82 FR 56085 - Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of Filing of a Proposed Rule Change Relating to Its Nominating and Governance Committee and Regulatory Oversight and Compliance 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 | 56085-56088 | |
| FR Document | 2017-25465 |
[Federal Register Volume 82, Number 226 (Monday, November 27, 2017)] [Notices] [Pages 56085-56088] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-25465] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-82119; File No. SR-CBOE-2017-072] Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of Filing of a Proposed Rule Change Relating to Its Nominating and Governance Committee and Regulatory Oversight and Compliance 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 15, 2017, Cboe Exchange, Inc. (the ``Exchange'' or ``Cboe Options'') 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 and rules with respect to changes relating to its director nomination and committee appointment process, its Nominating and Governance Committee and its Regulatory Oversight and Compliance Committee. The text of the proposed rule change is also available on the Exchange's Web site (http://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), at the Exchange's Office of the Secretary, 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, Certificate and Rules. 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 amend the name of the Regulatory Oversight and Compliance Committee (``ROCC'') and 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 Trading Permit Holder Subcommittee of the Advisory Board [[Page 56086]] 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(k) 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 today's practice, if there are less than two Industry Directors on the Board (excluding directors that are employees of the Exchange), then the Trading Permit Holder 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 ROCC are recommended by the Non-Industry Directors on the N&G Committee for approval by the Board. Lastly, Exchange Rule 2.1 provides that the N&G Committee, with the approval of the Board, appoints the Chairman, Vice Chairman (if any) and members of the Business Conduct Committee (``BCC'') and fills vacancies on the BCC. 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 ROCC be appointed by the Board on the recommendation of the Non-Industry Directors of the Board. Additionally, the Exchange proposes that the Board appoint the Chairman, Vice Chairman (if any) and members to the BCC and fills vacancies on the BCC. The Exchange notes that Boards of other Exchanges also have authority to appoint Board and non-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. Regulatory Oversight and Compliance Committee Changes The Exchange proposes to change the name of the ``Regulatory Oversight and Compliance Committee'' (``ROCC'') to the ``Regulatory Oversight Committee'' (``ROC''). The Exchange notes that there may be overlap and duplication of reports from the Compliance Department to the parent company Audit Committee and the Exchange ROCC. To address this issue, going forward, the Cboe Global Markets Audit Committee will be the ``go to'' Board committee for reports from the Chief Compliance Officer (``CCO'') related to compliance matters. As such, the Exchange proposes to drop the reference of ``Compliance'' in ``ROCC'' in the Bylaws and Exchange Rule 17.10. The Exchange notes that the reporting function of the CCO to the ROC will be [[Page 56087]] permissive. The Exchange also notes that the regulatory oversight committees of its affiliated exchanges does not use the term ``Compliance'' in their Committees' name.\8\ --------------------------------------------------------------------------- \8\ See Section 4.4 of the Bylaws of Cboe BYX Exchange, Inc., Cboe BZX Exchange, Inc., Cboe EDGA Exchange, Inc. and Cboe EDGX Exchange, Inc. --------------------------------------------------------------------------- Technical, Non-Substantive Changes Lastly, the Exchange proposes to change the Exchange's name in the title and signature line in its Certificate from ``Chicago Board Options Exchange, Incorporated'' to ``Cboe 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. Pursuant to Delaware law, the Exchange is also adding a reference to its original name in the introductory paragraph of the Certificate.\9\ --------------------------------------------------------------------------- \9\ See Section 245(c) of the Delaware General Corporation Law (DGCL). --------------------------------------------------------------------------- 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.\10\ Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) \11\ 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) \12\ 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) \13\ 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. --------------------------------------------------------------------------- \10\ 15 U.S.C. 78f(b). \11\ 15 U.S.C. 78f(b)(5). \12\ Id. \13\ 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.\14\ Other Exchanges also provide that their Board, without input from a nominating committee, appoint members to committees.