82_FR_60893 82 FR 60649 - Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Cboe BZX Exchange, Inc.; Cboe EDGA Exchange, Inc.; Cboe EDGX Exchange, Inc.; Order Granting Accelerated Approval of a Proposed Rule Change Relating to Its Director Nomination and Committee Appointment Process and Its Nominating and Governance Committee

82 FR 60649 - Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Cboe BZX Exchange, Inc.; Cboe EDGA Exchange, Inc.; Cboe EDGX Exchange, Inc.; Order Granting Accelerated Approval 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 244 (December 21, 2017)

Page Range60649-60651
FR Document2017-27466

Federal Register, Volume 82 Issue 244 (Thursday, December 21, 2017)
[Federal Register Volume 82, Number 244 (Thursday, December 21, 2017)]
[Notices]
[Pages 60649-60651]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-27466]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82337; File No. SR-CboeBYX-2017-001; SR-CboeBZX-2017-
001; SR-CboeEDGA-2017-001; SR-CboeEDGX-2017-001]


Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Cboe BZX 
Exchange, Inc.; Cboe EDGA Exchange, Inc.; Cboe EDGX Exchange, Inc.; 
Order Granting Accelerated Approval of a Proposed Rule Change Relating 
to Its Director Nomination and Committee Appointment Process and Its 
Nominating and Governance Committee

December 15, 2017.

I. Introduction

    On November 14, 2017, each of Cboe BYX Exchange, Inc. (``Cboe 
BYX''), Cboe BZX Exchange, Inc. (``Cboe BZX''), Cboe EDGA Exchange, 
Inc. (``Cboe EDGA''), Cboe EDGX Exchange, Inc. (``Cboe EDGX'') (each an 
``Exchange'' and collectively, ``Exchanges'') filed with the Securities 
and Exchange Commission (``Commission''), pursuant to Section 19(b)(1) 
of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change to eliminate its Nominating and 
Governance Committee (``N&G Committee'') and amend the process by which 
(i) directors are elected, (ii) committee appointments are made, and 
(iii) vacancies are filled.\3\ The proposed rule changes were published 
for comment in the Federal Register on November 27, 2017.\4\ The 
Commission received no comments on the proposals. This order approves 
the proposed rule changes on an accelerated basis.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In addition, the Exchanges propose to make several 
formatting changes throughout the Bylaws as well as to change their 
names in the title and signature lines in their Certificates of 
Incorporation (``Certificates'') to reflect recent changes to their 
legal names.
    \4\ See Securities Exchange Act Release Nos. 82122 (November 20, 
2017), 82 FR 53076 (November 27, 2017) (SR-CboeBYX-2017-001) 
(``CboeBYX Notice''); 82123 (November 20, 2017), 82 FR 56065 
(November 27, 2017) (SR-CboeBZX-2017-001) (``CboeBZX Notice''); 
82125 (November 20, 2017), 82 FR 56079 (November 27, 2017) (SR-
CboeEDGA-2017-001) (``CboeEDGA Notice''); 82126 (November 20, 2017), 
82 FR 56072 (SR-CboeEDGX-2017-001) (``CboeEDGX Notice'') 
(collectively, the ``Notices'').
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II. Description of the Proposal

    First, the Exchanges propose to eliminate their N&G Committees and 
provide that the sole stockholder of the Exchanges (Cboe Global 
Markets, Inc.) shall nominate and elect directors at the annual 
meetings of the sole stockholder,

[[Page 60650]]

except with respect to fair-representation directors (``Representative 
Directors'').\5\ As a consequence of the elimination of the N&G 
Committee, the Exchanges propose conforming changes to reallocate its 
responsibility. Specifically, the Exchanges propose to amend the 
definition of ``Representative Director Nominating Body'' to provide 
that if an Exchange's Board of Directors (``Board'') has two or more 
Industry Directors, excluding directors that are Exchange employees, 
those Industry Directors shall act as the Representative Director 
Nominating Body. If there are fewer 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 Exchanges further propose 
to amend their Bylaws and Certificates 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, the Exchanges each propose to amend Section 3.1 of their Bylaws 
to provide that the Board is responsible for determining whether a 
director candidate satisfies the applicable qualifications for election 
as a director.
---------------------------------------------------------------------------

    \5\ See id. at 56077; 56065; 56080; and 56072, respectively.
---------------------------------------------------------------------------

    Second, the Exchanges propose to transfer the N&G Committee's 
current authority with respect to committee appointments to their 
Boards (or appropriate subcommittee of the Board).\6\ Specifically, the 
Exchanges propose to amend Section 4.2 and 6.1 of their Bylaws to state 
that members of the Executive Committee and Advisory Board will now be 
appointed by the Board. The Exchanges also propose to amend Section 4.4 
of their Bylaws to state that members of the Regulatory Oversight 
Committee (``ROC'') will be appointed by the Board on the 
recommendation of the Non-Industry Directors of the Board.
---------------------------------------------------------------------------

