83_FR_60772 83 FR 60545 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Nasdaq Rule 5615(b)(4) To Change the Threshold for Qualifying as a Smaller Reporting Company To Qualify for Certain Exemptions From the Compensation Committee Requirements

83 FR 60545 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Nasdaq Rule 5615(b)(4) 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 227 (November 26, 2018)

Page Range60545-60547
FR Document2018-25731

Federal Register, Volume 83 Issue 227 (Monday, November 26, 2018)
[Federal Register Volume 83, Number 227 (Monday, November 26, 2018)]
[Notices]
[Pages 60545-60547]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-25731]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84629; File No. SR-NASDAQ-2018-095]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change to 
Nasdaq Rule 5615(b)(4) To Change the Threshold for Qualifying as a 
Smaller Reporting Company To Qualify for Certain Exemptions From the 
Compensation Committee Requirements

November 20, 2018.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on November 14, 2018, The Nasdaq Stock Market LLC (``Nasdaq'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I and II below, which Items have been prepared by the Exchange. 
The Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Nasdaq Rule 5615(b)(4) to change the 
threshold for listed companies that are eligible 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 the Exchange's exemptions.
    The text of the proposed rule change is available on the Exchange's 
website at http://nasdaq.cchwallstreet.com, at the principal office of 
the Exchange, and at the Commission's Public Reference Room.

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

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

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

1. Purpose
    The purpose of the proposed rule change is to amend Rule 5615(b)(4) 
to change the threshold for listed companies that are eligible 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 the Exchange's exemptions.
    The SEC recently adopted \3\ amendments to the definition of 
``smaller reporting company'' set forth in Item 10(f)(1) of Regulation 
S-K,\4\ Rule 12b-2 under the Act \5\ and Rule 405 under the Securities 
Act of 1933.\6\ 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. As a result of the SEC rule 
changes, an expanded number of registrants, and hence, of listed 
companies, will qualify for smaller reporting company status than was 
previously the case.\7\
---------------------------------------------------------------------------

    \3\ See Release Nos. 33-10513 and 34-83550 (June 28, 2018); 83 
FR 31992 (July 10, 2018) (the ``Adopting Release'').
    \4\ 17 CFR 229.10(f)(1).
    \5\ 17 CFR 240.12b-2.
    \6\ 17 CFR 230.405.
    \7\ See the Adopting Release.
---------------------------------------------------------------------------

    Smaller reporting companies are entitled to avail themselves of 
certain exemptions from Nasdaq's compensation committee 
requirements.\8\

[[Page 60546]]

Rule 5615(b)(4) includes a provision describing the period within which 
a company must comply with all applicable compensation committee 
requirements after it ceases to be a smaller reporting company.\9\ This 
provision 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 last business day of its 
second fiscal quarter (the Determination Date) will cease to be a 
smaller reporting company as of the beginning of the following fiscal 
year. The effect of the proposed rule change is to change the threshold 
for listed companies that are eligible 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 the Exchange's exemptions.
---------------------------------------------------------------------------

    \8\ Specifically, pursuant to Rule 5605(d)(5), a listed company 
that satisfies the definition of smaller reporting company is not 
required to comply with: (i) The additional requirements with 
respect to the independence of compensation committee members set 
forth in Rule 5605(d)(2)(A); (ii) the requirements with respect to 
the specific compensation committee responsibilities and authority 
set forth in Rule 5605(d)(3) and the requirement to include such 
responsibilities and authority in its compensation committee charter 
as set forth in Rule 5605(d)(1)(D); or (iii) the requirement with 
respect to the compensation committee's responsibility to review and 
reassess the adequacy of its compensation committee charter on an 
annual basis. A listed smaller reporting company must comply with 
all other applicable Exchange corporate governance requirements, 
including all other applicable compensation committee requirements, 
unless it qualifies for another exemption from those requirements.
    \9\ Under the SEC rules set forth above with respect to smaller 
reporting companies, 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 (``Determination Date''). A smaller 
reporting company ceases to be a smaller reporting company as of the 
beginning of the fiscal year following the Determination Date 
(``Start Date''). By six months from the Start Date, a company must 
comply with Rule 5605(d)(3) and certify to Nasdaq that: (i) It has 
complied with the requirement in Rule 5605(d)(1) to adopt a formal 
written compensation committee charter including the content 
specified in Rule 5605(d)(1)(A)- (D); and (ii) it has complied, or 
within the applicable phase-in schedule will comply, with the 
additional requirements in Rule 5605(d)(2)(A) regarding compensation 
committee composition. A company shall be permitted to phase in its 
compliance with the additional compensation committee eligibility 
requirements of Rule 5605(d)(2)(A) relating to compensatory fees and 
affiliation as follows: (i) One member must satisfy the requirements 
by six months from the Start Date; (ii) a majority of members must 
satisfy the requirements by nine months from the Start Date; and 
(iii) all members must satisfy the requirements by one year from the 
Start Date.
---------------------------------------------------------------------------

