82 FR 56076 - Self-Regulatory Organizations; Cboe BYX 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 | 56076-56079 | |
| FR Document | 2017-25467 |
[Federal Register Volume 82, Number 226 (Monday, November 27, 2017)] [Notices] [Pages 56076-56079] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-25467] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-82122; File No. SR-CboeBYX-2017-001] Self-Regulatory Organizations; Cboe BYX 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 BYX Exchange, Inc. (the ``Exchange'' or ``BYX'') 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, [[Page 56077]] 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 of 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. --------------------------------------------------------------------------- (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 BYX Exchange, Inc.'' to ``Cboe BYX 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 [[Page 56078]] 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 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: [[Page 56079]] 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-CboeBYX-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-CboeBYX-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-CboeBYX-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\ Eduardo A. Aleman, Assistant Secretary. --------------------------------------------------------------------------- \14\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- [FR Doc. 2017-25467 Filed 11-24-17; 8:45 am] BILLING CODE 8011-01-P
![56076 Federal Register / Vol. 82, No. 226 / Monday, November 27, 2017 / Notices
unnecessary rule text which may available for Web site viewing and process and its Nominating and
minimize potential investor confusion. printing in the Commission’s Public Governance Committee.
Accordingly, the Commission hereby Reference Room, 100 F Street NE., The text of the proposed rule change
waives the 30-day operative delay Washington, DC 20549, on official is available at the Exchange’s Web site
requirement and designates the business days between the hours of at www.bats.com, at the principal office
proposed rule change as operative upon 10:00 a.m. and 3:00 p.m. Copies of the of the Exchange, and at the
filing.12 filing also will be available for Commission’s Public Reference Room.
At any time within 60 days of the inspection and copying at the principal II. Self-Regulatory Organization’s
filing of the proposed rule change, the office of the Exchange. All comments Statement of the Purpose of, and
Commission summarily may received will be posted without change. Statutory Basis for, the Proposed Rule
temporarily suspend such rule change if Persons submitting comments are Change
it appears to the Commission that such cautioned that we do not redact or edit
action is necessary or appropriate in the personal identifying information from In its filing with the Commission, the
public interest, for the protection of comment submissions. You should Exchange included statements
investors, or otherwise in furtherance of submit only information that you wish concerning the purpose of and basis for
the purposes of the Act. If the to make available publicly. All the proposed rule change and discussed
Commission takes such action, the submissions should refer to File any comments it received on the
Commission shall institute proceedings Number SR–ISE–2017–99, and should proposed rule change. The text of these
to determine whether the proposed rule be submitted on or before December 18, statements may be examined at the
should be approved or disapproved. 2017. places specified in Item IV below. The
Exchange has prepared summaries, set
IV. Solicitation of Comments For the Commission, by the Division of
Trading and Markets, pursuant to delegated
forth in sections A, B, and C below, of
Interested persons are invited to authority.13 the most significant aspects of such
submit written data, views, and Eduardo A. Aleman,
statements.
arguments concerning the foregoing,
Assistant Secretary. A. Self-Regulatory Organization’s
including whether the proposed rule
[FR Doc. 2017–25474 Filed 11–24–17; 8:45 am] Statement of the Purpose of, and the
change is consistent with the Act.
BILLING CODE 8011–01–P Statutory Basis for, the Proposed Rule
Comments may be submitted by any of
Change
the following methods:
1. Purpose
Electronic Comments SECURITIES AND EXCHANGE
COMMISSION The Exchange proposes to amend its
• Use the Commission’s Internet
Bylaws and Certificate. Specifically the
comment form (http://www.sec.gov/ [Release No. 34–82122; File No. SR– Exchange proposes to eliminate its
rules/sro.shtml); or CboeBYX–2017–001]
• Send an email to rule-comments@ Nominating and Governance Committee
sec.gov. Please include File Number SR– Self-Regulatory Organizations; Cboe (‘‘N&G Committee’’), as well as amend
ISE–2017–99 on the subject line. BYX Exchange, Inc.; Notice of Filing of the process by which (i) directors are
a Proposed Rule Change Relating to elected, (ii) committee appointments are
Paper Comments Its Director Nomination and Committee made and (iii) vacancies are filled.
• Send paper comments in triplicate Appointment Process and Its Additionally, the Exchange proposes to
to Secretary, Securities and Exchange Nominating and Governance make other technical, non-substantive
Commission, 100 F Street NE., Committee changes.