    \6\ See id. at 56077; 56066; 56080; and 56073, respectively.
---------------------------------------------------------------------------

    Third, the Exchanges propose to amend their Bylaws to alter the 
process for filling director vacancies.\7\ Specifically, the Exchanges 
propose to amend Section 3.4 of their Bylaws to provide that in the 
event any Industry or Non-Industry Director fails to maintain the 
required qualifications and the director's term is accordingly 
terminated, the sole stockholder, instead of the Board, shall be able 
to fill the vacancy.\8\ The Exchanges also propose to amend Section 3.5 
of their Bylaws to provide the sole stockholder with authority to fill 
vacancies so long as the elected Director qualifies for the position. 
Additionally, with respect to vacancies among the Representative 
Directors, the Representative Director Nominating Body will recommend 
an individual, or provide a list of recommended individuals, to the 
sole stockholder who shall select and fill the position.
---------------------------------------------------------------------------

    \7\ See id. at 56077; 56066; 56080-81 and 56073, respectively.
    \8\ Amended Section 3.4 would also provide that if such 
terminated director requalified, the sole stockholder would have 
discretion to reappoint such director, including by increasing the 
size of the Board, should that be necessary.
---------------------------------------------------------------------------

    Finally, the Exchanges propose to change their names in the title 
and signature lines in their Certificates to reflect recent changes to 
their legal names.\9\
---------------------------------------------------------------------------

    \9\ Other technical formatting changes occur throughout the 
Bylaws as a result of the Exchanges proposed changes. See Notices, 
supra note 4 at 56077; 56066; 56081 and 56073, respectively.
---------------------------------------------------------------------------

III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
changes are consistent with the requirements of Section 6 of the Act 
\10\ and the rules and regulations thereunder applicable to a national 
securities exchange.\11\ In particular, the Commission finds that the 
proposed rule changes are consistent with Sections 6(b)(1) the Act,\12\ 
which require a national securities exchange to be so organized and 
have the capacity to be able to carry out the purposes of the Act, and 
to comply and to enforce compliance by its members and persons 
associated with its members with the provisions of the Act, the rules 
and regulations thereunder, and the rules of the Exchange. The 
Commission also finds that the proposed rule changes are consistent 
with Section 6(b)(3) of the Act,\13\ which requires that the rules of a 
national securities exchange assure the fair representation of its 
members in the selection of its directors and administration of its 
affairs, and provide that one or more directors shall be representative 
of issuers and investors and not be associated with a member of the 
exchange, broker, or dealer.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f(b).
    \11\ In approving these proposed rule changes, the Commission 
has considered the proposed rules' impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
    \12\ 15 U.S.C. 78f(b)(1).
    \13\ 15 U.S.C. 78f(b)(3).
---------------------------------------------------------------------------

    The Commission believes that the Exchanges' proposals to eliminate 
their N&G Committees and reassign the N&G Committees' responsibilities 
are consistent with the Act. In particular, with respect to vesting the 
authority to nominate and elect directors in the sole stockholder, the 
Exchanges cite to the rules of another Exchange that 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.\14\ Importantly, the Commission 
notes that the proposed rule changes do not substantively impact the 
provisions concerning the nomination and selection of fair 
representation directors that currently apply to the Exchanges. The 
sole stockholder will continue to be bound to nominate and elect the 
Representative Director nominees recommended by the Representative 
Director Nominating Body and there are no other changes to the process 
for the nomination and selection of Representative Directors. 
Accordingly, the Commission believes that members of the Exchanges 
should continue to have a voice in the governance of the Exchanges 
through Board representation and thus will have a voice in the 
Exchanges' exercise of their self-regulatory authority. The Exchanges 
represent that they are not proposing to amend any of the compositional 
requirements currently set forth in the Bylaws and that such existing 
compositional requirements must continue to be satisfied, including the 
provision relating to the fair representation of members.\15\
---------------------------------------------------------------------------

    \14\ See Section 3.02(f) of the Amended and Restated NYSE Arca, 
Inc. Bylaws. See also Notices, supra note 4 at 56078; 56066-67; 
56081; and 56074, respectively.
    \15\ See Notices, supra note 4 at 56078; 56067; 56081 and 56074, 
respectively.
---------------------------------------------------------------------------

