82 FR 56065 - Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change Relating to Its Director Nomination and Committee Appointment Process and Its Nominating and Governance Committee
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 226 (November 27, 2017)
Federal Register Volume 82, Issue 226 (November 27, 2017)
| Page Range | 56065-56067 | |
| FR Document | 2017-25468 |
[Federal Register Volume 82, Number 226 (Monday, November 27, 2017)] [Notices] [Pages 56065-56067] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-25468] [[Page 56065]] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-82123; File No. SR-CboeBZX-2017-001] Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change Relating to Its Director Nomination and Committee Appointment Process and Its Nominating and Governance Committee November 20, 2017. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that on November 14, 2017, Cboe BZX Exchange, Inc. (the ``Exchange'' or ``BZX'') filed with the Securities and Exchange Commission (the ``Commission'') the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend its governance documents with respect to changes relating to its director nomination and committee appointment process and its Nominating and Governance Committee. The text of the proposed rule change is available at the Exchange's Web site at www.bats.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 the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend its Bylaws and Certificate. Specifically the Exchange proposes to eliminate its Nominating and Governance Committee (``N&G Committee''), as well as amend the process by which (i) directors are elected, (ii) committee appointments are made and (iii) vacancies are filled. Additionally, the Exchange proposes to make other technical, non-substantive changes. Elimination of Nominating and Governance Committee (a) Nomination of Directors By way of background, Section 4.3 of the Bylaws provides, among other things, that the Exchange N&G Committee shall consist of at least five directors that are majority Non-Industry Directors and are appointed by the Board on the recommendation of the N&G Committee. Section 4.3 of the Bylaws also provides that the N&G Committee shall have the authority to nominate individuals for election as directors of the Corporation and such other duties as prescribed by resolution of the Board.\3\ Additionally, if the N&G Committee has two or more Industry Directors, those Industry Directors shall act as the Representative Director Nominating Body, which body is responsible for the nomination of the Representative Directors. If however, there are less than two Industry Directors on the N&G Committee, then the Exchange Member Subcommittee of the Advisory Board shall act as the Representative Director Nominating Body.\4\ The N&G Committee is bound to accept and nominate the Representative Director nominees recommended by the Representative Director Nominating Body or, in the event of a petition candidate, the Representative Director nominees who receive the most votes pursuant to a Run-off Election.\5\ Pursuant to Section 3.1 of the Bylaws, the N&G Committee is also responsible for determining whether a director candidate satisfies the applicable qualifications for election as a director, and the decision of the N&G Committee, subject to review, if any, by the Board, is final. --------------------------------------------------------------------------- \3\ Article Fifth, subparagraph (c) of the Certificate also provides that the N&G Committee nominates persons for election as directors. \4\ See Sections 1.1(j) and 4.3 of the Bylaws. Section 3.2 of the Bylaws sets forth a detailed process for the nomination and selection of fair representation directors for the Board of Directors. \5\ See Sections 3.1 and 3.2 of the Bylaws and Article Fifth, subparagraph (c) of the Certificate. --------------------------------------------------------------------------- The Exchange first proposes to eliminate its N&G Committee and amend the process by which Directors are nominated and elected. Specifically, the Exchange proposes to provide that the sole stockholder of the exchange shall nominate and elect directors for nomination at the annual meeting of the stockholder, except with respect to fair-representation directors (``Representative Directors'') as described below. The Exchange notes that another Exchange similarly does not maintain an exchange-level nominating committee and instead provides that the sole stockholder of the Exchange nominates and elects their non-fair representation Directors.\6\ With respect to the nomination of Representative Directors, the Exchange proposes to amend the definition of ``Representative Director Nominating Body'' and provide that if the Board has two or more Industry Directors, excluding directors that are exchange employees, those Industry Directors shall act as the Representative Director Nominating Body. Additionally, similar to the current practice, if there are less than two Industry Directors on the Board (excluding directors that are employees of the Exchange), then the Exchange Member Subcommittee of the Advisory Board shall act as the Representative Director Nominating Body. The Bylaws and Certificate will also be amended to provide that the sole stockholder is bound to nominate and elect the Representative Directors nominees recommended by the Representative Director Nominating Body or, in the event of a petition candidate, the Representative Director nominees who receive the most votes pursuant to a Run-off Election. Lastly, as the N&G Committee is being eliminated, the Exchange proposes to amend Section 3.1 of the Bylaws to provide that