81 FR 828 - Self-Regulatory Organizations; Stock Clearing Corporation of Philadelphia; Notice of Filing of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To Amend the By-Laws of Nasdaq, Inc.
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 4 (January 7, 2016)
Federal Register Volume 81, Issue 4 (January 7, 2016)
| Page Range | 828-831 | |
| FR Document | 2015-33306 |
[Federal Register Volume 81, Number 4 (Thursday, January 7, 2016)] [Notices] [Pages 828-831] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2015-33306] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-76807; File No. SR-SCCP-2015-02] Self-Regulatory Organizations; Stock Clearing Corporation of Philadelphia; Notice of Filing of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To Amend the By-Laws of Nasdaq, Inc. December 31, 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 December 21, 2015, Stock Clearing Corporation of Philadelphia (``SCCP'') filed with the Securities and Exchange Commission (``SEC'' or ``Commission'') the proposed rule change as described in Items I and II below, which Items have been prepared by SCCP. On December 29, 2015, SCCP filed Amendment No. 1 to the proposal.\3\ The Commission is publishing this notice to solicit comments on the proposed rule change, as modified by Amendment No. 1, from interested persons. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. \3\ Amendment No. 1 amends and replaces the original filing in its entirety. In Amendment No. 1, SCCP, among other things, clarified the operation of the current and proposed provisions of the By-Laws of Nasdaq, Inc. and how the proposed rule change would operate in conjunction with the Listing Rules of The NASDAQ Stock Market. See infra, note 5. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change SCCP is filing this proposed rule change with respect to amendments of the By-Laws (the ``By-Laws'') of its parent corporation, Nasdaq, Inc. (``Nasdaq'' or the ``Company''), to revise the requirements regarding Director classifications. This Amendment No. 1 to SR-SCCP- 2015-02 amends and replaces the original filing in its entirety. The proposed amendments will be implemented on a date designated by the Company following approval by the Commission. The text of the proposed rule change is available on SCCP's Web site at http://nasdaqomxphlx.cchwallstreet.com/nasdaqomxphlx/sccp/, at the principal office of SCCP, 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, SCCP 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. SCCP 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 The Company is proposing amendments to certain provisions of its By-Laws that relate to Director \4\ classifications.\5\ Specifically, the Company proposes to revise Section 4.3 of the By-Laws to state that it may, rather than shall, include at least one, but no more than two, Issuer Directors on its Board. In addition, the Company proposes to revise Section 4.7 of the By-Laws to clarify the procedures when a Director's classification changes [[Page 829]] between annual meetings of stockholders. --------------------------------------------------------------------------- \4\ ``Director'' means a member of the Company's Board of Directors. See Article I(j) of the By-Laws. \5\ The provisions of the Company's By-Laws that relate to Director classifications are completely distinct from the Listing Rules of The NASDAQ Stock Market. Therefore, the proposed amendments do not affect in any way the Company's obligation, as an issuer listed on The NASDAQ Stock Market, to comply with the Listing Rules, and the Company will continue to comply with the Listing Rules, including provisions relating to corporate governance, following the effectiveness of the proposed By-Law amendments. --------------------------------------------------------------------------- i. Section 4.3 Currently, the Company's By-Laws require that all of the Company's Directors be classified as: (i) Industry Directors; \6\ (ii) Non- Industry Directors,\7\ which are further classified as either Issuer Directors \8\ or Public Directors; \9\ or (iii) Staff Directors.\10\ Section 4.3 of the By-Laws includes composition requirements for the Board based on these classifications. Specifically, the number of Non- Industry Directors on the Board must equal or exceed the number of Industry Directors. In addition, the Board must include at least two Public Directors and at least one, but no more than two, Issuer Directors. Finally, the Board shall include no more than one Staff Director, unless the Board consists of ten or more Directors, in which case, the Board shall include no more than two Staff Directors. --------------------------------------------------------------------------- \6\ ``Industry Director'' or ``Industry committee member'' means a Director (excluding any Staff Directors) or committee member who (1) is, or within the last year was, or has an immediate family member who is, or within the last year was, a member of a Self- Regulatory Subsidiary; (2) is, or within the last year was, employed by a member or a member organization of a Self-Regulatory Subsidiary; (3) has an immediate family member who is, or within the last year was, an executive officer of a member or a member organization of a Self-Regulatory Subsidiary; (4) has within the last year received from any member or member organization of a Self- Regulatory Subsidiary more than $100,000 per year in direct