    In addition, with respect to providing the Board, as opposed to the 
N&G Committee, with the authority to recommend and approve members of 
the Executive Committee, Advisory Board, and ROC, the Commission notes 
that other exchanges provide that their Boards, without input from a 
nominating committee, may appoint members to committees.\16\ While the 
internal Exchange delegations of the authority relating to the (i) 
nomination and election of directors, (ii) nominating body for 
Representative Directors, (iii)

[[Page 60651]]

filling of director vacancies and (iv) appointment of committees are 
being amended, the Exchanges represent that the substantive 
requirements of the Exchanges applicable to those items will remain the 
same.\17\
---------------------------------------------------------------------------

    \16\ 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.
    \17\ See Notices, supra note 4 at 56078; 56067; 56081 and 56074, 
respectively.
---------------------------------------------------------------------------

    Finally, the Commission believes that the proposals to update the 
exchanges' names in their Certificates are consistent with the Act as 
they may also serve to reduce potential confusion by ensuring the 
Exchanges' corporate documents reflect their recent name changes.

IV. Accelerated Approval of the Proposal

    The Commission finds good cause, pursuant to Section 19(b)(2) of 
the Act,\18\ for approving the proposed rule changes, prior to the 30th 
day after publication of the Notices in the Federal Register.\19\ The 
Commission believes that the proposed rule changes do not raise novel 
regulatory issues and are substantively similar to the existing rules 
of other national securities exchanges.\20\ In particular, the 
Commission notes that the proposed rule changes do not substantively 
impact the provisions concerning the nomination and selection of fair 
representation directors that currently apply to the Exchanges. Members 
of the Exchanges should continue to have an opportunity to participate 
in the selection of Board representation and have input into the 
Exchanges' exercise of self-regulatory authority. In addition, the 
Commission did not receive any comment on the proposed changes. 
Accordingly, the Commission finds that good cause exists to approve the 
proposed rule changes on an accelerated basis.
---------------------------------------------------------------------------

    \18\ 15 U.S.C. 78s(b)(2).
    \19\ As noted above, the Notices were published for comment in 
the Federal Register on November 27, 2017 and the comment period 
closed on December 12, 2017. Accordingly, the 30th day after 
publication of the Notices is December 27, 2017.
    \20\ See notes 15 and 17, supra.
---------------------------------------------------------------------------

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the Act 
\21\ that the proposed rule changes (SR-CboeBYX-2017-001; SR-CboeBZX-
2017-001; SR-CboeEDGA-2017-001; SR-CboeEDGX-2017-001), be, and hereby 
are, approved on an accelerated basis.
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    \21\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\22\
Robert W. Errett,
Deputy Secretary.
---------------------------------------------------------------------------

    \22\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2017-27466 Filed 12-20-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                                         Federal Register / Vol. 82, No. 244 / Thursday, December 21, 2017 / Notices                                                      60649