Washington, DC 20549–1090. Elimination of Nominating and
November 20, 2017.
All submissions should refer to File Governance Committee
Number SR–ISE–2017–99. This file Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the (a) Nomination of Directors
number should be included on the
subject line if email is used. To help the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 By way of background, Section 4.3 of
Commission process and review your notice is hereby given that on November the Bylaws provides, among other
comments more efficiently, please use 14, 2017, Cboe BYX Exchange, Inc. (the things, that the Exchange N&G
only one method. The Commission will ‘‘Exchange’’ or ‘‘BYX’’) filed with the Committee shall consist of at least five
post all comments on the Commission’s Securities and Exchange Commission directors that are majority Non-Industry
Internet Web site (http://www.sec.gov/ (the ‘‘Commission’’) the proposed rule Directors and are appointed by the
rules/sro.shtml). Copies of the change as described in Items I, II, and Board on the recommendation of the
submission, all subsequent III below, which Items have been N&G Committee. Section 4.3 of the
amendments, all written statements prepared by the Exchange. The Bylaws also provides that the N&G
with respect to the proposed rule Commission is publishing this notice to Committee shall have the authority to
change that are filed with the solicit comments on the proposed rule nominate individuals for election as
Commission, and all written change from interested persons. directors of the Corporation and such
communications relating to the I. Self-Regulatory Organization’s other duties as prescribed by resolution
proposed rule change between the Statement of the Terms of Substance of of the Board.3 Additionally, if the N&G
Commission and any person, other than the Proposed Rule Change Committee has two or more Industry
asabaliauskas on DSKBBXCHB2PROD with NOTICES
those that may be withheld from the Directors, those Industry Directors shall
The Exchange proposes to amend its act as the Representative Director
public in accordance with the governance documents with respect to
provisions of 5 U.S.C. 552, will be Nominating Body, which body is
changes relating to its director responsible for the nomination of the
12 For purposes only of waiving the 30-day
nomination and committee appointment Representative Directors. If however,
operative delay, the Commission has also
13 17 CFR 200.30–3(a)(12).
considered the proposed rule’s impact on 3 Article Fifth, subparagraph (c) of the Certificate
1 15 U.S.C. 78s(b)(1).
efficiency, competition, and capital formation. See also provides that the N&G Committee nominates
15 U.S.C. 78c(f). 2 17 CFR 240.19b–4. persons for election as directors.
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![Federal Register / Vol. 82, No. 226 / Monday, November 27, 2017 / Notices 56079
Electronic Comments SECURITIES AND EXCHANGE or send an email to: PRA_Mailbox@
COMMISSION sec.gov. Comments must be submitted to
• Use the Commission’s Internet OMB within 30 days of this notice.
comment form (http://www.sec.gov/ [SEC File No. 270–334, OMB Control No.
3235–0380] Dated: November 20, 2017.
rules/sro.shtml); or
Eduardo A. Aleman,
• Send an email to rule-comments@ Submission for OMB Review; Assistant Secretary.
sec.gov. Please include File Number SR– Comment Request [FR Doc. 2017–25463 Filed 11–24–17; 8:45 am]
CboeBYX–2017–001 on the subject line.
Upon Written Request Copies Available BILLING CODE 8011–01–P
Paper Comments From: Securities and Exchange
Commission, Office of FOIA Services,
• Send paper comments in triplicate 100 F Street NE., Washington, DC SECURITIES AND EXCHANGE
to Secretary, Securities and Exchange 20549–2736 COMMISSION
Commission, 100 F Street NE., [Release No. 34–82125; File No. SR–
Extension:
Washington, DC 20549–1090. Form F–10 CboeEDGA–2017–001]
All submissions should refer to File Notice is hereby given that, pursuant Self-Regulatory Organizations; Cboe
Number SR–CboeBYX–2017–001. This to the Paperwork Reduction Act of 1995 EDGA Exchange, Inc.; Notice of Filing
file number should be included on the (44 U.S.C. 3501 et seq.), the Securities of a Proposed Rule Change Relating to
subject line if email is used. To help the and Exchange Commission Its Director Nomination and Committee
Commission process and review your (‘‘Commission’’) has submitted to the Appointment Process and Its
comments more efficiently, please use Office of Management and Budget this Nominating and Governance
only one method. The Commission will request for extension of the previously Committee
post all comments on the Commission’s approved collection of information
Internet Web site (http://www.sec.gov/ discussed below. November 20, 2017.