2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
Section 6(b) of the Act,\10\ in general, and furthers the objectives of 
Section 6(b)(5) of the Act,\11\ in particular, in that it is designed 
to prevent fraudulent and manipulative acts and practices, to promote 
just and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in regulating, clearing, settling, 
processing information with respect to, and facilitating transactions 
in securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in general, to 
protect investors and the public interest.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    As noted above, the effect of the proposed rule change is to change 
the threshold for listed companies that are eligible 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 the Exchange's exemptions. A listed smaller 
reporting company must comply with all other applicable Exchange 
corporate governance requirements, including all other applicable 
compensation committee requirements, unless it qualifies for some other 
exemption from those 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 \12\ and the Exchange believes that 
its own proposal is consistent with Section 6(b)(5) of the Act for the 
same reasons. The Exchange also believes that the proposed rule change 
fosters cooperation and coordination with persons engaged in 
regulating, clearing, settling, processing information with respect to, 
and facilitating transactions in securities because it conforms Rule 
5615(b)(4) to a rule change made by the Commission.
---------------------------------------------------------------------------

    \12\ See supra note 3.
---------------------------------------------------------------------------

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

    Nasdaq does not believe that the proposed rule change will impose 
any burden on competition not necessary or appropriate in furtherance 
of the purposes of the Act. The proposed rule change will not impose 
any burden on competition as its sole purpose is to change the 
threshold for listed companies that are eligible 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 the Exchange's exemptions.

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

    No written comments were either solicited or received.

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) of the Act \13\ and Rule 19b-4(f)(6) thereunder.\14\ 
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 for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate, it has become effective pursuant to Section 
19(b)(3)(A) of the Act and Rule 19b-4(f)(6)(iii) thereunder. \15\
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \14\ 17 CFR 240.19b-4(f)(6).
    \15\ In addition, Rule 19b-4(f)(6)(iii) requires a self-
regulatory organization to give the Commission written notice of its 
intent to file the proposed rule change at least five business days 
prior to the date of filing of the proposed rule change, or such 
shorter time as designated by the Commission. The Exchange has 
satisfied this requirement.
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6)\16\ normally 
does not become operative for 30 days after the date of the filing. 
However, pursuant to Rule 19b-4(f)(6)(iii),\17\ the Commission may 
designate a shorter time if such action is consistent with the 
protection of investors and the public interest. In its filing with the 
Commission, Nasdaq has asked the Commission to waive the 30-day 
operative delay to make Nasdaq Rule 5615(b)(4) consistent with the 
Commission's revised definition of smaller reporting company that 
became effective on September 10, 2018. As such, the Commission 
believes that waiver of the 30-day operative delay is consistent with 
the protection of investors and the public interest and designates the 
proposed rule change operative upon filing.\18\
---------------------------------------------------------------------------

    \16\ 17 CFR 240.19b-4(f)(6).
    \17\ 17 CFR 240.19b-4(f)(6)(iii).
    \18\ For purposes only of waiving the operative delay, the 
Commission has considered the proposed rule's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    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

[[Page 60547]]

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) \19\ of the Act to determine whether the proposed rule 
change should be approved or disapproved.
---------------------------------------------------------------------------