                                               19(b)(3)(A) of the Act 14 and Rule 19b–                 All submissions should refer to File                   SECURITIES AND EXCHANGE
                                               4(f)(6) thereunder.15                                   Number SR–NYSEAMER–2017–37. This                       COMMISSION
                                                  A proposed rule change filed under                   file number should be included on the
                                                                                                                                                              [Release No. 34–82337; File No. SR–
                                               Rule 19b–4(f)(6) normally does not                      subject line if email is used. To help the             CboeBYX–2017–001; SR–CboeBZX–2017–
                                               become operative prior to 30 days after                 Commission process and review your                     001; SR–CboeEDGA–2017–001; SR–
                                               the date of the filing. However, pursuant               comments more efficiently, please use                  CboeEDGX–2017–001]
                                               to Rule 19b–4(f)(6)(iii), the Commission                only one method. The Commission will
                                               may designate a shorter time if such                    post all comments on the Commission’s                  Self-Regulatory Organizations; Cboe
                                               action is consistent with the protection                internet website (http://www.sec.gov/                  BYX Exchange, Inc.; Cboe BZX
                                               of investors and the public interest. The               rules/sro.shtml). Copies of the                        Exchange, Inc.; Cboe EDGA Exchange,
                                               Exchange has asked the Commission to                                                                           Inc.; Cboe EDGX Exchange, Inc.; Order
                                                                                                       submission, all subsequent
                                               waive the 30-day operative delay so that                                                                       Granting Accelerated Approval of a
                                                                                                       amendments, all written statements
                                               the proposal may become operative                                                                              Proposed Rule Change Relating to Its
                                                                                                       with respect to the proposed rule
                                               immediately upon filing. As noted                                                                              Director Nomination and Committee
                                               above, the proposed amendments to                       change that are filed with the
                                                                                                                                                              Appointment Process and Its
                                               NYSE American Rule 8.700E relating to                   Commission, and all written
                                                                                                                                                              Nominating and Governance
                                               Managed Trust Securities are                            communications relating to the                         Committee
                                               substantially identical to amendments                   proposed rule change between the
                                               to NYSE Arca Rule 8.700E previously                     Commission and any person, other than                  December 15, 2017.
                                               approved by the Commission. The                         those that may be withheld from the                    I. Introduction
                                               proposal raises no new or novel issues.                 public in accordance with the
                                                                                                       provisions of 5 U.S.C. 552, will be                       On November 14, 2017, each of Cboe
                                               Therefore, the Commission designates
                                                                                                       available for website viewing and                      BYX Exchange, Inc. (‘‘Cboe BYX’’), Cboe
                                               the proposed rule change to be operative
                                                                                                       printing in the Commission’s Public                    BZX Exchange, Inc. (‘‘Cboe BZX’’), Cboe
                                               upon filing.16
                                                  At any time within 60 days of the                    Reference Room, 100 F Street NE,                       EDGA Exchange, Inc. (‘‘Cboe EDGA’’),
                                               filing of the proposed rule change, the                                                                        Cboe EDGX Exchange, Inc. (‘‘Cboe
                                                                                                       Washington, DC 20549 on official
                                               Commission summarily may                                                                                       EDGX’’) (each an ‘‘Exchange’’ and
                                                                                                       business days between the hours of
                                               temporarily suspend such rule change if                                                                        collectively, ‘‘Exchanges’’) filed with the
                                                                                                       10:00 a.m. and 3:00 p.m. Copies of the                 Securities and Exchange Commission
                                               it appears to the Commission that such                  filing also will be available for
                                               action is necessary or appropriate in the                                                                      (‘‘Commission’’), pursuant to Section
                                                                                                       inspection and copying at the principal                19(b)(1) of the Securities Exchange Act
                                               public interest, for the protection of                  office of the Exchange. All comments
                                               investors, or otherwise in furtherance of                                                                      of 1934 (‘‘Act’’) 1 and Rule 19b–4
                                                                                                       received will be posted without change.                thereunder,2 a proposed rule change to
                                               the purposes of the Act.                                Persons submitting comments are                        eliminate its Nominating and
                                               IV. Solicitation of Comments                            cautioned that we do not redact or edit                Governance Committee (‘‘N&G
                                                 Interested persons are invited to                     personal identifying information from                  Committee’’) and amend the process by
                                               submit written data, views, and                         comment submissions. You should                        which (i) directors are elected, (ii)
                                               arguments concerning the foregoing,                     submit only information that you wish                  committee appointments are made, and
                                               including whether the proposed rule                     to make available publicly. All                        (iii) vacancies are filled.3 The proposed
                                               change is consistent with the Act.                      submissions should refer to File                       rule changes were published for
                                               Comments may be submitted by any of                     Number SR–NYSEAMER–2017–37 and                         comment in the Federal Register on
                                               the following methods:                                  should be submitted on or before                       November 27, 2017.4 The Commission
                                                                                                       January 11, 2018.                                      received no comments on the proposals.
                                               Electronic Comments                                                                                            This order approves the proposed rule
                                                                                                         For the Commission, by the Division of
                                                  • Use the Commission’s internet                      Trading and Markets, pursuant to delegated
                                                                                                                                                              changes on an accelerated basis.
                                               comment form (http://www.sec.gov/                       authority.17                                           II. Description of the Proposal
                                               rules/sro.shtml); or
                                                                                                       Robert W. Errett,
                                                  • Send an email to rule-comments@                                                                              First, the Exchanges propose to
                                               sec.gov. Please include File Number                     Deputy Secretary.                                      eliminate their N&G Committees and
                                               SR–NYSEAMER–2017–37 on the subject                      [FR Doc. 2017–27467 Filed 12–20–17; 8:45 am]           provide that the sole stockholder of the
                                               line.                                                   BILLING CODE 8011–01–P                                 Exchanges (Cboe Global Markets, Inc.)
                                                                                                                                                              shall nominate and elect directors at the
                                               Paper Comments                                                                                                 annual meetings of the sole stockholder,
                                                 • Send paper comments in triplicate
                                                                                                                                                                1 15  U.S.C. 78s(b)(1).
                                               to Secretary, Securities and Exchange
                                                                                                                                                                2 17  CFR 240.19b–4.
                                               Commission, 100 F Street NE,
                                                                                                                                                                 3 In addition, the Exchanges propose to make
                                               Washington, DC 20549–1090.                                                                                     several formatting changes throughout the Bylaws
                                                                                                                                                              as well as to change their names in the title and
                                                 14 15  U.S.C. 78s(b)(3)(A).                                                                                  signature lines in their Certificates of Incorporation
                                                 15 17  CFR 240.19b–4(f)(6). As required under Rule                                                           (‘‘Certificates’’) to reflect recent changes to their
                                               19b–4(f)(6)(iii), the Exchange provided the                                                                    legal names.
                                               Commission with written notice of its intent to file                                                              4 See Securities Exchange Act Release Nos. 82122
daltland on DSKBBV9HB2PROD with NOTICES




