83_FR_56139 83 FR 55922 - Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Section 805(c)(5) of the Guide to Change the Threshold for Qualifying as a Smaller Reporting Company To Qualify for Certain Exemptions From the Compensation Committee Requirements

83 FR 55922 - Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Section 805(c)(5) of the Guide to Change the Threshold for Qualifying as a Smaller Reporting Company To Qualify for Certain Exemptions From the Compensation Committee Requirements

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 217 (November 8, 2018)

Page Range55922-55924
FR Document2018-24399

Federal Register, Volume 83 Issue 217 (Thursday, November 8, 2018)
[Federal Register Volume 83, Number 217 (Thursday, November 8, 2018)]
[Notices]
[Pages 55922-55924]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-24399]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84527; File No. SR-NYSEAMER-2018-47]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend 
Section 805(c)(5) of the Guide to Change the Threshold for Qualifying 
as a Smaller Reporting Company To Qualify for Certain Exemptions From 
the Compensation Committee Requirements

November 2, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on October 23, 2018, NYSE American LLC (``NYSE American'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Section 805(c)(5) of the NYSE 
American Company Guide (the ``Company Guide'') to change the threshold 
for listed companies to benefit from the exemptions from the Exchange's 
compensation committee requirements applicable to smaller reporting 
companies so that all companies that qualify for smaller reporting 
company status under the revised SEC definition will qualify for those 
exemptions. The proposed rule change is available on the Exchange's 
website at www.nyse.com, at the principal office of the Exchange, and 
at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
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 those 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 parts 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 SEC recently adopted \4\ amendments to the definition of 
``smaller reporting company'' set forth in Item 10(f)(1) of Regulation 
S-K \5\, Rule 12b-2 under the Act \6\ and Rule 405 under the Securities 
Act of 1933.\7\ The amendments raise the smaller reporting company cap 
from less than $75 million in public float to less than $250 million 
and also include as smaller reporting companies issuers with less than 
$100 million in annual revenues if they also have either no public 
float or a public float that is less than $700 million. The amendments 
became effective on September 10, 2018. The Exchange estimates that a 
consequence of the SEC rule changes is that a significantly larger 
number of its listed companies will qualify for smaller reporting 
company status than was previously the case.
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    \4\ Release Nos. 33-10513 and 34-83550 (June 28, 2018); 83 FR 
31992 (July 10, 2018).
    \5\ 17 CFR 229.10(F)(1).
    \6\ 17 CFR 240.12b-2.
    \7\ 17 CFR 230.405.
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    Section 805(c)(1) of the Company Guide requires a heightened 
standard of independence for compensation committee members.\8\ Section 
805(c)(4) requires the compensation committee to undertake an 
independence analysis when hiring a compensation consultant. Section 
801(h) of the Company Guide provides that smaller reporting companies 
are exempt from these heightened independence requirements. Section 
805(c)(5) of the Company Guide includes a provision describing the 
period within which a company must comply with Sections 805(c)(1) and 
805(c)(4) after it ceases to be smaller reporting company.\9\ This 
provision

[[Page 55923]]

currently states explicitly that a smaller reporting company must have 
less than $75 million in public float. In light of the recent changes 
to the SEC's rules with respect to smaller reporting companies, the 
Exchange proposes to delete this reference to the $75 million public 
float cap and revise the provision to state simply that a smaller 
reporting company that fails to meet the requirements for smaller 
reporting company status as of the Smaller Reporting Company 
Determination Date will cease to be a smaller reporting company as of 
the beginning of the following fiscal year. The effect of this 
amendment will be to change the threshold for listed companies to be 
eligible to benefit from the exemptions from the compensation committee 
independence requirements applicable to smaller reporting companies so 
that all companies that qualify for smaller reporting company status 
under the revised SEC definition will qualify for those exemptions.
---------------------------------------------------------------------------