\15\ 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. --------------------------------------------------------------------------- \14\ See Section 3.02 of the Amended and Restated NYSE Arca, Inc. Bylaws. \15\ 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. The Exchange believes eliminating the reference to ``Compliance'' in the ROCC's name is appropriate and will reduce potential confusion given that the CCO is no longer required to (but may) report to the ROCC. The Exchange notes that the new name is also consistent with the name of the regulatory oversight committee of its affiliated exchanges.\16\ Lastly, the Exchange believes updating the Exchange's name in the title and signature line of its Certificate and adding a reference to its original name in the introductory paragraph of the Certificate, 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 [[Page 56088]] investors and the public interest of market participants. --------------------------------------------------------------------------- \16\ See Section 4.4 of the Bylaws of Cboe BYX Exchange, Inc., Cboe BZX Exchange, Inc., Cboe EDGA Exchange, Inc. and Cboe EDGX Exchange, Inc. --------------------------------------------------------------------------- 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-CBOE-2017-072 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-CBOE-2017-072. 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-CBOE-2017-072, and should be submitted on or before December 12, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\17\ --------------------------------------------------------------------------- \17\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-25465 Filed 11-24-17; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 82, No. 226 / Monday, November 27, 2017 / Notices 56085
temporarily suspend such rule change if to make available publicly. All II. Self-Regulatory Organization’s
it appears to the Commission that such submissions should refer to File Statement of the Purpose of, and
action is necessary or appropriate in the Number SR–MRX–2017–24, and should Statutory Basis for, the Proposed Rule
public interest, for the protection of be submitted on or before December 18, Change
investors, or otherwise in furtherance of 2017. In its filing with the Commission, the
the purposes of the Act. If the Exchange included statements
For the Commission, by the Division of
Commission takes such action, the concerning the purpose of and basis for
Trading and Markets, pursuant to delegated
Commission shall institute proceedings the proposed rule change and discussed
authority.13
to determine whether the proposed rule any comments it received on the
should be approved or disapproved. Eduardo A. Aleman,
proposed rule change. The text of these
Assistant Secretary. statements may be examined at the
IV. Solicitation of Comments
[FR Doc. 2017–25473 Filed 11–24–17; 8:45 am] places specified in Item IV below. The
Interested persons are invited to BILLING CODE 8011–01–P Exchange has prepared summaries, set
submit written data, views, and
forth in sections A, B, and C below, of
arguments concerning the foregoing,
the most significant aspects of such
including whether the proposed rule SECURITIES AND EXCHANGE statements.
change is consistent with the Act. COMMISSION
Comments may be submitted by any of A. Self-Regulatory Organization’s
the following methods: Statement of the Purpose of, and the
[Release No. 34–82119; File No. SR–CBOE– Statutory Basis for, the Proposed Rule
Electronic Comments 2017–072] Change
• Use the Commission’s Internet
comment form (http://www.sec.gov/ Self-Regulatory Organizations; Cboe 1. Purpose
rules/sro.shtml); or Exchange, Inc.; Notice of Filing of a The Exchange proposes to amend its
• Send an email to rule-comments@ Proposed Rule Change Relating to Its Bylaws, Certificate and Rules.
sec.gov. Please include File Number SR– Nominating and Governance Specifically the Exchange proposes to
MRX–2017–24 on the subject line. Committee and Regulatory Oversight eliminate its Nominating and
Paper Comments and Compliance Committee Governance Committee (‘‘N&G
Committee’’), as well as amend the
• Send paper comments in triplicate November 20, 2017.
process by which (i) directors are
to Secretary, Securities and Exchange Pursuant to Section 19(b)(1) of the elected, (ii) committee appointments are
Commission, 100 F Street NE., Securities Exchange Act of 1934 (the made and (iii) vacancies are filled.
Washington, DC 20549–1090. Additionally, the Exchange proposes to
‘‘Act’’),1 and Rule 19b–4 thereunder,2
All submissions should refer to File notice is hereby given that on November amend the name of the Regulatory
Number SR–MRX–2017–24. This file 15, 2017, Cboe Exchange, Inc. (the Oversight and Compliance Committee
number should be included on the ‘‘Exchange’’ or ‘‘Cboe Options’’) filed (‘‘ROCC’’) and make other technical,
subject line if email is used. To help the with the Securities and Exchange non-substantive changes.
Commission process and review your
Commission (the ‘‘Commission’’) the Elimination of Nominating and
comments more efficiently, please use
only one method. The Commission will proposed rule change as described in Governance Committee
post all comments on the Commission’s Items I, II, and III below, which Items
(a) Nomination of Directors
Internet Web site (http://www.sec.gov/ have been prepared by the Exchange.
