81 FR 831 - Self-Regulatory Organizations; NASDAQ OMX BX, Inc.; 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 | 831-834 | |
| FR Document | 2015-33307 |
[Federal Register Volume 81, Number 4 (Thursday, January 7, 2016)] [Notices] [Pages 831-834] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2015-33307] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-76808; File No. SR-BX-2015-085] Self-Regulatory Organizations; NASDAQ OMX BX, Inc.; 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, NASDAQ OMX BX, Inc. (``BX'' or ``Exchange'') 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 the Exchange. On December 29, 2015, the Exchange 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, the Exchange, 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 The Exchange 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-BX-2015-085 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 the Exchange's Web site at http://nasdaqomxbx.cchwallstreet.com, at the principal office of the Exchange, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose 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 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 [[Page 832]] 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 the Exchange, The NASDAQ Stock Market LLC (``NASDAQ''), NASDAQ OMX PHLX LLC (``Phlx''), Boston Stock Exchange Clearing Corporation (``BSECC'') and the Stock Clearing Corporation of Philadelphia (``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 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 [[Page 833]] 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 The Exchange believes that its proposal is consistent with Section 6(b) of the Act,\17\ in general, and furthers the objectives of Section 6(b)(5) of the Act,\18\ in particular, in that it is designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general to protect investors and the public interest. --------------------------------------------------------------------------- \17\ 15 U.S.C. 78f(b). \18\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- 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. The Exchange believes that this change will protect investors and the public interest 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). The Exchange notes that the Company would still have the option to include Issuer Directors on the Board, and the Exchange believes the views of listed companies are well- represented on the Board without the explicit participation of an Issuer Director.\19\ --------------------------------------------------------------------------- \19\ 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. The Exchange believes that this change will protect investors and the public interest 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 the Exchange, the Exchange does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others 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 the Exchange consents, the Commission shall: (a) By order approve or disapprove such proposed rule change, or (b) institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: [[Page 834]] 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-BX-2015-085 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-BX-2015-085. 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 the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-BX-2015-085, and should be submitted on or before January 28, 2016. --------------------------------------------------------------------------- \20\ 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\20\ Jill M. Peterson, Assistant Secretary. [FR Doc. 2015-33307 Filed 1-6-16; 8:45 am] BILLING CODE 8011-01-P
![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_835/page/1.svg)
![834 Federal Register / Vol. 81, No. 4 / Thursday, January 7, 2016 / Notices
Electronic Comments SECURITIES AND EXCHANGE An agency may not conduct or
COMMISSION sponsor, and a person is not required to
• Use the Commission’s Internet respond to, a collection of information
comment form (http://www.sec.gov/ under the PRA unless it displays a
[SEC File No. 270–363, OMB Control No.
rules/sro.shtml); or 3235–0413] currently valid OMB control number.
• Send an email to rule-comments@ The public may view background
sec.gov. Please include File Number SR– Submission for OMB Review; documentation for this information
BX–2015–085 on the subject line. Comment Request collection at the following Web site:
www.reginfo.gov. Comments should be
Paper Comments Upon Written Request, Copies Available directed to: (i) Desk Officer for the
From: Securities and Exchange Securities and Exchange Commission,
• Send paper comments in triplicate Commission, Office of FOIA Services, Office of Information and Regulatory
to Secretary, Securities and Exchange 100 F Street NE., Washington, DC Affairs, Office of Management and
Commission, 100 F Street NE., 20549–2736. Budget, Room 10102, New Executive
Washington, DC 20549–1090. Extension: Office Building, Washington, DC 20503,
All submissions should refer to File Rule 17Ad–16. or by sending an email to: Shagufta_
Number SR–BX–2015–085. This file Notice is hereby given that pursuant Ahmed@omb.eop.gov; and (ii) Pamela
number should be included on the to the Paperwork Reduction Act of 1995 Dyson, Director/Chief Information
subject line if email is used. To help the Officer, Securities and Exchange
(44 U.S.C. 3501 et seq.) (‘PRA’’), the
Commission process and review your Commission, c/o Remi Pavlik-Simon,
Securities and Exchange Commission
comments more efficiently, please use 100 F Street NE., Washington, DC
(‘‘Commission’’) has submitted to the
20549, or by sending an email to: PRA_
only one method. The Commission will Office of Management and Budget
Mailbox@sec.gov. Comments must be
post all comments on the Commission’s (‘‘OMB’’) a request for approval of
submitted to OMB within 30 days of
Internet Web site (http://www.sec.gov/ extension of the existing collection of
this notice.