    \8\ In addition to the director independence requirements of 
Section 803A, the board must affirmatively determine that all of the 
members of the Compensation Committee or, in the case of a company 
that does not have a Compensation Committee, all of the independent 
directors, are independent under Section 805(c)(1). In affirmatively 
determining the independence of any director who will serve on the 
Compensation Committee, the Board must consider all factors 
specifically relevant to determining whether a director has a 
relationship to the listed company which is material to that 
director's ability to be independent from management in connection 
with the duties of a Compensation Committee member, including, but 
not limited to: (A) The source of compensation of such director, 
including any consulting, advisory or other compensatory fee paid by 
the listed company to such director; and (B) whether such director 
is affiliated with the listed company, a subsidiary of the listed 
company or an affiliate of a subsidiary of the listed company.
    \9\ Under the applicable SEC rules, a company tests its status 
as a smaller reporting company on an annual basis at the end of its 
most recently completed second fiscal quarter (the ``Smaller 
Reporting Company Determination Date''). A smaller reporting company 
ceases to be a smaller reporting company as of the beginning of the 
fiscal year following the Smaller Reporting Company Determination 
Date. The compensation committee of a company that has ceased to be 
a smaller reporting company is required to comply with Section 
805(c)(4)) as of six months from the date it ceases to be a smaller 
reporting company and must have:
     One member of its compensation committee that meets the 
independence standard of Section 805(c)(1) within six months of that 
date;
     a majority of directors on its compensation committee 
meeting those requirements within nine months of that date; and
     a compensation committee comprised solely of members 
that meet those requirements within twelve months of that date.
    Any such company that does not have a compensation committee 
must comply with this transition requirement with respect to all of 
its independent directors as a group.
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    The Exchange also proposes to delete from Section 805(c)(5) text 
referencing the transition period for companies to comply with the 
enhanced compensation committee provisions at the time of their 
original adoption, as the transition period ended on October 31, 2014 
and the text is therefore no longer relevant.\10\
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    \10\ The Exchange also proposes to remove a typographical error 
from Section 805(c)(5).
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\11\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act \12\ in particular, in that it 
is designed 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 
and is not designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    As noted above, the effect of the proposed change to the definition 
in Section 805(c)(5) of the definition of a smaller reporting company 
is to change the threshold for listed companies to benefit from the 
exemptions from the compensation committee independence requirements 
applicable to smaller reporting companies so that all companies that 
qualify for smaller reporting company status under the revised SEC 
definition will qualify for those exemptions. Listed smaller reporting 
companies must comply with all other applicable Exchange corporate 
governance requirements, including all other applicable compensation 
committee requirements. The Commission has already determined through 
its own rulemaking that the revised thresholds for smaller reporting 
company status proposed in this rule proposal are consistent with the 
goal of the Act to further the protection of investors and the public 
interest \13\ and the Exchange believes that its own proposal is 
consistent with Section 6(b)(5) of the Act for the same reasons.
---------------------------------------------------------------------------

    \13\ See footnote 4, supra.
---------------------------------------------------------------------------

    The deletion from Section 805(c)(5) of the text referencing the 
transition period for companies to comply with the enhanced 
compensation committee provisions at the time of their original 
adoption is consistent with Section 6(b)(5), as the transition period 
ended on October 31, 2014 and the text is therefore no longer relevant.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The proposed change to the 
definition of smaller reporting company in Section 805(c)(5) will not 
impose any burden competition as its sole purpose is to change the 
threshold for listed companies to benefit from the exemptions from the 
Exchange's compensation committee independence requirements applicable 
to smaller reporting companies so that all companies that qualify for 
smaller reporting company status under the revised SEC definition will 
qualify for those exemptions. The deletion from Section 805(c)(5) of 
the text referencing the transition period for companies to comply with 
the enhanced compensation committee provisions at the time of their 
original adoption will not impose any burden on competition, as the 
transition period ended on October 31, 2014 and the text is therefore 
no longer relevant.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \14\ and Rule 19b-4(f)(6) thereunder.\15\ 
Because the proposed rule change does not: (i) Significantly affect the 
protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \15\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) \16\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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 Comments

     Use 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-NYSEAMER-2018-47 on the subject line.