compensation, or received from such members or member organizations in the aggregate an amount of direct compensation that in any one year is more than 10 percent of the Director's annual gross compensation for such year, excluding in each case director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); or (5) is affiliated, directly or indirectly, with a member or member organization of a Self- Regulatory Subsidiary. See Article I(m) of the By-Laws. A ``Self- Regulatory Subsidiary'' is any subsidiary of the Company that is a self-regulatory organization as defined under Section 3(a)(26) of the Act. See Article I(s) of the By-Laws. Currently, the term ``Self-Regulatory Subsidiary'' encompasses NASDAQ OMX BX, Inc. (``BX''), The NASDAQ Stock Market LLC (``NASDAQ''), NASDAQ OMX PHLX LLC (``Phlx''), Boston Stock Exchange Clearing Corporation (``BSECC'') and SCCP. \7\ ``Non-Industry Director'' or ``Non-Industry committee member'' means a Director (excluding any Staff Director) or committee member who is (1) a Public Director or Public committee member; (2) an Issuer Director or Issuer committee member; or (3) any other individual who would not be an Industry Director or Industry committee member. See Article I(q) of the By-Laws. \8\ ``Issuer Director'' or ``Issuer committee member'' means a Director (excluding any Staff Director) or committee member who is an officer or employee of an issuer of securities listed on a national securities exchange operated by any Self-Regulatory Subsidiary, excluding any Director or committee member who is a director of such an issuer but is not also an officer or employee of such an issuer. See Article I(o) of the By-Laws. \9\ ``Public Director'' or ``Public committee member'' means a Director or committee member who (1) is not an Industry Director or Industry committee member, (2) is not an Issuer Director or Issuer committee member, and (3) has no material business relationship with a member or member organization of a Self- Regulatory Subsidiary, the Company or its affiliates, or the Financial Industry Regulatory Authority, Inc. and its affiliates. See Article I(r) of the By-Laws. \10\ ``Staff Director'' means an officer of the Company that is serving as a Director. See Article I(t) of the By-Laws. --------------------------------------------------------------------------- The Company proposes to amend Section 4.3 of the By-Laws to state that the Board may, rather than shall, include one, but no more than two, Issuer Directors. With this change, the Company intends to give itself the option, but not the requirement, to include one or two Issuer Directors on its Board. Issuer Directors bring to the Board the perspective of an officer or employee of companies listed on The NASDAQ Stock Market. While the Company highly values the views of its listed companies, it does not believe that it is strictly necessary to have an Issuer Director on its own Board to represent those views. Within the overall governance structure of the Company and its subsidiaries, issues relating to listed companies are generally the province of NASDAQ and its Board of Directors, rather than the Company and its Board of Directors. The Company is a holding company for over 100 subsidiaries that provide both regulated and unregulated products and services across the globe, while NASDAQ is the Company subsidiary that, among other things, provides listing services on The NASDAQ Stock Market. The Company's Board generally focuses on the overall strategic direction of the Company, while NASDAQ's Board generally focuses on issues relevant specifically to The NASDAQ Stock Market, including issues affecting listed companies. Furthermore, NASDAQ's Board includes issuer representation, as required by its By-Laws.\11\ Finally, if the Company's Board ever does address issues relating to listed companies, its Directors are experienced and capable enough to handle those issues without specifically having an Issuer Director on the Board.\12\ --------------------------------------------------------------------------- \11\ See Article III, Section 2 of NASDAQ's By-Laws. \12\ Currently, three of the Company's eleven Directors are also directors of companies listed on The NASDAQ Stock Market or another national securities exchange. These Directors do not qualify as Issuer Directors because they are not specifically officers or employees of listed companies; however, as directors of such companies, they are familiar with corporate governance topics and other issues confronted by listed companies. --------------------------------------------------------------------------- Therefore, it is not strictly necessary to have an officer or employee of a listed company on the Company's Board of Directors, and accordingly, the Company proposes to amend its By-Laws to give itself the option, but not the requirement, to include an Issuer Director on its Board. ii. Section 4.7 As required by Section 4.13(h)(iii) of the By-Laws, the Company's Corporate Secretary certifies to the Nominating & Governance Committee of the Company's Board on an annual basis the classification of each Director following a review of information relating to the classifications collected from the Directors. This certification usually occurs in connection with the Company's annual meeting of stockholders, and at the same time, Directors are elected to serve on various Board committees, all of which have compositional requirements relating to the classifications.