                                               the proposed rule change, along with a brief                                                                   (November 20, 2017), 82 FR 53076 (November 27,
                                               description and the text of the proposed rule                                                                  2017) (SR–CboeBYX–2017–001) (‘‘CboeBYX
                                               change, at least five business days prior to the date                                                          Notice’’); 82123 (November 20, 2017), 82 FR 56065
                                               of filing of the proposed rule change, or such                                                                 (November 27, 2017) (SR–CboeBZX–2017–001)
                                               shorter time as designated by the Commission.                                                                  (‘‘CboeBZX Notice’’); 82125 (November 20, 2017),
                                                 16 For purposes only of waiving the 30-day                                                                   82 FR 56079 (November 27, 2017) (SR–CboeEDGA–
                                               operative delay, the Commission has considered the                                                             2017–001) (‘‘CboeEDGA Notice’’); 82126 (November
                                               proposed rule’s impact on efficiency, competition,                                                             20, 2017), 82 FR 56072 (SR–CboeEDGX–2017–001)
                                               and capital formation. See 15 U.S.C. 78c(f).              17 17   CFR 200.30–3(a)(12).                         (‘‘CboeEDGX Notice’’) (collectively, the ‘‘Notices’’).



                                          VerDate Sep<11>2014   20:57 Dec 20, 2017   Jkt 244001   PO 00000   Frm 00072    Fmt 4703   Sfmt 4703   E:\FR\FM\21DEN1.SGM   21DEN1