[[Page 55924]]

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-NYSEAMER-2018-47. 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 website (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 website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of such filing also will be available for inspection 
and copying at the principal 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-NYSEAMER-2018-47, and should be 
submitted on or before November 29, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\17\
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    \17\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-24399 Filed 11-7-18; 8:45 am]
 BILLING CODE 8011-01-P



                                               55922                      Federal Register / Vol. 83, No. 217 / Thursday, November 8, 2018 / Notices

                                               with respect to the proposed rule                       with the Securities and Exchange                      companies issuers with less than $100
                                               change that are filed with the                          Commission (‘‘Commission’’) the                       million in annual revenues if they also
                                               Commission, and all written                             proposed rule change as described in                  have either no public float or a public
                                               communications relating to the                          Items I, II, and III below, which Items               float that is less than $700 million. The
                                               proposed rule change between the                        have been prepared by the Exchange.                   amendments became effective on
                                               Commission and any person, other than                   The Commission is publishing this                     September 10, 2018. The Exchange
                                               those that may be withheld from the                     notice to solicit comments on the                     estimates that a consequence of the SEC
                                               public in accordance with the                           proposed rule change from interested                  rule changes is that a significantly larger
                                               provisions of 5 U.S.C. 552, will be                     persons.                                              number of its listed companies will
                                               available for website viewing and                                                                             qualify for smaller reporting company
                                                                                                       I. Self-Regulatory Organization’s
                                               printing in the Commission’s Public                                                                           status than was previously the case.
                                                                                                       Statement of the Terms of Substance of                   Section 805(c)(1) of the Company
                                               Reference Room, 100 F Street NE,
                                                                                                       the Proposed Rule Change                              Guide requires a heightened standard of
                                               Washington, DC 20549, on official
                                               business days between the hours of                         The Exchange proposes to amend                     independence for compensation
                                               10:00 a.m. and 3:00 p.m. Copies of such                 Section 805(c)(5) of the NYSE American                committee members.8 Section 805(c)(4)
                                               filing also will be available for                       Company Guide (the ‘‘Company Guide’’)                 requires the compensation committee to
                                               inspection and copying at the principal                 to change the threshold for listed                    undertake an independence analysis
                                               office of OCC and on OCC’s website at                   companies to benefit from the                         when hiring a compensation consultant.
                                               https://www.theocc.com/about/                           exemptions from the Exchange’s                        Section 801(h) of the Company Guide
                                               publications/bylaws.jsp.                                compensation committee requirements                   provides that smaller reporting
                                                  All comments received will be posted                 applicable to smaller reporting                       companies are exempt from these
                                               without change. Persons submitting                      companies so that all companies that                  heightened independence requirements.
                                               comments are cautioned that we do not                   qualify for smaller reporting company                 Section 805(c)(5) of the Company Guide
                                               redact or edit personal identifying                     status under the revised SEC definition               includes a provision describing the
                                               information from comment submissions.                   will qualify for those exemptions. The                period within which a company must
                                               You should submit only information                      proposed rule change is available on the              comply with Sections 805(c)(1) and
                                               that you wish to make available                         Exchange’s website at www.nyse.com, at                805(c)(4) after it ceases to be smaller
                                               publicly.                                               the principal office of the Exchange, and             reporting company.9 This provision
                                                  All submissions should refer to File                 at the Commission’s Public Reference
                                               Number SR–OCC–2018–014 and should                       Room.                                                    8 In addition to the director independence