the Board, instead of the N&G Committee, is responsible for determining whether a director candidate satisfies the applicable qualifications for election as a director, and the decision of the Board, is final. There are no other changes with respect to the process for the nomination and selection Representative Directors. The Exchange notes that it believes that the proposed changes continue to give Exchange members a voice in the Exchange's use of self-regulatory authority. --------------------------------------------------------------------------- \6\ See Section 3.02 of the Amended and Restated NYSE Arca, Inc. Bylaws. --------------------------------------------------------------------------- [[Page 56066]] (b) Committee Appointments The N&G Committee is also currently responsible for recommending to the Board of Directors appointments to certain Committees. Specifically, Section 4.2 and Section 6.1 of the Bylaws provides that the members of the Executive Committee and Advisory Board, respectively, be recommended by the N&G Committee for approval by the Board. Pursuant to Section 4.4 of the Bylaws, members of the Regulatory Oversight Committee (``ROC'') are recommended by the Non-Industry Directors on the N&G Committee for approval by the Board. In light of the elimination of the N&G Committee, the Exchange proposes to eliminate references to the N&G Committee with respect to committee appointments and transfer the N&G's current authority to the Board (or appropriate subcommittee of the Board). Specifically the Exchange proposes that members of the Executive Committee and Advisory Board be appointed by the Board and members of the ROC be appointed by the Board on the recommendation of the Non-Industry Directors of the Board. The Exchange notes that Boards of other Exchanges also have authority to appoint Board Committees.\7\ --------------------------------------------------------------------------- \7\ See e.g., Eleventh Amended and Restated Operating Agreement of New York Stock Exchange, LLC, Section 2.03(h) and By-Laws of Nasdaq Phlx LLC, Section 5-3. --------------------------------------------------------------------------- Filling of Director Vacancies Next, the Exchange proposes to amend the process to fill Director vacancies. Currently, Sections 3.4 of the Bylaws provides that in the event any Industry Director or Non-Industry Director fails to maintain the qualifications required for such category of director, his office shall become vacant and the vacancy may be filled by the Board with a person who qualifies for the category in which the vacancy exists. If a director is determined to have requalified, Section 3.4 provides the Board, in its sole discretion, may fill an existing vacancy in the Board or may increase the size of the Board, as necessary, to appoint such director to the Board; provided, however, that the Board shall be under no obligation to return such director to the Board. Section 3.5 of the Bylaws also provides that a vacancy on the Board may be filled by a vote of majority of the Directors then in office, or by the sole remaining Director, so long as the elected Director qualifies for the position. Additionally, for vacancies of Representative Directors, the Representative Director Nominating Body will recommend an individual to be elected, or provide a list of recommended individuals, and the position shall be filled by the vote of a majority of the Directors then in office. Consistent with the proposal to have the sole stockholder nominate and elect directors to the Board (and to be bound to accept and elect the Representative Director Nominating Body's nominee(s)), the Exchange wishes to provide that the sole stockholder, instead of the Board, will also have the ability to fill the above described Director vacancies. Technical, Non-Substantive Changes Lastly, the Exchange proposes to change the Exchange's name in the title and signature line in its Certificate from ``Bats BZX Exchange, Inc.'' to ``Cboe BZX Exchange, Inc.'' The Exchange notes that it recently changed its legal name, but was unable to update the Exchange's name in the title or signature line in its Certificate as the name changes were not effective until the Exchange, as previously named, filed the proposed changes in Delaware. The Exchange had noted in the filing that proposed the name changes that it would later amend the Certificate to reflect the new name in the title and signature line and the Exchange is seeking to do so now. The Exchange also proposes to make clarifying amendments and cite to the applicable provisions of the General Corporation Law of the State of Delaware in connection with the proposed restatement and amendment. 2. Statutory Basis The Exchange believes the proposed rule change is consistent with the Securities Exchange Act of 1934 (the ``Act'') and the rules and regulations thereunder applicable to the Exchange and, in particular, the requirements of Section 6(b) of the Act.