    \19\ 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-NASDAQ-2018-095 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASDAQ-2018-095. 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-NASDAQ-2018-095, and should be submitted 
on or before December 17, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
---------------------------------------------------------------------------

    \20\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-25731 Filed 11-23-18; 8:45 am]
 BILLING CODE 8011-01-P



                                Federal Register / Vol. 83, No. 227 / Monday, November 26, 2018 / Notices                                                     60545

     Paper Comments                                          SECURITIES AND EXCHANGE                                 forth in sections A, B, and C below, of
                                                             COMMISSION                                              the most significant aspects of such
       • Send paper comments in triplicate                                                                           statements.
     to Secretary, Securities and Exchange                   [Release No. 34–84629; File No. SR–
     Commission, 100 F Street NE,                            NASDAQ–2018–095]                                        A. Self-Regulatory Organization’s
     Washington, DC 20549.                                                                                           Statement of the Purpose of, and
                                                             Self-Regulatory Organizations; The                      Statutory Basis for, the Proposed Rule
     All submissions should refer to File                    Nasdaq Stock Market LLC; Notice of                      Change
     Number SR–OCC–2018–804. This file                       Filing and Immediate Effectiveness of
                                                             Proposed Rule Change to Nasdaq Rule                     1. Purpose
     number should be included on the
     subject line if email is used. To help the              5615(b)(4) To Change the Threshold for                     The purpose of the proposed rule
     Commission process and review your                      Qualifying as a Smaller Reporting                       change is to amend Rule 5615(b)(4) to
     comments more efficiently, please use                   Company To Qualify for Certain                          change the threshold for listed
     only one method. The Commission will                    Exemptions From the Compensation                        companies that are eligible to benefit
                                                             Committee Requirements                                  from the exemptions from the
     post all comments on the Commission’s
                                                                                                                     Exchange’s compensation committee
     internet website (http://www.sec.gov/                   November 20, 2018.                                      requirements applicable to smaller
     rules/sro.shtml). Copies of the                            Pursuant to Section 19(b)(1) of the                  reporting companies so that all
     submission, all subsequent                              Securities Exchange Act of 1934                         companies that qualify for smaller
     amendments, all written statements                      (‘‘Act’’) 1 and Rule 19b–4 thereunder,2                 reporting company status under the
     with respect to the advance notice that                 notice is hereby given that on November                 revised SEC definition will qualify for
     are filed with the Commission, and all                  14, 2018, The Nasdaq Stock Market LLC                   the Exchange’s exemptions.
     written communications relating to the                  (‘‘Nasdaq’’ or the ‘‘Exchange’’) filed with                The SEC recently adopted 3
     advance notice between the                              the Securities and Exchange                             amendments to the definition of
     Commission and any person, other than                   Commission (‘‘SEC’’ or ‘‘Commission’’)                  ‘‘smaller reporting company’’ set forth
     those that may be withheld from the                     the proposed rule change as described                   in Item 10(f)(1) of Regulation S–K,4 Rule
     public in accordance with the                           in Items I and II below, which Items                    12b–2 under the Act 5 and Rule 405
     provisions of 5 U.S.C. 552, will be                     have been prepared by the Exchange.                     under the Securities Act of 1933.6 The
     available for website viewing and                       The Commission is publishing this                       amendments raise the smaller reporting
     printing in the Commission’s Public                     notice to solicit comments on the                       company cap from less than $75 million
     Reference Room, 100 F Street NE,                        proposed rule change from interested                    in public float to less than $250 million
                                                             persons.                                                and also include as smaller reporting
     Washington, DC 20549 on official
     business days between the hours of 10                   I. Self-Regulatory Organization’s                       companies issuers with less than $100
     a.m. and 3 p.m. Copies of the filing also               Statement of the Terms of Substance of                  million in annual revenues if they also
                                                             the Proposed Rule Change                                have either no public float or a public
     will be available for inspection and
                                                                                                                     float that is less than $700 million. The
     copying at the principal office of the                     The Exchange proposes to amend                       amendments became effective on
     self-regulatory organization.                           Nasdaq Rule 5615(b)(4) to change the                    September 10, 2018. As a result of the
       All comments received will be posted                  threshold for listed companies that are                 SEC rule changes, an expanded number
     without change. Persons submitting                      eligible to benefit from the exemptions                 of registrants, and hence, of listed
     comments are cautioned that we do not                   from the Exchange’s compensation                        companies, will qualify for smaller
     redact or edit personal identifying                     committee requirements applicable to                    reporting company status than was
     information from comment submissions.                   smaller reporting companies so that all                 previously the case.7
     You should submit only information                      companies that qualify for smaller                         Smaller reporting companies are
     that you wish to make available                         reporting company status under the                      entitled to avail themselves of certain
                                                             revised SEC definition will qualify for                 exemptions from Nasdaq’s
     publicly.
                                                             the Exchange’s exemptions.                              compensation committee requirements.8
       All submissions should refer to File                     The text of the proposed rule change
     Number SR–OCC–2018–804 and should                       is available on the Exchange’s website at                  3 See Release Nos. 33–10513 and 34–83550 (June