                                               be submitted on or before November 29,                                                                        requirements of Section 803A, the board must
                                                                                                       II. Self-Regulatory Organization’s                    affirmatively determine that all of the members of
                                               2018.                                                                                                         the Compensation Committee or, in the case of a
                                                                                                       Statement of the Purpose of, and
                                                 For the Commission, by the Division of                                                                      company that does not have a Compensation
                                                                                                       Statutory Basis for, the Proposed Rule                Committee, all of the independent directors, are
                                               Trading and Markets, pursuant to delegated              Change                                                independent under Section 805(c)(1). In
                                               authority.36
                                                                                                          In its filing with the Commission, the             affirmatively determining the independence of any
                                               Eduardo A. Aleman,                                                                                            director who will serve on the Compensation
                                               Assistant Secretary.                                    self-regulatory organization included                 Committee, the Board must consider all factors
                                                                                                       statements concerning the purpose of,                 specifically relevant to determining whether a
                                               [FR Doc. 2018–24400 Filed 11–7–18; 8:45 am]                                                                   director has a relationship to the listed company
                                                                                                       and basis for, the proposed rule change
                                               BILLING CODE 8011–01–P                                                                                        which is material to that director’s ability to be
                                                                                                       and discussed any comments it received                independent from management in connection with
                                                                                                       on the proposed rule change. The text                 the duties of a Compensation Committee member,
                                               SECURITIES AND EXCHANGE                                 of those statements may be examined at                including, but not limited to: (A) The source of
                                                                                                       the places specified in Item IV below.                compensation of such director, including any
                                               COMMISSION                                                                                                    consulting, advisory or other compensatory fee paid
                                                                                                       The Exchange has prepared summaries,                  by the listed company to such director; and (B)
                                               [Release No. 34–84527; File No. SR–                     set forth in sections A, B, and C below,              whether such director is affiliated with the listed
                                               NYSEAMER–2018–47]                                       of the most significant parts of such                 company, a subsidiary of the listed company or an
                                                                                                       statements.                                           affiliate of a subsidiary of the listed company.
                                               Self-Regulatory Organizations; NYSE                                                                              9 Under the applicable SEC rules, a company tests

                                               American LLC; Notice of Filing and                      A. Self-Regulatory Organization’s                     its status as a smaller reporting company on an
                                               Immediate Effectiveness of Proposed                     Statement of the Purpose of, and the                  annual basis at the end of its most recently
                                                                                                                                                             completed second fiscal quarter (the ‘‘Smaller
                                               Rule Change To Amend Section                            Statutory Basis for, the Proposed Rule                Reporting Company Determination Date’’). A
                                               805(c)(5) of the Guide to Change the                    Change                                                smaller reporting company ceases to be a smaller
                                               Threshold for Qualifying as a Smaller                                                                         reporting company as of the beginning of the fiscal
                                                                                                       1. Purpose                                            year following the Smaller Reporting Company
                                               Reporting Company To Qualify for
                                                                                                          The SEC recently adopted 4                         Determination Date. The compensation committee
                                               Certain Exemptions From the                                                                                   of a company that has ceased to be a smaller
                                               Compensation Committee                                  amendments to the definition of                       reporting company is required to comply with
                                               Requirements                                            ‘‘smaller reporting company’’ set forth               Section 805(c)(4)) as of six months from the date it
                                                                                                       in Item 10(f)(1) of Regulation S–K 5,                 ceases to be a smaller reporting company and must
                                               November 2, 2018.                                                                                             have:
                                                                                                       Rule 12b–2 under the Act 6 and Rule 405
                                                  Pursuant to Section 19(b)(1) 1 of the                                                                         • One member of its compensation committee
                                                                                                       under the Securities Act of 1933.7 The                that meets the independence standard of Section
                                               Securities Exchange Act of 1934                         amendments raise the smaller reporting                805(c)(1) within six months of that date;
                                               (‘‘Act’’) 2 and Rule 19b–4 thereunder,3                 company cap from less than $75 million                   • a majority of directors on its compensation
                                               notice is hereby given that on October
daltland on DSKBBV9HB2PROD with NOTICES