\13\ However, Directors' classifications may change from time to time following the annual meeting due to various changes in personal circumstances (e.g., a retirement or job change). Directors are required to report to the Corporate Secretary any change in the information used as the basis of their classification.\14\ --------------------------------------------------------------------------- \13\ See Section 4.13 of the By-Laws. \14\ See Section 4.13(h)(iii) of the By-Laws. --------------------------------------------------------------------------- Section 4.7 of the By-Laws addresses potential disqualifications of Directors due to a classification change. Under this section, the term of office of a Director shall terminate immediately upon a determination by the Board, by a majority vote of the remaining Directors, that: (a) The Director no longer satisfies the classification for which the Director was elected; and (b) the Director's continued service would violate the Board compositional requirements. Section 4.7 also states that if a Director position becomes vacant because of such disqualification, and the remaining term of office is not more than six months, the By-Laws do not require an immediate replacement. The Company has observed two potential weaknesses relating to the disqualification procedures as currently drafted. First, Section 4.7 of the By-Laws does not address a situation where a Director's classification has changed, but the Board believes that it is in the best interests of the Company and its stockholders for such Director to remain on the Board. Second, the By-Laws could be read to contemplate that the Company must immediately cure any deficiencies in Board or committee composition that may occur because of a change in a Director or committee [[Page 830]] member's classification because otherwise the Board would not meet all of the compositional requirements set forth in Section 4.3 of the By- Laws.\15\ It would be extremely disruptive to the Board, its committees and the Company to add, remove, disqualify or replace a Director between annual meetings of stockholders simply because the Director no longer has the same classification he or she had at the time of the annual meeting. In addition, the selection of nominees to the Company's Board is an extremely complex process, managed by the Board's Nominating & Governance Committee, that takes almost the full year between annual meetings of stockholders. The Nominating & Governance Committee considers possible candidates suggested by Board members, industry groups, stockholders, senior management and/or a third-party search firm engaged from time-to-time to assist in identifying and evaluating qualified candidates. In evaluating candidates for nomination to the Board, the Nominating & Governance Committee reviews the skills, qualifications, characteristics and experience desired for the Board as a whole and for its individual members, with the objective of having a Board that reflects diverse backgrounds and senior level experience in the areas of global business, finance, legal and regulatory, technology and marketing. The Nominating & Governance Committee evaluates each individual candidate in the context of the Board as a whole, with the objective of maintaining a group of Directors that can further the success of Nasdaq's business, while representing the interests of stockholders, employees and the communities in which the company operates. Because the nominee selection process is so long and complex, the Board cannot act quickly to replace a Director whose classification has changed, and it is not in the best interests of the Company's stockholders for the Board to be forced to take such an action when the Director otherwise provides valuable service to the Board. --------------------------------------------------------------------------- \15\ But see Kurz v. Holbrook, 989 A.2d 140, 156-57 (Del.Ch. 2010) (holding that a by-law cannot disqualify a director who was duly qualified at the time of election during the middle of his or her term), rev'd on other grounds sub nom Crown EMAK P'ners, LLC v. Kurz, 992 A.2d 377 (Del. 2010); see also Klaassen v. Allegro Development Corp., 2013 WL 5739680, at *23 (Del. Ch. Oct. 11, 2013) (noting that director qualifications are applied at the front-end of the director's term when such director is elected and qualified), aff'd 106 A.3d 1035 (Del. 2014). --------------------------------------------------------------------------- The Company therefore proposes to amend Section 4.7 of the By-Laws to provide that the Board may elect to defer until the next annual meeting of stockholders a determination regarding a change in a Director's classification and such Director's continued service on the Board.