The Commission is publishing this By way of background, Section 4.3 of
rules/sro.shtml). Copies of the the Bylaws provides, among other
submission, all subsequent notice to solicit comments on the
proposed rule change from interested things, that the Exchange N&G
amendments, all written statements Committee shall consist of at least five
with respect to the proposed rule persons.
directors that are majority Non-Industry
change that are filed with the I. Self-Regulatory Organization’s Directors and are appointed by the
Commission, and all written
Statement of the Terms of Substance of Board on the recommendation of the
communications relating to the
the Proposed Rule Change N&G Committee. Section 4.3 of the
proposed rule change between the
Bylaws also provides that the N&G
Commission and any person, other than The Exchange proposes to amend its Committee shall have the authority to
those that may be withheld from the governance documents and rules with nominate individuals for election as
public in accordance with the respect to changes relating to its director directors of the Corporation and such
provisions of 5 U.S.C. 552, will be nomination and committee appointment other duties as prescribed by resolution
available for Web site viewing and process, its Nominating and Governance of the Board.3 Additionally, if the N&G
printing in the Commission’s Public Committee and its Regulatory Oversight Committee has two or more Industry
Reference Room, 100 F Street NE.,
and Compliance Committee. Directors, those Industry Directors shall
Washington, DC 20549, on official
The text of the proposed rule change act as the Representative Director
business days between the hours of
is also available on the Exchange’s Web Nominating Body, which body is
10:00 a.m. and 3:00 p.m. Copies of the
site (http://www.cboe.com/AboutCBOE/ responsible for the nomination of the
asabaliauskas on DSKBBXCHB2PROD with NOTICES
filing also will be available for
Representative Directors. If however,
inspection and copying at the principal CBOELegalRegulatoryHome.aspx), at
there are less than two Industry
office of the Exchange. All comments the Exchange’s Office of the Secretary,
Directors on the N&G Committee, then
received will be posted without change. and at the Commission’s Public the Trading Permit Holder
Persons submitting comments are Reference Room. Subcommittee of the Advisory Board
cautioned that we do not redact or edit
personal identifying information from 13 17 CFR 200.30–3(a)(12). 3 Article Fifth, subparagraph (c) of the Certificate
comment submissions. You should 1 15 U.S.C. 78s(b)(1). also provides that the N&G Committee nominates
submit only information that you wish 2 17 CFR 240.19b–4. persons for election as directors.
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![56088 Federal Register / Vol. 82, No. 226 / Monday, November 27, 2017 / Notices
investors and the public interest of Commission, 100 F Street NE., Rule 236
market participants. Washington, DC 20549–1090. Notice is hereby given that, pursuant
The Exchange believes the proposed All submissions should refer to File to the Paperwork Reduction Act of 1995
changes do not affect the meaning, Number SR–CBOE–2017–072. This file (44 U.S.C. 3501 et seq.), the Securities
administration, or enforcement of any number should be included on the and Exchange Commission
rules of the Exchange or the rights, subject line if email is used. To help the (‘‘Commission’’) has submitted to the
obligations, or privileges of Exchange Commission process and review your Office of Management and Budget this
members or their associated persons is comments more efficiently, please use request for extension of the previously
any way. only one method. The Commission will approved collection of information
B. Self-Regulatory Organization’s post all comments on the Commission’s discussed below.
Statement on Burden on Competition Internet Web site (http://www.sec.gov/ Rule 236 (17 CFR 230.236) under the
rules/sro.shtml). Copies of the Securities Act of 1933 (15 U.S.C. 77a et
The Exchange does not believe the submission, all subsequent seq.) (‘‘Securities Act’’) provides an
proposed rule change will impose any amendments, all written statements exemption from registration under the
burden on competition not necessary or with respect to the proposed rule Securities Act for the offering of shares
appropriate in furtherance of the change that are filed with the of stock or similar securities to provide
purposes of the Act. The proposed rule Commission, and all written funds to be distributed to security
change relates to the corporate communications relating to the holders in lieu of fractional shares, scrip
governance of the Exchange and not the proposed rule change between the certificates or order forms, in
operations of the Exchange. This is not Commission and any person, other than connection with a stock dividend, stock
a competitive filing and, therefore, those that may be withheld from the split, reverse stock split, conversion,
imposes no burden on competition. public in accordance with the merger or similar transaction. Issuers
C. Self-Regulatory Organization’s provisions of 5 U.S.C. 552, will be wishing to rely upon the exemption are
Statement on Comments on the available for Web site viewing and required to furnish specified
Proposed Rule Change Received From printing in the Commission’s Public information to the Commission at least
Members, Participants, or Others Reference Room, 100 F Street NE., 10 days prior to the offering. The
Washington, DC 20549, on official information is needed to provide notice
The Exchange neither solicited nor business days between the hours of
received comments on the proposed that the issuer is relying on the
10:00 a.m. and 3:00 p.m. Copies of the exemption. Public companies are the
rule change. filing also will be available for likely respondents. All information
III. Date of Effectiveness of the inspection and copying at the principal provided to the Commission is available
Proposed Rule Change and Timing for office of the Exchange. All comments to the public for review upon request.