                                                                                                       in public float to less than $250 million             committee meeting those requirements within nine
                                               23, 2018, NYSE American LLC (‘‘NYSE                                                                           months of that date; and
                                                                                                       and also include as smaller reporting
                                               American’’ or the ‘‘Exchange’’) filed                                                                            • a compensation committee comprised solely of
                                                                                                                                                             members that meet those requirements within
                                                                                                         4 Release Nos. 33–10513 and 34–83550 (June 28,
                                                                                                                                                             twelve months of that date.
                                                 36 17 CFR 200.30–3(a)(12).                            2018); 83 FR 31992 (July 10, 2018).                      Any such company that does not have a
                                                 1 15 U.S.C. 78s(b)(1).                                  5 17 CFR 229.10(F)(1).
                                                                                                                                                             compensation committee must comply with this
                                                 2 15 U.S.C. 78a.                                        6 17 CFR 240.12b–2.
                                                                                                                                                             transition requirement with respect to all of its
                                                 3 17 CFR 240.19b–4.                                     7 17 CFR 230.405.                                   independent directors as a group.



                                          VerDate Sep<11>2014   16:51 Nov 07, 2018   Jkt 247001   PO 00000   Frm 00072   Fmt 4703   Sfmt 4703   E:\FR\FM\08NON1.SGM   08NON1


                                                                          Federal Register / Vol. 83, No. 217 / Thursday, November 8, 2018 / Notices                                                55923