     be submitted on or before December 17,                  http://nasdaq.cchwallstreet.com, at the                 28, 2018); 83 FR 31992 (July 10, 2018) (the
     2018.                                                   principal office of the Exchange, and at                ‘‘Adopting Release’’).
                                                                                                                        4 17 CFR 229.10(f)(1).
       By the Commission.                                    the Commission’s Public Reference                          5 17 CFR 240.12b–2.
                                                             Room.                                                      6 17 CFR 230.405.
     Brent J. Fields,
     Secretary.                                              II. Self-Regulatory Organization’s                         7 See the Adopting Release.
                                                                                                                        8 Specifically, pursuant to Rule 5605(d)(5), a
     [FR Doc. 2018–25606 Filed 11–23–18; 8:45 am]            Statement of the Purpose of, and
                                                                                                                     listed company that satisfies the definition of
                                                             Statutory Basis for, the Proposed Rule                  smaller reporting company is not required to
     BILLING CODE 8011–01–P
                                                             Change                                                  comply with: (i) The additional requirements with
                                                                                                                     respect to the independence of compensation
                                                                In its filing with the Commission, the               committee members set forth in Rule 5605(d)(2)(A);
                                                             Exchange included statements                            (ii) the requirements with respect to the specific
                                                             concerning the purpose of and basis for                 compensation committee responsibilities and
                                                             the proposed rule change and discussed                  authority set forth in Rule 5605(d)(3) and the
                                                                                                                     requirement to include such responsibilities and
                                                             any comments it received on the                         authority in its compensation committee charter as
                                                             proposed rule change. The text of these                 set forth in Rule 5605(d)(1)(D); or (iii) the
                                                             statements may be examined at the                       requirement with respect to the compensation
                                                             places specified in Item IV below. The                  committee’s responsibility to review and reassess
                                                                                                                     the adequacy of its compensation committee charter
                                                             Exchange has prepared summaries, set                    on an annual basis. A listed smaller reporting
                                                                                                                     company must comply with all other applicable
                                                               1 15   U.S.C. 78s(b)(1).                              Exchange corporate governance requirements,
                                                               2 17   CFR 240.19b–4.                                                                          Continued




VerDate Sep<11>2014   17:28 Nov 23, 2018   Jkt 247001   PO 00000   Frm 00155     Fmt 4703   Sfmt 4703   E:\FR\FM\26NON1.SGM   26NON1