\8\ Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) \9\ requirements that the rules of an exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, 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. Additionally, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) \10\ requirement that the rules of an exchange not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The Exchange also believes that its proposal is consistent with Section 6(b) of the Act in general, and furthers the objectives of Section 6(b)(1) of the Act in particular, in that it enables the Exchange to be so organized as to have the capacity to be able to carry out the purposes of the Act and to comply, and to enforce compliance by its exchange members and persons associated with its exchange members, with the provisions of the Act, the rules and regulations thereunder, and the rules of the Exchange. The Exchange also believes that this proposal furthers the objectives of Section 6(b)(3) \11\ of the Act in particular, in that it is designed to assure a fair representation of Exchange Members in the selection of its directors and administration of its affairs and provide that one or more directors would be representative of issuers and investors and not be associated with a member of the exchange, broker, or dealer. For instance, the proposed changes continue to include a process by which Exchange members can directly petition and vote for representation on the Board. --------------------------------------------------------------------------- \8\ 15 U.S.C. 78f(b). \9\ 15 U.S.C. 78f(b)(5). \10\ Id. \11\ 15 U.S.C. 78f(b)(3). --------------------------------------------------------------------------- The Exchange believes eliminating the exchange-level N&G Committee allows the Exchange to eliminate a board committee whose core responsibilities can be adequately handled by its sole stockholder or Board, as applicable. The Exchange believes the elimination of this board committee will streamline, make more efficient, and improve the Exchange's governance structure and allow directors of the Exchange to continue to focus their attention on matters within the purview of the Exchange's Board including its orderly discharge of regulatory duties to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. The Exchange also notes that it is not statutorily required to maintain a standing nominating committee. Indeed, another Exchange [[Page 56067]] similarly does not do so and instead provides that its sole stockholder nominates and elects its non-fair representation directors.\12\ Other Exchanges also provide that their Board, without input from a nominating committee, appoint members to committees.\13\ The Exchange also believes that since it is being proposed that the sole stockholder have the authority to nominate (and elect) directors to the Board (and accept and elect Representative Director nominees), it is also consistent to transfer the authority to fill director vacancies from the Board to the sole stockholder. --------------------------------------------------------------------------- \12\ See Section 3.02 of the Amended and Restated NYSE Arca, Inc. Bylaws. \13\ See e.g., Eleventh Amended and Restated Operating Agreement of New York Stock Exchange, LLC, Section 2.03(h) and By-Laws of Nasdaq Phlx LLC, Section 5-3. --------------------------------------------------------------------------- The Exchange importantly notes that it is not proposing to amend any of the compositional requirements currently set forth in the Bylaws and that notwithstanding the proposed changes, existing compositional requirements of the Exchange will still be required to be satisfied, including the provision relating to the fair representation of members. While the delegation of the authority relating to the (i) nomination and election of directors, (ii) nominating body for Representative Directors, (iii) filling of Director vacancies and (iv) appointment of committees is being modified, the substantive practices of the Exchange will remain the same. For example, the sole stockholder will be bound to nominate and elect the Representative Directors nominees recommended by the Representative Director Nominating Body or, in the event of a petition candidate, the Representative Director nominees who receive the most votes pursuant to a Run-off Election. Lastly, the Exchange believes the clarifying changes to the Exchange's Certificate, including updating the Exchange's name in the title and signature line, allows the Exchange to comply with Delaware law and reduce potential confusion. The alleviation of confusion removes impediments to, and perfects the mechanism for a free and open market and a national market system, and, in general, protects investors and the public interest of market participants. The Exchange believes the proposed changes do not affect the meaning, administration, or enforcement of any rules of the Exchange or the rights, obligations, or privileges of Exchange members or their associated persons is any way. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule change relates to the corporate governance of the Exchange and not the operations of the Exchange. This is not a competitive filing and, therefore, imposes no burden on competition. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange neither solicited nor received comments on the proposed rule change. 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 (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 will: A. By order approve or disapprove such proposed rule change, or B. institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to [email protected]. Please include File Number SR-CboeBZX-2017-001 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-CboeBZX-2017-001. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission's Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-CboeBZX-2017-001, and should be submitted on or before December 12, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\14\ --------------------------------------------------------------------------- \14\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-25468 Filed 11-24-17; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 82, No. 226 / Monday, November 27, 2017 / Notices 56065
SECURITIES AND EXCHANGE A. Self-Regulatory Organization’s subject to review, if any, by the Board,
COMMISSION Statement of the Purpose of, and the is final.