                                               currently states explicitly that a smaller              reporting companies so that all                          C. Self-Regulatory Organization’s
                                               reporting company must have less than                   companies that qualify for smaller                       Statement on Comments on the
                                               $75 million in public float. In light of                reporting company status under the                       Proposed Rule Change Received From
                                               the recent changes to the SEC’s rules                   revised SEC definition will qualify for                  Members, Participants, or Others
                                               with respect to smaller reporting                       those exemptions. Listed smaller
                                               companies, the Exchange proposes to                     reporting companies must comply with                       No written comments were solicited
                                               delete this reference to the $75 million                                                                         or received with respect to the proposed
                                                                                                       all other applicable Exchange corporate
                                               public float cap and revise the provision                                                                        rule change.
                                                                                                       governance requirements, including all
                                               to state simply that a smaller reporting                other applicable compensation                            III. Date of Effectiveness of the
                                               company that fails to meet the                          committee requirements. The                              Proposed Rule Change and Timing for
                                               requirements for smaller reporting                      Commission has already determined                        Commission Action
                                               company status as of the Smaller                        through its own rulemaking that the
                                               Reporting Company Determination Date                                                                                The Exchange has filed the proposed
                                                                                                       revised thresholds for smaller reporting
                                               will cease to be a smaller reporting                                                                             rule change pursuant to Section
                                                                                                       company status proposed in this rule
                                               company as of the beginning of the                                                                               19(b)(3)(A)(iii) of the Act 14 and Rule
                                               following fiscal year. The effect of this               proposal are consistent with the goal of
                                                                                                                                                                19b–4(f)(6) thereunder.15 Because the
                                               amendment will be to change the                         the Act to further the protection of
                                                                                                                                                                proposed rule change does not: (i)
                                               threshold for listed companies to be                    investors and the public interest 13 and                 Significantly affect the protection of
                                               eligible to benefit from the exemptions                 the Exchange believes that its own                       investors or the public interest; (ii)
                                               from the compensation committee                         proposal is consistent with Section                      impose any significant burden on
                                               independence requirements applicable                    6(b)(5) of the Act for the same reasons.                 competition; and (iii) become operative
                                               to smaller reporting companies so that                     The deletion from Section 805(c)(5) of                prior to 30 days from the date on which
                                               all companies that qualify for smaller                  the text referencing the transition period               it was filed, or such shorter time as the
                                               reporting company status under the                      for companies to comply with the                         Commission may designate, if
                                               revised SEC definition will qualify for                 enhanced compensation committee                          consistent with the protection of
                                               those exemptions.                                       provisions at the time of their original                 investors and the public interest, the
                                                  The Exchange also proposes to delete                 adoption is consistent with Section                      proposed rule change has become
                                               from Section 805(c)(5) text referencing                 6(b)(5), as the transition period ended                  effective pursuant to Section 19(b)(3)(A)
                                               the transition period for companies to                  on October 31, 2014 and the text is                      of the Act and Rule 19b–4(f)(6)(iii)
                                               comply with the enhanced                                                                                         thereunder.
                                                                                                       therefore no longer relevant.
                                               compensation committee provisions at
                                                                                                                                                                   At any time within 60 days of the
                                               the time of their original adoption, as                 B. Self-Regulatory Organization’s                        filing of such proposed rule change, the
                                               the transition period ended on October                  Statement on Burden on Competition                       Commission summarily may
                                               31, 2014 and the text is therefore no
                                                                                                         The Exchange does not believe that                     temporarily suspend such rule change if
                                               longer relevant.10
                                                                                                       the proposed rule change will impose                     it appears to the Commission that such
                                               2. Statutory Basis                                      any burden on competition that is not                    action is necessary or appropriate in the
                                                  The Exchange believes that the                                                                                public interest, for the protection of
                                                                                                       necessary or appropriate in furtherance
                                               proposed rule change is consistent with                                                                          investors, or otherwise in furtherance of
                                                                                                       of the purposes of the Act. The
                                               Section 6(b) of the Act,11 in general, and                                                                       the purposes of the Act. If the
                                                                                                       proposed change to the definition of                     Commission takes such action, the
                                               furthers the objectives of Section 6(b)(5)              smaller reporting company in Section
                                               of the Act 12 in particular, in that it is                                                                       Commission shall institute proceedings
                                                                                                       805(c)(5) will not impose any burden                     under Section 19(b)(2)(B) 16 of the Act to
                                               designed to promote just and equitable                  competition as its sole purpose is to
                                               principles of trade, to foster cooperation                                                                       determine whether the proposed rule
                                                                                                       change the threshold for listed                          change should be approved or
                                               and coordination with persons engaged                   companies to benefit from the
                                               in regulating, clearing, settling,                                                                               disapproved.
                                                                                                       exemptions from the Exchange’s
                                               processing information with respect to,                                                                          IV. Solicitation of Comments
                                                                                                       compensation committee independence
                                               and facilitating transactions in
                                                                                                       requirements applicable to smaller                         Interested persons are invited to
                                               securities, to remove impediments to
                                               and perfect the mechanism of a free and                 reporting companies so that all                          submit written data, views, and
                                               open market and a national market                       companies that qualify for smaller                       arguments concerning the foregoing,
                                               system, and, in general, to protect                     reporting company status under the                       including whether the proposed rule
                                               investors and the public interest and is                revised SEC definition will qualify for                  change is consistent with the Act.
                                               not designed to permit unfair                           those exemptions. The deletion from                      Comments may be submitted by any of
                                               discrimination between customers,                       Section 805(c)(5) of the text referencing                the following methods:
                                               issuers, brokers, or dealers.                           the transition period for companies to
                                                  As noted above, the effect of the                    comply with the enhanced                                 Electronic Comments
                                               proposed change to the definition in                    compensation committee provisions at                        • Use the Commission’s internet
                                               Section 805(c)(5) of the definition of a                the time of their original adoption will                 comment form (http://www.sec.gov/
                                               smaller reporting company is to change                  not impose any burden on competition,                    rules/sro.shtml); or
                                               the threshold for listed companies to                   as the transition period ended on
                                               benefit from the exemptions from the                                                                                • Send an email to rule-comments@
daltland on DSKBBV9HB2PROD with NOTICES




                                                                                                       October 31, 2014 and the text is
                                               compensation committee independence                                                                              sec.gov. Please include File Number SR–
                                                                                                       therefore no longer relevant.
                                               requirements applicable to smaller                                                                               NYSEAMER–2018–47 on the subject
                                                                                                                                                                line.
                                                 10 The Exchange also proposes to remove a

                                               typographical error from Section 805(c)(5).                                                                        14 15 U.S.C. 78s(b)(3)(A)(iii).
                                                 11 15 U.S.C. 78f(b).                                                                                             15 17 CFR 240.19b–4(f)(6).
                                                 12 15 U.S.C. 78f(b)(5).                                 13 See   footnote 4, supra.                              16 15 U.S.C. 78s(b)(2)(B).