rules/sro.shtml). Copies of the Form F–10 (17 CFR 239.40) is a Pursuant to Section 19(b)(1) of the
submission, all subsequent registration statement under the Securities Exchange Act of 1934 (the
amendments, all written statements Securities Act of 1933 (15 U.S.C. 77a et ‘‘Act’’),1 and Rule 19b–4 thereunder,2
with respect to the proposed rule seq.) that may be used by a foreign notice is hereby given that on November
change that are filed with the private issuer that: Is incorporated or 14, 2017, Cboe EDGA Exchange, Inc.
Commission, and all written organized in Canada; has been subject (the ‘‘Exchange’’ or ‘‘EDGA’’) filed with
to, and in compliance with, Canadian the Securities and Exchange
communications relating to the
reporting requirements for at least 12 Commission (the ‘‘Commission’’) the
proposed rule change between the
months; and has an aggregate market proposed rule change as described in
Commission and any person, other than
value of common stock held by non- Items I, II, and III below, which Items
those that may be withheld from the affiliates of at least $75 million. The
public in accordance with the have been prepared by the Exchange.
purpose of this information collection is The Commission is publishing this
provisions of 5 U.S.C. 552, will be to permit verification of compliance
available for Web site viewing and notice to solicit comments on the
with securities law requirements and proposed rule change from interested
printing in the Commission’s Public assure the public availability of such persons.
Reference Room, 100 F Street NE., information. We estimate that Form F–
Washington, DC 20549, on official 10 takes 25 hours per response and is I. Self-Regulatory Organization’s
business days between the hours of filed by 77 respondents. We further Statement of the Terms of Substance of
10:00 a.m. and 3:00 p.m. Copies of the estimate that 25% of the 25 hours per the Proposed Rule Change
filing also will be available for response (6.25 hours) is prepared by the The Exchange proposes to amend its
inspection and copying at the principal issuer for an annual reporting burden of governance documents with respect to
office of the Exchange. All comments 481 hours (6.25 hours per response × 77 changes relating to its director
received will be posted without change. responses). nomination and committee appointment
Persons submitting comments are An agency may not conduct or process and its Nominating and
cautioned that we do not redact or edit sponsor, and a person is not required to Governance Committee.
personal identifying information from respond to, a collection of information The text of the proposed rule change
comment submissions. You should unless it displays a currently valid is available at the Exchange’s Web site
submit only information that you wish control number. at www.bats.com, at the principal office
to make available publicly. All The public may view the background of the Exchange, and at the
submissions should refer to File documentation for this information Commission’s Public Reference Room.
collection at the following Web site,
Number SR–CboeBYX–2017–001, and II. Self-Regulatory Organization’s
www.reginfo.gov. Comments should be
should be submitted on or before Statement of the Purpose of, and
directed to: (i) Desk Officer for the
December 12, 2017. Securities and Exchange Commission, Statutory Basis for, the Proposed Rule
For the Commission, by the Division of Office of Information and Regulatory Change
asabaliauskas on DSKBBXCHB2PROD with NOTICES
Trading and Markets, pursuant to delegated Affairs, Office of Management and In its filing with the Commission, the
authority.14 Budget, Room 10102, New Executive Exchange included statements
Eduardo A. Aleman, Office Building, Washington, DC 20503, concerning the purpose of and basis for
Assistant Secretary. or by sending an email to: Shagufta_ the proposed rule change and discussed
[FR Doc. 2017–25467 Filed 11–24–17; 8:45 am] Ahmed@omb.eop.gov; and (ii) Pamela any comments it received on the
Dyson, Director/Chief Information proposed rule change. The text of these
BILLING CODE 8011–01–P
Officer, Securities and Exchange
Commission, c/o Remi Pavlik-Simon, 1 15 U.S.C. 78s(b)(1).
14 17 CFR 200.30–3(a)(12). 100 F Street NE., Washington, DC 20549 2 17 CFR 240.19b–4.
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Document Created: 2017-11-25 01:09:15
Document Modified: 2017-11-25 01:09:15
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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| Section | Notices | |
| FR Citation | 82 FR 56076 |
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