\16\ Further, if the Board makes such an election, neither the Board nor any committee shall be deemed to be in violation of Section 4.3 of the By-Laws, which relates to Board composition, or Section 4.13 of the By-Laws, which relates to committee composition. This will give the Board the option to retain Directors whose classification has changed, but whose continued service is otherwise beneficial to the Board, the Company and its stockholders. This also will prevent the significant disruption that would occur if the Board had to replace a Director between annual meetings of stockholders and allow the Board to continue to make informed, deliberate decisions regarding Director nominees, rather than force it to act quickly in a way that is not in the best interest of the Company's stockholders. --------------------------------------------------------------------------- \16\ The intent of the amendment is to allow the Board a deferral until the next annual meeting when it can nominate a slate of directors with classifications sufficient to satisfy the requirements of Section 4.3 of the By-Laws for election by the Company's stockholders. Assuming due election of the Board's nominees, the Board therefore will comply with Section 4.3 of the By-Laws immediately after the next annual meeting. --------------------------------------------------------------------------- 2. Statutory Basis SCCP believes that its proposal is consistent with Section 17A(b)(3)(C) of the Act,\17\ in that it assures a fair representation of shareholders and participants in the selection of directors and administration of its affairs. While the proposals relate to the organizational documents of the Company, rather than SCCP, SCCP is indirectly owned by the Company, and therefore, the Company's stockholders have an indirect stake in SCCP. In addition, the participants in SCCP, to the extent any exist, could purchase stock in the Company in the open market, just like any other stockholder. --------------------------------------------------------------------------- \17\ 15 U.S.C. 78q-1(b)(3)(C). --------------------------------------------------------------------------- First, the Company is proposing an amendment to Section 4.3 of the By-Laws to state that it may, rather than shall, include at least one, but no more than two, Issuer Directors on its Board. SCCP believes that this change will assure a fair representation of shareholders and participants in the selection of directors and administration of its affairs by allowing the Company's Nominating & Governance Committee to select nominees for the Company's Board based on the overall strategic needs of the Board, the Company and its stockholders without forcing the Board to fill one slot with an officer or director of a listed company (i.e., an Issuer Director). SCCP notes that the Company would still have the option to include Issuer Directors on the Board, and SCCP believes the views of listed companies are well-represented on the Board without the explicit participation of an Issuer Director.\18\ --------------------------------------------------------------------------- \18\ See note 12, supra. --------------------------------------------------------------------------- Second, the Company is proposing an amendment to Section 4.7 of the By-Laws to provide that the Board may elect to defer until the next annual meeting of stockholders a determination regarding a change in a Director's classification and such Director's continued service on the Board. Further, if the Board makes such an election, neither the Board nor any committee shall be deemed to be in violation of Section 4.3 of the By-Laws, which relates to Board composition, or Section 4.13 of the By-Laws, which relates to committee composition. SCCP believes that this change will assure a fair representation of shareholders and participants in the selection of directors and administration of its affairs by clarifying the disqualification provisions in the Company's By-Laws, which are currently ambiguous. In addition, the change will prevent the significant disruption that would occur if the Board were forced to replace an otherwise valuable director between annual meetings. B. Self-Regulatory Organization's Statement on Burden on Competition Because the proposed rule change relates to the governance of the Company and not to the operations of SCCP, SCCP 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 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 up to 90 days of such date (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which SCCP consents, the Commission shall: (a) By order approve or disapprove such proposed rule change, or (b) institute proceedings to [[Page 831]] 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-SCCP-2015-02 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-SCCP-2015-02. 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 offices of SCCP. 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-SCCP-2015-02, and should be submitted on or before January 28, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\19\ --------------------------------------------------------------------------- \19\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Jill M. Peterson, Assistant Secretary. [FR Doc. 2015-33306 Filed 1-6-16; 8:45 am] BILLING CODE 8011-01-P
![828 Federal Register / Vol. 81, No. 4 / Thursday, January 7, 2016 / Notices
solicited or received. DTC will notify Reference Room, 100 F Street NE., I. Self-Regulatory Organization’s
the Commission of any written Washington, DC 20549 on official Statement of the Terms of Substance of
comments received by DTC. business days between the hours of the Proposed Rule Change
10:00 a.m. and 3:00 p.m. Copies of the SCCP is filing this proposed rule
III. Date of Effectiveness of the
filing also will be available for change with respect to amendments of
Proposed Rule Change and Timing for
inspection and copying at the principal the By-Laws (the ‘‘By-Laws’’) of its
Commission Action
office of DTC and on DTCC’s Web site parent corporation, Nasdaq, Inc.