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                                               55924                        Federal Register / Vol. 83, No. 217 / Thursday, November 8, 2018 / Notices

                                               Paper Comments                                            ACTION:   Amendment 7.                                   Economic Injury (EIDL) Loan
                                                  • Send paper comments in triplicate                                                                          Application Deadline Date: 07/31/2019.
                                                                                                         SUMMARY:    This is an amendment of the               ADDRESSES: Submit completed loan
                                               to Secretary, Securities and Exchange                     Presidential declaration of a major
                                               Commission, 100 F Street NE,                                                                                    applications to: U.S. Small Business
                                                                                                         disaster for the State of North Carolina              Administration, Processing and
                                               Washington, DC 20549–1090.                                (FEMA–4393–DR), dated 09/14/2018.
                                               All submissions should refer to File                                                                            Disbursement Center, 14925 Kingsport
                                                                                                            Incident: Hurricane Florence.
                                               Number SR–NYSEAMER–2018–47. This                                                                                Road, Fort Worth, TX 76155.
                                                                                                            Incident Period: 09/07/2018 through
                                               file number should be included on the                     09/29/2018.                                           FOR FURTHER INFORMATION CONTACT: A.
                                               subject line if email is used. To help the                                                                      Escobar, Office of Disaster Assistance,
                                                                                                         DATES: Issued on 10/31/2018.
                                               Commission process and review your                                                                              U.S. Small Business Administration,
                                                                                                            Physical Loan Application Deadline
                                               comments more efficiently, please use                                                                           409 3rd Street SW, Suite 6050,
                                                                                                         Date: 12/13/2018.
                                               only one method. The Commission will                                                                            Washington, DC 20416, (202) 205–6734.
                                                                                                            Economic Injury (EIDL) Loan
                                               post all comments on the Commission’s                     Application Deadline Date: 06/14/2019.                SUPPLEMENTARY INFORMATION: Notice is
                                               internet website (http://www.sec.gov/                                                                           hereby given that as a result of the
                                                                                                         ADDRESSES: Submit completed loan
                                               rules/sro.shtml). Copies of the                                                                                 President’s major disaster declaration on
                                                                                                         applications to: U.S. Small Business
                                               submission, all subsequent                                                                                      10/31/2018, Private Non-Profit
                                                                                                         Administration, Processing and
                                               amendments, all written statements                                                                              organizations that provide essential
                                                                                                         Disbursement Center, 14925 Kingsport
                                               with respect to the proposed rule                                                                               services of a governmental nature may
                                                                                                         Road, Fort Worth, TX 76155.
                                               change that are filed with the                                                                                  file disaster loan applications at the
                                               Commission, and all written                               FOR FURTHER INFORMATION CONTACT: A.                   address listed above or other locally
                                               communications relating to the                            Escobar, Office of Disaster Assistance,               announced locations.
                                               proposed rule change between the                          U.S. Small Business Administration,                      The following areas have been
                                               Commission and any person, other than                     409 3rd Street SW, Suite 6050,                        determined to be adversely affected by
                                               those that may be withheld from the                       Washington, DC 20416, (202) 205–6734.                 the disaster:
                                               public in accordance with the                             SUPPLEMENTARY INFORMATION: The notice                 Primary Areas: Saipan, Tinian
                                               provisions of 5 U.S.C. 552, will be                       of the President’s major disaster                        The Interest Rates are:
                                               available for website viewing and                         declaration for the State of North
                                               printing in the Commission’s Public                       Carolina, dated 09/14/2018, is hereby                                                                   Percent
                                               Reference Room, 100 F Street NE,                          amended to extend the deadline for
                                               Washington, DC 20549 on official                          filing applications for physical damages              For Physical Damage:
                                               business days between the hours of                        as a result of this disaster to 12/13/2018.             Non-Profit Organizations With
                                               10:00 a.m. and 3:00 p.m. Copies of such                      All other information in the original                  Credit Available Elsewhere ...                  2.500
