use the Commission’s Internet BILLING CODE 8011–01–P
the filing, or such shorter time as the
comment form (http://www.sec.gov/
Commission may designate.20
Additionally, OCC provided the rules/sro.shtml); or SECURITIES AND EXCHANGE
Commission with written notice of its • Send an email to rule-comments@ COMMISSION
intent to file the proposed rule change, sec.gov. Please include File Number SR–
[Release No. 34–78985; File No. SR–ISE–
along with a brief description and text OCC–2016–010 on the subject line. 2016–22]
of the proposed rule change, at least five
business days prior to the date of filing Paper Comments
Self-Regulatory Organizations;
of the proposed rule change or such • Send paper comments in triplicate International Securities Exchange,
shorter time as designated by the to Brent J. Fields, Secretary, Securities LLC; Notice of Filing of Proposed Rule
Commission. Change To Amend the By-Laws of
and Exchange Commission, 100 F Street
The Commission believes that Nasdaq, Inc. To Implement Proxy
waiving the 30-day operative delay is NE., Washington, DC 20549–1090.
Access
consistent with the protection of All submissions should refer to File
investors and the public interest Number SR–OCC–2016–010. This file September 29, 2016.
because it will allow OCC to implement number should be included on the Pursuant to Section 19(b)(1) of the
the proposed rule change immediately. subject line if email is used. To help the Securities Exchange Act of 1934
As stated by OCC, OCC believes that the Commission process and review your (‘‘Act’’) 1, and Rule 19b–4 thereunder,2
proposed rule change is not intended to comments more efficiently, please use notice is hereby given that on
substantively alter OCC’s governance only one method. The Commission will September 15, 2016, International
arrangements, but is designed to provide post all comments on the Commission’s Securities Exchange, LLC (‘‘ISE’’) or
more clarity and transparency to Internet Web site (http://www.sec.gov/ ‘‘Exchange’’) filed with the Securities
Clearing Members, other users of OCC, and Exchange Commission (‘‘SEC’’ or
rules/sro.shtml). Copies of the
and the general public. Therefore, the ‘‘Commission’’) the proposed rule
submission, all subsequent
Commission hereby waives the 30-day change as described in Items I, II, and
operative delay and designates the amendments, all written statements III, below, which Items have been
proposed rule change operative upon with respect to the proposed rule prepared by the Exchange. The
filing with the Commission.21 change that are filed with the Commission is publishing this notice to
At any time within 60 days of the Commission, and all written solicit comments on the proposed rule
filing of the proposed rule change, the communications relating to the change from interested persons.
Commission summarily may proposed rule change between the
temporarily suspend such rule change if Commission and any person, other than I. Self-Regulatory Organization’s
it appears to the Commission that such those that may be withheld from the Statement of the Terms of Substance of
action is necessary or appropriate in the public in accordance with the the Proposed Rule Change
public interest, for the protection of provisions of 5 U.S.C. 552, will be The Exchange is filing this proposed
investors, or otherwise in furtherance of available for Web site viewing and rule change with respect to amendments
the purposes of the Act.22 printing in the Commission’s Public of the By-Laws (the ‘‘By-Laws’’) of its
Reference Room, 100 F Street NE., parent corporation, Nasdaq, Inc.
IV. Solicitation of Comments
Washington, DC 20549, on official (‘‘Nasdaq’’ or the ‘‘Company’’), to
Interested persons are invited to business days between the hours of implement proxy access. The proposed
submit written data, views and 10:00 a.m. and 3:00 p.m. Copies of such amendments will be implemented on a
arguments concerning the foregoing, date designated by the Company
filing also will be available for
inspection and copying at the principal following approval by the Commission.
20 OCC has requested that the Commission waive
office of OCC and on OCC’s Web site at The text of the proposed rule change is
the 30-day operative delay contained in Rule 19b–
available on the Exchange’s Web site at
4(f)(6)(iii) so that the proposal may become http://www.theocc.com/components/
operative immediately upon filing. As noted herein, www.ise.com, at the principal office of
docs/legal/rules_and_bylaws/sr_occ_16_
the proposed rule change is not intended to the Exchange, and at the Commission’s
substantively alter OCC’s governance arrangements 010.pdf.
Public Reference Room.
but is designed to provide additional clarity All comments received will be posted
regarding OCC’s governance arrangements and
without change; the Commission does II. Self-Regulatory Organization’s
improve the overall readability of OCC’s Certificate Statement of the Purpose of, and
of Incorporation. OCC believes that the prompt not edit personal identifying
implementation of these changes would be Statutory Basis for, the Proposed Rule
information from submissions. You
consistent with the public interest and the Change
protection of investors.
should submit only information that
asabaliauskas on DSK3SPTVN1PROD with NOTICES
21 For purposes only of waiving the 30-day you wish to make available publicly. In its filing with the Commission, the
operative delay, the Commission has also Exchange included statements
All submissions should refer to File
considered the proposed rule’s impact on concerning the purpose of and basis for
efficiency, competition, and capital formation. See Number SR–OCC–2016–010 and should the proposed rule change and discussed
15 U.S.C. 78c(f). be submitted on or before October 26, any comments it received on the
22 Notwithstanding its immediate effectiveness,
2016.
implementation of this rule change will be delayed
23 17 CFR 200.30–3(a)(12).
until this change is deemed certified or otherwise
1 15 U.S.C. 78s(b)(1).
appropriately filed as a Weekly Notification of Rule
Amendments under CFTC Regulation § 40.6. 2 17 CFR 240.19b–4.
VerDate Sep<11>2014 18:15 Oct 04, 2016 Jkt 241001 PO 00000 Frm 00067 Fmt 4703 Sfmt 4703 E:\FR\FM\05OCN1.SGM 05OCN1](https://thefederalregister.org/doc/81_FR_69293/page/3.svg)
Document Created: 2016-10-05 03:29:18
Document Modified: 2016-10-05 03:29:18
| 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 | 81 FR 69100 |
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