rules/sro.shtml). Copies of the information provided for in Rule 17Ad–
submission, all subsequent 16 (17 CFR 240.17Ad–16) under the Dated: December 30, 2015.
amendments, all written statements Securities Exchange Act of 1934 (15 Jill M. Peterson,
with respect to the proposed rule U.S.C. 78a et seq.). Assistant Secretary.
change that are filed with the Rule 17Ad–16 requires a registered [FR Doc. 2015–33215 Filed 1–6–16; 8:45 am]
Commission, and all written transfer agent to provide written notice BILLING CODE 8011–01–P
communications relating to the to the appropriate qualified registered
proposed rule change between the securities depository when assuming or
terminating transfer agent services on SECURITIES AND EXCHANGE
Commission and any person, other than
behalf of an issuer or when changing its COMMISSION
those that may be withheld from the
name or address. In addition, transfer [Release No. 34–76812; File No. SR–FINRA–
public in accordance with the
agents that provide such notice shall 2015–058]
provisions of 5 U.S.C. 552, will be maintain such notice for a period of at
available for Web site viewing and least two years in an easily accessible Self-Regulatory Organizations;
printing in the Commission’s Public place. This rule addresses the problem Financial Industry Regulatory
Reference Room, 100 F Street NE., of certificate transfer delays caused by Authority, Inc.; Notice of Filing and
Washington, DC 20549 on official transfer requests that are directed to the Immediate Effectiveness of a Proposed
business days between the hours of wrong transfer agent or the wrong Rule Change Relating to the Series
10:00 a.m. and 3:00 p.m. Copies of such address. 9/10 Examination Program
filing also will be available for We estimate that the transfer agent
inspection and copying at the principal December 31, 2015.
industry submits approximately 6,970
offices of the Exchange. All comments Rule 17Ad–16 notices to appropriate Pursuant to Section 19(b)(1) of the
received will be posted without change; qualified registered securities Securities Exchange Act of 1934 (‘‘Act’’
or ‘‘SEA’’) 1 and Rule 19b–4
the Commission does not edit personal depositories. The staff estimates that the
thereunder,2 notice is hereby given that
identifying information from average amount of time necessary to
on December 23, 2015, Financial
submissions. You should submit only create and submit each notice is
Industry Regulatory Authority, Inc.
information that you wish to make approximately 15 minutes per notice.
(‘‘FINRA’’) filed with the Securities and
available publicly. All submissions Accordingly, the estimated total
Exchange Commission (‘‘SEC’’ or
should refer to File Number SR–BX– industry burden is 1,743 hours per year
‘‘Commission’’) the proposed rule
2015–085, and should be submitted on (15 minutes multiplied by 6,970 filed
change as described in Items I, II, and
or before January 28, 2016. annually).
III below, which Items have been
Because the information needed by
For the Commission, by the Division of prepared by FINRA. FINRA has
transfer agents to properly notify the designated the proposed rule change as
Trading and Markets, pursuant to delegated appropriate registered securities
authority.20 ‘‘constituting a stated policy, practice,
depository is readily available to them or interpretation with respect to the
Jill M. Peterson, and the report is simple and meaning, administration, or
Assistant Secretary. straightforward, the cost is relatively enforcement of an existing rule’’ under
rmajette on DSK2TPTVN1PROD with NOTICES
[FR Doc. 2015–33307 Filed 1–6–16; 8:45 am] minimal. The average internal Section 19(b)(3)(A)(i) of the Act 3 and
BILLING CODE 8011–01–P compliance cost to prepare and send a Rule 19b–4(f)(1) thereunder,4 which
notice is approximately $7.50 (15
minutes at $30 per hour). This yields an 1 15 U.S.C. 78s(b)(1).
industry-wide internal compliance cost 2 17 CFR 240.19b–4.
estimate of $52,275 (6,970 notices 3 15 U.S.C. 78s(b)(3)(A)(i).
20 17 CFR 200.30–3(a)(12). multiplied by $7.50 per notice). 4 17 CFR 240.19b–4(f)(1).
VerDate Sep<11>2014 14:27 Jan 06, 2016 Jkt 238001 PO 00000 Frm 00101 Fmt 4703 Sfmt 4703 E:\FR\FM\07JAN1.SGM 07JAN1](https://thefederalregister.org/doc/81_FR_835/page/4.svg)
Document Created: 2016-01-07 00:13:20
Document Modified: 2016-01-07 00:13:20
| 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 831 |
2025 Federal Register | Disclaimer | Privacy Policy
USC | CFR | eCFR