                                                                                                         declaration remains unchanged.                          Non-Profit Organizations With-
                                               filing also will be available for                                                                                   out Credit Available Else-
                                               inspection and copying at the principal                   (Catalog of Federal Domestic Assistance                   where .....................................     2.500
                                               office of the Exchange. All comments                      Number 59008)                                         For Economic Injury:
                                               received will be posted without change.                   James Rivera,                                           Non-Profit Organizations With-
                                               Persons submitting comments are                           Associate Administrator for Disaster
                                                                                                                                                                   out Credit Available Else-
                                               cautioned that we do not redact or edit                   Assistance.
                                                                                                                                                                   where .....................................     2.500
                                               personal identifying information from                     [FR Doc. 2018–24437 Filed 11–7–18; 8:45 am]
                                               comment submissions. You should                                                                                   The number assigned to this disaster
                                                                                                         BILLING CODE 8025–01–P                                for physical damage is 157868 and for
                                               submit only information that you wish
                                               to make available publicly. All                                                                                 economic injury is 157870.
                                               submissions should refer to File                          SMALL BUSINESS ADMINISTRATION                         (Catalog of Federal Domestic Assistance
                                               Number SR–NYSEAMER–2018–47, and                                                                                 Number 59008)
                                               should be submitted on or before                          [Disaster Declaration #15786 and #15787;
                                                                                                         NORTHERN MARIANA ISLANDS Disaster                     James Rivera,
                                               November 29, 2018.
                                                                                                         Number MP–00010]                                      Associate Administrator for Disaster
                                                 For the Commission, by the Division of                                                                        Assistance.
                                               Trading and Markets, pursuant to delegated                Presidential Declaration of a Major                   [FR Doc. 2018–24422 Filed 11–7–18; 8:45 am]
                                               authority.17                                              Disaster for Public Assistance Only for               BILLING CODE 8025–01–P
                                               Eduardo A. Aleman,                                        the Commonwealth of the Northern
                                               Assistant Secretary.                                      Mariana Islands
                                               [FR Doc. 2018–24399 Filed 11–7–18; 8:45 am]                                                                     SMALL BUSINESS ADMINISTRATION
                                               BILLING CODE 8011–01–P
                                                                                                         AGENCY: U.S. Small Business
                                                                                                         Administration.                                       [Disaster Declaration #15782 and #15783;
                                                                                                         ACTION: Notice.                                       NORTHERN MARIANA ISLANDS Disaster
                                                                                                                                                               Number MP–00009]
                                               SMALL BUSINESS ADMINISTRATION                             SUMMARY:   This is a Notice of the
                                               [Disaster Declaration #15696 and #15697;                  Presidential declaration of a major                   Presidential Declaration Amendment of
                                               NORTH CAROLINA Disaster Number NC–                        disaster for Public Assistance Only for               a Major Disaster for the
                                               00099]                                                    the Commonwealth of the Northern                      Commonwealth of Northern Mariana
                                                                                                         Mariana Islands (FEMA–4404–DR),                       Islands
daltland on DSKBBV9HB2PROD with NOTICES




                                               Presidential Declaration Amendment of                     dated 10/31/2018.
                                               a Major Disaster for the State of North                                                                         AGENCY: U.S. Small Business
                                                                                                           Incident: Super Typhoon Yutu.                       Administration.
                                               Carolina                                                    Incident Period: 10/24/2018 through
                                                                                                                                                               ACTION: Amendment 1.
                                               AGENCY:U.S. Small Business                                10/26/2018.
                                               Administration.                                           DATES: Issued on 10/31/2018.                          SUMMARY:   This is an amendment of the
                                                                                                           Physical Loan Application Deadline                  Presidential declaration of a major
                                                 17 17   CFR 200.30–3(a)(12).                            Date: 12/31/2018.                                     disaster for the Commonwealth of the


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Document Created: 2018-11-08 06:23:26
Document Modified: 2018-11-08 06:23:26
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 Citation83 FR 55922 

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