                                               60650                     Federal Register / Vol. 82, No. 244 / Thursday, December 21, 2017 / Notices

                                               except with respect to fair-                            maintain the required qualifications and              and not be associated with a member of
                                               representation directors                                the director’s term is accordingly                    the exchange, broker, or dealer.
                                               (‘‘Representative Directors’’).5 As a                   terminated, the sole stockholder, instead               The Commission believes that the
                                               consequence of the elimination of the                   of the Board, shall be able to fill the               Exchanges’ proposals to eliminate their
                                               N&G Committee, the Exchanges propose                    vacancy.8 The Exchanges also propose                  N&G Committees and reassign the N&G
                                               conforming changes to reallocate its                    to amend Section 3.5 of their Bylaws to               Committees’ responsibilities are
                                               responsibility. Specifically, the                       provide the sole stockholder with                     consistent with the Act. In particular,
                                               Exchanges propose to amend the                          authority to fill vacancies so long as the            with respect to vesting the authority to
                                               definition of ‘‘Representative Director                 elected Director qualifies for the                    nominate and elect directors in the sole
                                               Nominating Body’’ to provide that if an                 position. Additionally, with respect to               stockholder, the Exchanges cite to the
                                               Exchange’s Board of Directors (‘‘Board’’)               vacancies among the Representative                    rules of another Exchange that similarly
                                               has two or more Industry Directors,                     Directors, the Representative Director                does not maintain an exchange-level
                                               excluding directors that are Exchange                   Nominating Body will recommend an                     nominating committee and instead
                                               employees, those Industry Directors                     individual, or provide a list of                      provides that the sole stockholder of the
                                               shall act as the Representative Director                                                                      Exchange nominates and elects their
                                                                                                       recommended individuals, to the sole
                                               Nominating Body. If there are fewer                                                                           non-fair representation directors.14
                                                                                                       stockholder who shall select and fill the
                                               than two Industry Directors on the                                                                            Importantly, the Commission notes that
                                                                                                       position.
                                               Board (excluding directors that are                                                                           the proposed rule changes do not
                                               employees of the Exchange), then the                      Finally, the Exchanges propose to                   substantively impact the provisions
                                               Exchange Member Subcommittee of the                     change their names in the title and                   concerning the nomination and
                                               Advisory Board shall act as the                         signature lines in their Certificates to              selection of fair representation directors
                                               Representative Director Nominating                      reflect recent changes to their legal                 that currently apply to the Exchanges.
                                               Body. The Exchanges further propose to                  names.9                                               The sole stockholder will continue to be
                                               amend their Bylaws and Certificates to                                                                        bound to nominate and elect the
                                               provide that the sole stockholder is                    III. Discussion and Commission
                                                                                                       Findings                                              Representative Director nominees
                                               bound to nominate and elect the                                                                               recommended by the Representative
                                               Representative Directors nominees                          After careful review, the Commission               Director Nominating Body and there are
                                               recommended by the Representative                       finds that the proposed rule changes are              no other changes to the process for the
                                               Director Nominating Body or, in the                     consistent with the requirements of                   nomination and selection of
                                               event of a petition candidate, the                      Section 6 of the Act 10 and the rules and             Representative Directors. Accordingly,
                                               Representative Director nominees who                                                                          the Commission believes that members
                                                                                                       regulations thereunder applicable to a
                                               receive the most votes pursuant to a                                                                          of the Exchanges should continue to
                                                                                                       national securities exchange.11 In
                                               Run-off Election. Lastly, the Exchanges                                                                       have a voice in the governance of the
                                                                                                       particular, the Commission finds that
                                               each propose to amend Section 3.1 of                                                                          Exchanges through Board representation
                                               their Bylaws to provide that the Board                  the proposed rule changes are consistent
                                                                                                       with Sections 6(b)(1) the Act,12 which                and thus will have a voice in the
                                               is responsible for determining whether                                                                        Exchanges’ exercise of their self-
                                               a director candidate satisfies the                      require a national securities exchange to
                                                                                                       be so organized and have the capacity                 regulatory authority. The Exchanges
                                               applicable qualifications for election as                                                                     represent that they are not proposing to
                                               a director.                                             to be able to carry out the purposes of
                                                                                                       the Act, and to comply and to enforce                 amend any of the compositional
                                                  Second, the Exchanges propose to                                                                           requirements currently set forth in the
                                               transfer the N&G Committee’s current                    compliance by its members and persons
                                                                                                       associated with its members with the                  Bylaws and that such existing
                                               authority with respect to committee                                                                           compositional requirements must
                                               appointments to their Boards (or                        provisions of the Act, the rules and
                                                                                                                                                             continue to be satisfied, including the
                                               appropriate subcommittee of the                         regulations thereunder, and the rules of
                                                                                                                                                             provision relating to the fair
                                               Board).6 Specifically, the Exchanges                    the Exchange. The Commission also
                                                                                                                                                             representation of members.15
                                               propose to amend Section 4.2 and 6.1 of                 finds that the proposed rule changes are                In addition, with respect to providing
                                               their Bylaws to state that members of                   consistent with Section 6(b)(3) of the                the Board, as opposed to the N&G
                                               the Executive Committee and Advisory                    Act,13 which requires that the rules of               Committee, with the authority to
                                               Board will now be appointed by the                      a national securities exchange assure the             recommend and approve members of
                                               Board. The Exchanges also propose to                    fair representation of its members in the             the Executive Committee, Advisory
                                               amend Section 4.4 of their Bylaws to                    selection of its directors and                        Board, and ROC, the Commission notes
                                               state that members of the Regulatory                    administration of its affairs, and provide            that other exchanges provide that their
                                               Oversight Committee (‘‘ROC’’) will be                   that one or more directors shall be                   Boards, without input from a
                                               appointed by the Board on the                           representative of issuers and investors               nominating committee, may appoint
                                               recommendation of the Non-Industry
                                                                                                                                                             members to committees.16 While the
                                               Directors of the Board.                                    8 Amended Section 3.4 would also provide that
                                                  Third, the Exchanges propose to                                                                            internal Exchange delegations of the
                                                                                                       if such terminated director requalified, the sole
                                               amend their Bylaws to alter the process                 stockholder would have discretion to reappoint
                                                                                                                                                             authority relating to the (i) nomination
                                               for filling director vacancies.7                        such director, including by increasing the size of    and election of directors, (ii) nominating
                                               Specifically, the Exchanges propose to                  the Board, should that be necessary.                  body for Representative Directors, (iii)
                                                                                                          9 Other technical formatting changes occur
                                               amend Section 3.4 of their Bylaws to                    throughout the Bylaws as a result of the Exchanges      14 See Section 3.02(f) of the Amended and
                                               provide that in the event any Industry                  proposed changes. See Notices, supra note 4 at
daltland on DSKBBV9HB2PROD with NOTICES




                                                                                                                                                             Restated NYSE Arca, Inc. Bylaws. See also Notices,
                                               or Non-Industry Director fails to                       56077; 56066; 56081 and 56073, respectively.          supra note 4 at 56078; 56066–67; 56081; and 56074,
                                                                                                          10 15 U.S.C. 78f(b).
                                                                                                                                                             respectively.
                                                 5 See id. at 56077; 56065; 56080; and 56072,             11 In approving these proposed rule changes, the     15 See Notices, supra note 4 at 56078; 56067;

                                               respectively.                                           Commission has considered the proposed rules’         56081 and 56074, respectively.
                                                 6 See id. at 56077; 56066; 56080; and 56073,          impact on efficiency, competition, and capital          16 See e.g., Eleventh Amended and Restated

                                               respectively.                                           formation. See 15 U.S.C. 78c(f).                      Operating Agreement of New York Stock Exchange,
                                                                                                          12 15 U.S.C. 78f(b)(1).
                                                 7 See id. at 56077; 56066; 56080–81 and 56073,                                                              LLC, Section 2.03(h) and By-Laws of Nasdaq Phlx
                                               respectively.                                              13 15 U.S.C. 78f(b)(3).                            LLC, Section 5–3.