Statutory Basis for, the Proposed Rule The Exchange first proposes to
[Release No. 34–82123; File No. SR– Change eliminate its N&G Committee and
CboeBZX–2017–001] 1. Purpose amend the process by which Directors
The Exchange proposes to amend its are nominated and elected. Specifically,
Self-Regulatory Organizations; Cboe the Exchange proposes to provide that
Bylaws and Certificate. Specifically the
BZX Exchange, Inc.; Notice of Filing of the sole stockholder of the exchange
Exchange proposes to eliminate its
a Proposed Rule Change Relating to Nominating and Governance Committee shall nominate and elect directors for
Its Director Nomination and Committee (‘‘N&G Committee’’), as well as amend nomination at the annual meeting of the
Appointment Process and Its the process by which (i) directors are stockholder, except with respect to fair-
Nominating and Governance elected, (ii) committee appointments are representation directors
Committee made and (iii) vacancies are filled. (‘‘Representative Directors’’) as
Additionally, the Exchange proposes to described below. The Exchange notes
November 20, 2017.
make other technical, non-substantive that another Exchange similarly does
Pursuant to Section 19(b)(1) of the changes. not maintain an exchange-level
Securities Exchange Act of 1934 (the nominating committee and instead
Elimination of Nominating and
‘‘Act’’),1 and Rule 19b–4 thereunder,2 provides that the sole stockholder of the
Governance Committee
notice is hereby given that on November Exchange nominates and elects their
14, 2017, Cboe BZX Exchange, Inc. (the (a) Nomination of Directors non-fair representation Directors.6 With
‘‘Exchange’’ or ‘‘BZX’’) filed with the By way of background, Section 4.3 of respect to the nomination of
Securities and Exchange Commission the Bylaws provides, among other Representative Directors, the Exchange
(the ‘‘Commission’’) the proposed rule things, that the Exchange N&G proposes to amend the definition of
change as described in Items I, II, and Committee shall consist of at least five ‘‘Representative Director Nominating
III below, which Items have been directors that are majority Non-Industry Body’’ and provide that if the Board has
prepared by the Exchange. The Directors and are appointed by the two or more Industry Directors,
Commission is publishing this notice to Board on the recommendation of the excluding directors that are exchange
solicit comments on the proposed rule N&G Committee. Section 4.3 of the employees, those Industry Directors
change from interested persons. Bylaws also provides that the N&G shall act as the Representative Director
Committee shall have the authority to Nominating Body. Additionally, similar
I. Self-Regulatory Organization’s nominate individuals for election as to the current practice, if there are less
Statement of the Terms of Substance of directors of the Corporation and such than two Industry Directors on the
the Proposed Rule Change other duties as prescribed by resolution Board (excluding directors that are
of the Board.3 Additionally, if the N&G employees of the Exchange), then the
The Exchange proposes to amend its Committee has two or more Industry Exchange Member Subcommittee of the
governance documents with respect to Directors, those Industry Directors shall Advisory Board shall act as the
changes relating to its director act as the Representative Director Representative Director Nominating
nomination and committee appointment Nominating Body, which body is Body. The Bylaws and Certificate will
process and its Nominating and responsible for the nomination of the also be amended to provide that the sole
Governance Committee. Representative Directors. If however, stockholder is bound to nominate and
The text of the proposed rule change there are less than two Industry elect the Representative Directors
is available at the Exchange’s Web site Directors on the N&G Committee, then nominees recommended by the
at www.bats.com, at the principal office the Exchange Member Subcommittee of Representative Director Nominating
the Advisory Board shall act as the Body or, in the event of a petition
of the Exchange, and at the
Representative Director Nominating
Commission’s Public Reference Room. candidate, the Representative Director
Body.4 The N&G Committee is bound to
nominees who receive the most votes
II. Self-Regulatory Organization’s accept and nominate the Representative
pursuant to a Run-off Election. Lastly, as
Statement of the Purpose of, and Director nominees recommended by the
the N&G Committee is being eliminated,
Statutory Basis for, the Proposed Rule Representative Director Nominating
the Exchange proposes to amend
Change Body or, in the event of a petition
Section 3.1 of the Bylaws to provide that
candidate, the Representative Director
In its filing with the Commission, the the Board, instead of the N&G
nominees who receive the most votes
Committee, is responsible for
Exchange included statements pursuant to a Run-off Election.5
determining whether a director
concerning the purpose of and basis for Pursuant to Section 3.1 of the Bylaws,
candidate satisfies the applicable
the proposed rule change and discussed the N&G Committee is also responsible
for determining whether a director qualifications for election as a director,
any comments it received on the
candidate satisfies the applicable and the decision of the Board, is final.