The foregoing rule change has become (http://dtcc.com/legal/sec-rule-
(‘‘Nasdaq’’ or the ‘‘Company’’), to revise
effective pursuant to Section 19(b)(3)(A) filings.aspx). All comments received
the requirements regarding Director
of the Act 14 and subparagraphs (f)(2) will be posted without change; the classifications. This Amendment No. 1
and (f)(4) of Rule 19b–4 thereunder.15 At Commission does not edit personal
to SR–SCCP–2015–02 amends and
any time within 60 days of the filing of identifying information from replaces the original filing in its
the proposed rule change, the submissions. You should submit only entirety. The proposed amendments
Commission summarily may information that you wish to make will be implemented on a date
temporarily suspend such rule change if available publicly. All submissions
designated by the Company following
it appears to the Commission that such should refer to File Number SR–DTC– approval by the Commission. The text of
action is necessary or appropriate in the 2015–013 and should be submitted on
the proposed rule change is available on
public interest, for the protection of or before January 28, 2016. SCCP’s Web site at http://
investors, or otherwise in furtherance of
For the Commission, by the Division of nasdaqomxphlx.cchwallstreet.com/
the purposes of the Act. Trading and Markets, pursuant to delegated nasdaqomxphlx/sccp/, at the principal
IV. Solicitation of Comments authority.16 office of SCCP, and at the Commission’s
Jill M. Peterson, Public Reference Room.
Interested persons are invited to
submit written data, views and Assistant Secretary.
II. Self-Regulatory Organization’s
arguments concerning the foregoing, [FR Doc. 2015–33310 Filed 1–6–16; 8:45 am]
Statement of the Purpose of, and
including whether the proposed rule BILLING CODE 8011–01–P
Statutory Basis for, the Proposed Rule
change is consistent with the Act. Change
Comments may be submitted by any of
the following methods: SECURITIES AND EXCHANGE In its filing with the Commission,
COMMISSION SCCP included statements concerning
Electronic Comments the purpose of and basis for the
• Use the Commission’s Internet [Release No. 34–76807; File No. SR–SCCP– proposed rule change and discussed any
comment form (http://www.sec.gov/ 2015–02] comments it received on the proposed
rules/sro.shtml); or rule change. The text of these statements
• Send an email to rule-comments@ Self-Regulatory Organizations; Stock may be examined at the places specified
sec.gov. Please include File Number SR– Clearing Corporation of Philadelphia; in Item IV below. SCCP has prepared
DTC–2015–013 on the subject line. Notice of Filing of Proposed Rule summaries, set forth in sections A, B,
Change, as Modified by Amendment and C below, of the most significant
Paper Comments No. 1 Thereto, To Amend the By-Laws aspects of such statements.
• Send paper comments in triplicate of Nasdaq, Inc.
A. Self-Regulatory Organization’s
to Secretary, Securities and Exchange
December 31, 2015. Statement of the Purpose of, and
Commission, 100 F Street NE.,
Pursuant to Section 19(b)(1) of the Statutory Basis for, the Proposed Rule
Washington, DC 20549–1090.
Securities Exchange Act of 1934 Change
All submissions should refer to File
(‘‘Act’’),1 and Rule 19b–4 thereunder,2 1. Purpose
Number SR–DTC–2015–013. This file
notice is hereby given that on December
number should be included on the The Company is proposing
21, 2015, Stock Clearing Corporation of
subject line if email is used. To help the amendments to certain provisions of its
Philadelphia (‘‘SCCP’’) filed with the
Commission process and review your By-Laws that relate to Director 4
Securities and Exchange Commission
comments more efficiently, please use classifications.5 Specifically, the
(‘‘SEC’’ or ‘‘Commission’’) the proposed
only one method. The Commission will Company proposes to revise Section 4.3
rule change as described in Items I and
post all comments on the Commission’s of the By-Laws to state that it may,
II below, which Items have been
Internet Web site (http://www.sec.gov/ rather than shall, include at least one,
prepared by SCCP. On December 29,
rules/sro.shtml). Copies of the but no more than two, Issuer Directors
2015, SCCP filed Amendment No. 1 to
submission, all subsequent on its Board. In addition, the Company
the proposal.3 The Commission is
amendments, all written statements proposes to revise Section 4.7 of the By-
publishing this notice to solicit
with respect to the proposed rule Laws to clarify the procedures when a
comments on the proposed rule change,
change that are filed with the Director’s classification changes
as modified by Amendment No. 1, from
Commission, and all written
interested persons.