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                                                                         Federal Register / Vol. 82, No. 244 / Thursday, December 21, 2017 / Notices                                                    60651

                                               filling of director vacancies and (iv)                    For the Commission, by the Division of                II. Description of the Amended
                                               appointment of committees are being                     Trading and Markets, pursuant to delegated              Proposal
                                               amended, the Exchanges represent that                   authority.22
                                                                                                                                                                  The Exchange proposes to permit the
                                               the substantive requirements of the                     Robert W. Errett,
                                                                                                                                                               listing and trading, on a pilot basis, of
                                               Exchanges applicable to those items will                Deputy Secretary.                                       p.m.-settled options on broad-based
                                               remain the same.17                                      [FR Doc. 2017–27466 Filed 12–20–17; 8:45 am]            indexes with nonstandard expiration
                                                  Finally, the Commission believes that                BILLING CODE 8011–01–P                                  dates for a period of twelve months (the
                                               the proposals to update the exchanges’                                                                          ‘‘Nonstandard Expirations Pilot
                                               names in their Certificates are consistent                                                                      Program’’ or ‘‘Pilot Program’’) from the
                                                                                                       SECURITIES AND EXCHANGE                                 date of approval of this proposed rule
                                               with the Act as they may also serve to                  COMMISSION
                                               reduce potential confusion by ensuring                                                                          change. The Pilot Program would permit
                                                                                                                                                               both Weekly Expirations and EOM
                                               the Exchanges’ corporate documents
                                                                                                       [Release No. 34–82341; File No. SR–Phlx–                expirations similar to those of the a.m.-
                                               reflect their recent name changes.                      2017–79]                                                settled broad-based index options,
                                               IV. Accelerated Approval of the                                                                                 except that the exercise settlement value
                                                                                                       Self-Regulatory Organizations; Nasdaq                   will be based on the index value derived
                                               Proposal
                                                                                                       PHLX LLC; Notice of Filing of                           from the closing prices of component
                                                 The Commission finds good cause,                      Amendment No. 2, Order Approving a                      stocks. The proposal is substantially
                                               pursuant to Section 19(b)(2) of the                     Proposed Rule Change, as Modified by                    similar to Chicago Board Options
                                               Act,18 for approving the proposed rule                  Amendment No. 1 and Granting                            Exchange (‘‘CBOE’’) Rule 24.9(e),
                                               changes, prior to the 30th day after                    Accelerated Approval of Amendment                       Nonstandard Expirations Pilot
                                               publication of the Notices in the Federal               No. 2, of a Proposed Rule Change To                     Program.5
                                               Register.19 The Commission believes                     Establish a Nonstandard Expirations
                                                                                                       Pilot Program                                           A. Weekly Expirations
                                               that the proposed rule changes do not
                                                                                                                                                                  The Exchange proposes to add new
                                               raise novel regulatory issues and are                   December 15, 2017.
                                                                                                                                                               subsection (b)(vii)(1), Weekly
                                               substantively similar to the existing
                                                                                                       I. Introduction                                         Expirations, to Rule 1101A, Terms of
                                               rules of other national securities                                                                              Options Contracts. Under the proposed
                                               exchanges.20 In particular, the                            On October 12, 2017, Nasdaq PHLX                     new rule the Exchange would be
                                               Commission notes that the proposed                      LLC (‘‘Phlx’’ or ‘‘Exchange’’) filed with               permitted to open for trading Weekly
                                               rule changes do not substantively                       the Securities and Exchange                             Expirations on any broad-based index
                                               impact the provisions concerning the                    Commission (‘‘Commission’’ or ‘‘SEC’’),                 eligible for standard options trading to
                                               nomination and selection of fair                        pursuant to Section 19(b)(1) of the                     expire on any Monday, Wednesday, or
                                               representation directors that currently                 Securities Exchange Act of 1934                         Friday (other than the third Friday-of-
                                               apply to the Exchanges. Members of the                  (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a               the-month or days that coincide with an
                                               Exchanges should continue to have an                    proposed rule change to establish a                     EOM expiration). Weekly Expirations
                                               opportunity to participate in the                       Nonstandard Expirations Pilot Program.                  would be subject to all provisions of
                                               selection of Board representation and                   On October 26, 2017, the Exchange filed                 Rule 1101A and would be treated the
                                               have input into the Exchanges’ exercise                 Amendment No.1 to the proposal to                       same as options on the same underlying
                                               of self-regulatory authority. In addition,              amend and replace the original filing in                index that expire on the third Friday of
                                               the Commission did not receive any                      its entirety. The proposed rule change                  the expiration month. Unlike the
                                                                                                       was published for comment in the                        standard monthly options, however,
                                               comment on the proposed changes.
                                                                                                       Federal Register on November 2, 2017.3                  Weekly Expirations would be p.m.-
                                               Accordingly, the Commission finds that
                                                                                                       On December 6, 2017, the Exchange                       settled. New series in Weekly
                                               good cause exists to approve the                        filed a partial amendment to the
                                               proposed rule changes on an accelerated                                                                         Expirations could be added up to and
                                                                                                       proposed rule change (‘‘Amendment No.                   including on the expiration date for an
                                               basis.                                                  2’’).4 The Commission received no                       expiring Weekly Expiration.
                                               V. Conclusion                                           comments on the proposed rule change.                      The maximum number of expirations
                                                                                                          This order provides notice of filing of              that could be listed for each Weekly
                                                 It is therefore ordered, pursuant to                  Amendment No. 2, approves the                           Expiration (i.e., a Monday expiration,
                                               Section 19(b)(2) of the Act 21 that the                 proposal, as modified by Amendment                      Wednesday expiration, or Friday
                                               proposed rule changes (SR–CboeBYX–                      No. 1, and approves Amendment No. 2                     expiration, as applicable) in a given
                                               2017–001; SR–CboeBZX–2017–001; SR–                      on an accelerated basis, for a pilot                    class would be the same as the
                                               CboeEDGA–2017–001; SR–CboeEDGX–                         period of twelve months.                                maximum number of expirations
                                               2017–001), be, and hereby are, approved                                                                         permitted for standard options on the
                                               on an accelerated basis.                                  22 17  CFR 200.30–3(a)(12).                           same broad-based index. Weekly
                                                                                                         1 15  U.S.C. 78s(b)(1).                               Expirations would not need to be for
                                                                                                          2 17 CFR 240.19b–4.                                  consecutive Monday, Wednesday, or
                                                                                                          3 See Securities Exchange Act Release No. 81975