proposed rule change. The text of these There are no other changes with respect
statements may be examined at the qualifications for election as a director,
and the decision of the N&G Committee, to the process for the nomination and
places specified in Item IV below. The
asabaliauskas on DSKBBXCHB2PROD with NOTICES
selection Representative Directors. The
Exchange has prepared summaries, set Exchange notes that it believes that the
3 Article Fifth, subparagraph (c) of the Certificate
forth in sections A, B, and C below, of also provides that the N&G Committee nominates proposed changes continue to give
the most significant aspects of such persons for election as directors. Exchange members a voice in the
statements. 4 See Sections 1.1(j) and 4.3 of the Bylaws.
Exchange’s use of self-regulatory
Section 3.2 of the Bylaws sets forth a detailed
process for the nomination and selection of fair
authority.
representation directors for the Board of Directors.
1 15 U.S.C. 78s(b)(1). 5 See Sections 3.1 and 3.2 of the Bylaws and 6 See Section 3.02 of the Amended and Restated
2 17 CFR 240.19b–4. Article Fifth, subparagraph (c) of the Certificate. NYSE Arca, Inc. Bylaws.
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similarly does not do so and instead B. Self-Regulatory Organization’s Internet Web site (http://www.sec.gov/
provides that its sole stockholder Statement on Burden on Competition rules/sro.shtml). Copies of the
nominates and elects its non-fair The Exchange does not believe the submission, all subsequent
representation directors.12 Other proposed rule change will impose any amendments, all written statements
Exchanges also provide that their Board, burden on competition not necessary or with respect to the proposed rule
without input from a nominating appropriate in furtherance of the change that are filed with the
committee, appoint members to purposes of the Act. The proposed rule Commission, and all written
committees.13 The Exchange also change relates to the corporate communications relating to the
believes that since it is being proposed governance of the Exchange and not the proposed rule change between the
that the sole stockholder have the operations of the Exchange. This is not Commission and any person, other than
authority to nominate (and elect) a competitive filing and, therefore, those that may be withheld from the
directors to the Board (and accept and imposes no burden on competition. public in accordance with the
elect Representative Director nominees), provisions of 5 U.S.C. 552, will be
it is also consistent to transfer the C. Self-Regulatory Organization’s available for Web site viewing and
authority to fill director vacancies from Statement on Comments on the printing in the Commission’s Public
the Board to the sole stockholder. Proposed Rule Change Received From Reference Room, 100 F Street NE.,
The Exchange importantly notes that Members, Participants, or Others Washington, DC 20549, on official
it is not proposing to amend any of the The Exchange neither solicited nor business days between the hours of
compositional requirements currently received comments on the proposed 10:00 a.m. and 3:00 p.m. Copies of the
set forth in the Bylaws and that rule change. filing also will be available for
notwithstanding the proposed changes, inspection and copying at the principal
existing compositional requirements of III. Date of Effectiveness of the office of the Exchange. All comments
the Exchange will still be required to be Proposed Rule Change and Timing for received will be posted without change.