communications relating to the 4 ‘‘Director’’ means a member of the Company’s
proposed rule change between the 16 17
Board of Directors. See Article I(j) of the By-Laws.
CFR 200.30–3(a)(12). 5 The provisions of the Company’s By-Laws that
Commission and any person, other than 1 15 U.S.C. 78s(b)(1).
relate to Director classifications are completely
those that may be withheld from the
rmajette on DSK2TPTVN1PROD with NOTICES
2 17 CFR 240.19b–4.
distinct from the Listing Rules of The NASDAQ
public in accordance with the 3 Amendment No. 1 amends and replaces the Stock Market. Therefore, the proposed amendments
provisions of 5 U.S.C. 552, will be original filing in its entirety. In Amendment No. 1, do not affect in any way the Company’s obligation,
available for Web site viewing and SCCP, among other things, clarified the operation as an issuer listed on The NASDAQ Stock Market,
of the current and proposed provisions of the By- to comply with the Listing Rules, and the Company
printing in the Commission’s Public Laws of Nasdaq, Inc. and how the proposed rule will continue to comply with the Listing Rules,
change would operate in conjunction with the including provisions relating to corporate
14 15 U.S.C. 78s(b)(3)(A). Listing Rules of The NASDAQ Stock Market. See governance, following the effectiveness of the
15 17 CFR 240.19b–4(f)(2) and (f)(4). infra, note 5. proposed By-Law amendments.
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![Federal Register / Vol. 81, No. 4 / Thursday, January 7, 2016 / Notices 831
determine whether the proposed rule For the Commission, by the Division of the Commission’s Public Reference
change should be disapproved. Trading and Markets, pursuant to delegated Room.
authority.19
IV. Solicitation of Comments Jill M. Peterson, II. Self-Regulatory Organization’s
Assistant Secretary. Statement of the Purpose of, and
Interested persons are invited to Statutory Basis for, the Proposed Rule
[FR Doc. 2015–33306 Filed 1–6–16; 8:45 am]
submit written data, views, and Change
BILLING CODE 8011–01–P
arguments concerning the foregoing,
including whether the proposed rule In its filing with the Commission, the
change is consistent with the Act. SECURITIES AND EXCHANGE Exchange included statements
Comments may be submitted by any of COMMISSION concerning the purpose of and basis for
the following methods: the proposed rule change and discussed
[Release No. 34–76808; File No. SR–BX– any comments it received on the
Electronic Comments 2015–085]
proposed rule change. The text of these
• Use the Commission’s Internet Self-Regulatory Organizations; statements may be examined at the
comment form (http://www.sec.gov/ NASDAQ OMX BX, Inc.; Notice of Filing places specified in Item IV below. The
rules/sro.shtml); or of Proposed Rule Change, as Modified Exchange has prepared summaries, set
• Send an email to rule-comments@ by Amendment No. 1 Thereto, To forth in sections A, B, and C below, of
sec.gov. Please include File Number SR– Amend the By-Laws of Nasdaq, Inc. the most significant aspects of such
SCCP–2015–02 on the subject line. statements.
December 31, 2015.