                                                                                                       (Oct. 27, 2017), 82 FR 50921.                             5 See Securities Exchange Act Release Nos. 78531
                                                 17 See Notices, supra note 4 at 56078; 56067;            4 In Amendment No. 2, the Exchange proposes to
                                                                                                                                                               (August 10, 2016), 81 FR 54643 (August 16, 2016)
                                               56081 and 56074, respectively.                          provide to the Commission, to the extent that data      (SR–CBOE–2016–046) (Order approving expansion
daltland on DSKBBV9HB2PROD with NOTICES




                                                 18 15 U.S.C. 78s(b)(2).
                                                                                                       on other weekly or monthly p.m.-settled products        of CBOE’s Nonstandard Expirations Pilot Program
                                                 19 As noted above, the Notices were published for     from other exchanges is publicly available, a time      to include Monday Expirations); 76909 (January 14,
                                               comment in the Federal Register on November 27,         series analysis of open interest in weekly expiration   2016), 81 FR 3512 (January 21, 2016) (SR–CBOE–
                                               2017 and the comment period closed on December          (‘‘Weekly Expiration’’) and end of month (‘‘EOM’’)      2015–106) (Order approving expansion of CBOE’s
                                                                                                       series compared to open interest in weekly or           Nonstandard Expirations Pilot Program to include
                                               12, 2017. Accordingly, the 30th day after
                                                                                                       monthly p.m.-settled products of other exchanges in     Wednesday Expirations); 62911 (September 14,
                                               publication of the Notices is December 27, 2017.
                                                                                                       order to determine whether users are shifting           2010), 75 FR 57539 (September 21, 2010) (SR–
                                                 20 See notes 15 and 17, supra.
                                                                                                       positions from other weekly or monthly p.m.-settled     CBOE–2009–075) (Order approving CBOE’s
                                                 21 15 U.S.C. 78s(b)(2).                               products to the Weekly Expiration and EOM series.       Nonstandard Expirations Pilot Program).



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Document Created: 2018-10-25 11:01:15
Document Modified: 2018-10-25 11:01:15
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation82 FR 60649 

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