Commission Action received will be posted without change. Approximately 10 respondents file the
Persons submitting comments are information required by Rule 236 at an
Within 45 days of the date of
cautioned that we do not redact or edit estimated 1.5 hours per response for a
publication of this notice in the Federal
personal identifying information from total annual reporting burden of 15
Register or within such longer period
comment submissions. You should hours (1.5 hours per response × 10
up to 90 days (i) as the Commission may
submit only information that you wish responses).
designate if it finds such longer period
to make available publicly. All An agency may not conduct or
to be appropriate and publishes its
submissions should refer to File sponsor, and a person is not required to
reasons for so finding or (ii) as to which
Number SR–CBOE–2017–072, and respond to, a collection of information
the Exchange consents, the Commission
should be submitted on or before unless it displays a currently valid
will:
December 12, 2017. control number.
A. By order approve or disapprove
such proposed rule change, or For the Commission, by the Division of The public may view the background
B. institute proceedings to determine Trading and Markets, pursuant to delegated documentation for this information
authority.17 collection at the following Web site,
whether the proposed rule change
should be disapproved. Eduardo A. Aleman, www.reginfo.gov. Comments should be
Assistant Secretary. directed to: (i) Desk Officer for the
IV. Solicitation of Comments [FR Doc. 2017–25465 Filed 11–24–17; 8:45 am] Securities and Exchange Commission,
Interested persons are invited to BILLING CODE 8011–01–P Office of Information and Regulatory
submit written data, views, and Affairs, Office of Management and
arguments concerning the foregoing, Budget, Room 10102, New Executive
including whether the proposed rule SECURITIES AND EXCHANGE Office Building, Washington, DC 20503,
change is consistent with the Act. COMMISSION or by sending an email to: Shagufta_
Comments may be submitted by any of [SEC File No. 270–118, OMB Control No. Ahmed@omb.eop.gov; and (ii) Pamela
the following methods: 3235–0095] Dyson, Director/Chief Information
Officer, Securities and Exchange
Electronic Comments
Submission for OMB Review; Commission, c/o Remi Pavlik-Simon,
• Use the Commission’s Internet Comment Request 100 F Street NE., Washington, DC 20549
asabaliauskas on DSKBBXCHB2PROD with NOTICES
comment form (http://www.sec.gov/ or send an email to: PRA_Mailbox@
rules/sro.shtml); or Upon Written Request Copies Available
sec.gov. Comments must be submitted to
• Send an email to rule-comments@ From: Securities and Exchange
OMB within 30 days of this notice.
sec.gov. Please include File Number SR– Commission, Office of FOIA Services,
100 F Street NE., Washington, DC Dated: November 20, 2017.
CBOE–2017–072 on the subject line.
20549–2736 Eduardo A. Aleman,
Paper Comments Extension: Assistant Secretary.
• Send paper comments in triplicate [FR Doc. 2017–25464 Filed 11–24–17; 8:45 am]
to Secretary, Securities and Exchange 17 17 CFR 200.30–3(a)(12). BILLING CODE 8011–01–P
VerDate Sep<11>2014 16:59 Nov 24, 2017 Jkt 244001 PO 00000 Frm 00104 Fmt 4703 Sfmt 9990 E:\FR\FM\27NON1.SGM 27NON1](https://thefederalregister.org/doc/82_FR_56311/page/4.svg)
Document Created: 2017-11-25 01:08:39
Document Modified: 2017-11-25 01:08:39
| 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 | 82 FR 56085 |
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