Paper Comments Pursuant to Section 19(b)(1) of the A. Self-Regulatory Organization’s
Securities Exchange Act of 1934 Statement of the Purpose of, and
• Send paper comments in triplicate (‘‘Act’’),1 and Rule 19b–4 thereunder,2 Statutory Basis for, the Proposed Rule
to Secretary, Securities and Exchange notice is hereby given that on December Change
Commission, 100 F Street NE., 21, 2015, NASDAQ OMX BX, Inc. (‘‘BX’’
Washington, DC 20549–1090. or ‘‘Exchange’’) filed with the Securities 1. Purpose
and Exchange Commission (‘‘SEC’’ or
All submissions should refer to File The Company is proposing
‘‘Commission’’) the proposed rule
Number SR–SCCP–2015–02. This file change as described in Items I and II amendments to certain provisions of its
number should be included on the below, which Items have been prepared By-Laws that relate to Director 4
subject line if email is used. To help the by the Exchange. On December 29, classifications.5 Specifically, the
Commission process and review your 2015, the Exchange filed Amendment Company proposes to revise Section 4.3
comments more efficiently, please use No. 1 to the proposal.3 The Commission of the By-Laws to state that it may,
only one method. The Commission will is publishing this notice to solicit rather than shall, include at least one,
post all comments on the Commission’s comments on the proposed rule change, but no more than two, Issuer Directors
Internet Web site (http://www.sec.gov/ as modified by Amendment No. 1, from on its Board. In addition, the Company
rules/sro.shtml). interested persons. proposes to revise Section 4.7 of the By-
Copies of the submission, all Laws to clarify the procedures when a
I. Self-Regulatory Organization’s
subsequent amendments, all written Statement of the Terms of Substance of Director’s classification changes
statements with respect to the proposed the Proposed Rule Change between annual meetings of
rule change that are filed with the stockholders.
Commission, and all written The Exchange is filing this proposed
communications relating to the rule change with respect to amendments i. Section 4.3
proposed rule change between the of the By-Laws (the ‘‘By-Laws’’) of its
parent corporation, Nasdaq, Inc. Currently, the Company’s By-Laws
Commission and any person, other than require that all of the Company’s
those that may be withheld from the (‘‘Nasdaq’’ or the ‘‘Company’’), to revise
the requirements regarding Director Directors be classified as: (i) Industry
public in accordance with the
classifications. This Amendment No. 1
provisions of 5 U.S.C. 552, will be
to SR–BX–2015–085 amends and
available for Web site viewing and
replaces the original filing in its
printing in the Commission’s Public
entirety. The proposed amendments
Reference Room, 100 F Street NE.,
will be implemented on a date
Washington, DC 20549 on official designated by the Company following
business days between the hours of approval by the Commission. The text of
10:00 a.m. and 3:00 p.m. Copies of such the proposed rule change is available on
filing also will be available for the Exchange’s Web site at http://
inspection and copying at the principal nasdaqomxbx.cchwallstreet.com, at the
offices of SCCP. All comments received principal office of the Exchange, and at
4 ‘‘Director’’ means a member of the Company’s
will be posted without change; the Board of Directors. See Article I(j) of the By-Laws.
5 The provisions of the Company’s By-Laws that
Commission does not edit personal 19 17 CFR 200.30–3(a)(12).
identifying information from 1 15
relate to Director classifications are completely
U.S.C. 78s(b)(1).
distinct from the Listing Rules of The NASDAQ
submissions. You should submit only
rmajette on DSK2TPTVN1PROD with NOTICES
2 17 CFR 240.19b–4.
Stock Market. Therefore, the proposed amendments
information that you wish to make 3 Amendment No. 1 amends and replaces the
do not affect in any way the Company’s obligation,
available publicly. original filing in its entirety. In Amendment No. 1,
as an issuer listed on The NASDAQ Stock Market,
the Exchange, among other things, clarified the
All submissions should refer to File operation of the current and proposed provisions of to comply with the Listing Rules, and the Company
the By-Laws of Nasdaq, Inc. and how the proposed will continue to comply with the Listing Rules,
Number SR–SCCP–2015–02, and should
rule change would operate in conjunction with the including provisions relating to corporate
be submitted on or before January 28, Listing Rules of The NASDAQ Stock Market. See governance, following the effectiveness of the
2016. infra, note 5. proposed By-Law amendments.
VerDate Sep<11>2014 14:27 Jan 06, 2016 Jkt 238001 PO 00000 Frm 00098 Fmt 4703 Sfmt 4703 E:\FR\FM\07JAN1.SGM 07JAN1](https://thefederalregister.org/doc/81_FR_832/page/4.svg)
Document Created: 2016-01-07 00:12:58
Document Modified: 2016-01-07 00:12:58
| 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 828 |
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