satisfied, including the provision Commission Action Persons submitting comments are
relating to the fair representation of Within 45 days of the date of cautioned that we do not redact or edit
members. While the delegation of the publication of this notice in the Federal personal identifying information from
authority relating to the (i) nomination Register or within such longer period comment submissions. You should
and election of directors, (ii) nominating up to 90 days (i) as the Commission may submit only information that you wish
body for Representative Directors, (iii) designate if it finds such longer period to make available publicly. All
filling of Director vacancies and (iv) to be appropriate and publishes its submissions should refer to File
appointment of committees is being reasons for so finding or (ii) as to which Number SR–CboeBZX–2017–001, and
modified, the substantive practices of the Exchange consents, the Commission should be submitted on or before
the Exchange will remain the same. For will: December 12, 2017.
example, the sole stockholder will be A. By order approve or disapprove For the Commission, by the Division of
bound to nominate and elect the such proposed rule change, or Trading and Markets, pursuant to delegated
Representative Directors nominees B. institute proceedings to determine authority.14
recommended by the Representative whether the proposed rule change Eduardo A. Aleman,
Director Nominating Body or, in the should be disapproved. Assistant Secretary.
event of a petition candidate, the IV. Solicitation of Comments [FR Doc. 2017–25468 Filed 11–24–17; 8:45 am]
Representative Director nominees who BILLING CODE 8011–01–P
receive the most votes pursuant to a Interested persons are invited to
Run-off Election. submit written data, views, and
Lastly, the Exchange believes the arguments concerning the foregoing, SECURITIES AND EXCHANGE
clarifying changes to the Exchange’s including whether the proposed rule COMMISSION
Certificate, including updating the change is consistent with the Act.
Comments may be submitted by any of [Release No. 34–82132; File No. SR–ISE–
Exchange’s name in the title and 2017–100]
signature line, allows the Exchange to the following methods:
comply with Delaware law and reduce Electronic Comments Self-Regulatory Organizations; Nasdaq
potential confusion. The alleviation of • Use the Commission’s Internet ISE, LLC; Notice of Filing and
confusion removes impediments to, and comment form (http://www.sec.gov/ Immediate Effectiveness of Proposed
perfects the mechanism for a free and rules/sro.shtml); or Rule Change To Remove Directed
open market and a national market • Send an email to rule-comments@ Order Functionality
system, and, in general, protects sec.gov. Please include File Number SR– November 20, 2017.
investors and the public interest of CboeBZX–2017–001 on the subject line. Pursuant to Section 19(b)(1) of the
market participants.
Paper Comments Securities Exchange Act of 1934
The Exchange believes the proposed
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
changes do not affect the meaning, • Send paper comments in triplicate notice is hereby given that on November
administration, or enforcement of any to Secretary, Securities and Exchange 16, 2017, Nasdaq ISE, LLC (‘‘ISE’’ or
rules of the Exchange or the rights, Commission, 100 F Street NE., ‘‘Exchange’’) filed with the Securities
obligations, or privileges of Exchange Washington, DC 20549–1090.
asabaliauskas on DSKBBXCHB2PROD with NOTICES
and Exchange Commission
members or their associated persons is All submissions should refer to File (‘‘Commission’’) the proposed rule
any way. Number SR–CboeBZX–2017–001. This change as described in Items I, II, and
file number should be included on the III, below, which Items have been
12 See Section 3.02 of the Amended and Restated
subject line if email is used. To help the prepared by the Exchange. The
NYSE Arca, Inc. Bylaws. Commission process and review your
13 See e.g., Eleventh Amended and Restated
Operating Agreement of New York Stock Exchange,
comments more efficiently, please use 14 17 CFR 200.30–3(a)(12).
LLC, Section 2.03(h) and By-Laws of Nasdaq Phlx only one method. The Commission will 1 15 U.S.C. 78s(b)(1).
LLC, Section 5–3. post all comments on the Commission’s 2 17 CFR 240.19b–4.
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Document Created: 2017-11-25 01:08:55
Document Modified: 2017-11-25 01:08:55
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| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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| FR Citation | 82 FR 56065 |
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