     60546                      Federal Register / Vol. 83, No. 227 / Monday, November 26, 2018 / Notices

     Rule 5615(b)(4) includes a provision                 acts and practices, to promote just and                   revised SEC definition will qualify for
     describing the period within which a                 equitable principles of trade, to foster                  the Exchange’s exemptions.
     company must comply with all                         cooperation and coordination with
                                                                                                                    C. Self-Regulatory Organization’s
     applicable compensation committee                    persons engaged in regulating, clearing,
                                                                                                                    Statement on Comments on the
     requirements after it ceases to be a                 settling, processing information with
                                                                                                                    Proposed Rule Change Received From
     smaller reporting company.9 This                     respect to, and facilitating transactions
     provision currently states explicitly that                                                                     Members, Participants, or Others
                                                          in securities, to remove impediments to
     a smaller reporting company must have                and perfect the mechanism of a free and                     No written comments were either
     less than $75 million in public float. In            open market and a national market                         solicited or received.
     light of the recent changes to the SEC’s             system, and, in general, to protect                       III. Date of Effectiveness of the
     rules with respect to smaller reporting              investors and the public interest.                        Proposed Rule Change and Timing for
     companies, the Exchange proposes to                     As noted above, the effect of the                      Commission Action
     delete this reference to the $75 million             proposed rule change is to change the
     public float cap and revise the provision            threshold for listed companies that are                      The Exchange has filed the proposed
     to state simply that a smaller reporting             eligible to benefit from the exemptions                   rule change pursuant to Section
     company that fails to meet the                       from the Exchange’s compensation                          19(b)(3)(A) of the Act 13 and Rule 19b–
     requirements for smaller reporting                   committee requirements applicable to                      4(f)(6) thereunder.14 Because the
     company status as of the last business               smaller reporting companies so that all                   proposed rule change does not: (i)
     day of its second fiscal quarter (the                companies that qualify for smaller                        Significantly affect the protection of
     Determination Date) will cease to be a               reporting company status under the                        investors or the public interest; (ii)
     smaller reporting company as of the                  revised SEC definition will qualify for                   impose any significant burden on
     beginning of the following fiscal year.              the Exchange’s exemptions. A listed                       competition; and (iii) become operative
     The effect of the proposed rule change               smaller reporting company must comply                     for 30 days from the date on which it
     is to change the threshold for listed                with all other applicable Exchange                        was filed, or such shorter time as the
     companies that are eligible to benefit               corporate governance requirements,                        Commission may designate, it has
     from the exemptions from the                         including all other applicable                            become effective pursuant to Section
     Exchange’s compensation committee                    compensation committee requirements,                      19(b)(3)(A) of the Act and Rule 19b–
     requirements applicable to smaller                   unless it qualifies for some other                        4(f)(6)(iii) thereunder. 15
     reporting companies so that all                                                                                   A proposed rule change filed under
                                                          exemption from those requirements.
     companies that qualify for smaller                                                                             Rule 19b–4(f)(6)16 normally does not
                                                          The Commission has already
     reporting company status under the                                                                             become operative for 30 days after the
                                                          determined through its own rulemaking
     revised SEC definition will qualify for                                                                        date of the filing. However, pursuant to
                                                          that the revised thresholds for smaller
     the Exchange’s exemptions.                                                                                     Rule 19b–4(f)(6)(iii),17 the Commission
                                                          reporting company status proposed in
                                                                                                                    may designate a shorter time if such
     2. Statutory Basis                                   this rule proposal are consistent with
                                                                                                                    action is consistent with the protection
        Nasdaq believes that the proposed                 the goal of the Act to further the
                                                                                                                    of investors and the public interest. In
     rule change is consistent with Section               protection of investors and the public
                                                                                                                    its filing with the Commission, Nasdaq
     6(b) of the Act,10 in general, and furthers interest and the Exchange believes
                                                                   12
                                                                                                                    has asked the Commission to waive the
     the objectives of Section 6(b)(5) of the             that its own  proposal is consistent with
                                                                                                                    30-day operative delay to make Nasdaq
     Act,11 in particular, in that it is designed Section 6(b)(5) of the Act for the same                           Rule 5615(b)(4) consistent with the
     to prevent fraudulent and manipulative               reasons. The Exchange also believes that
                                                                                                                    Commission’s revised definition of
                                                          the proposed rule change fosters
                                                                                                                    smaller reporting company that became
     including all other applicable compensation          cooperation and coordination with
                                                                                                                    effective on September 10, 2018. As
     committee requirements, unless it qualifies for      persons engaged in regulating, clearing,
     another exemption from those requirements.                                                                     such, the Commission believes that
                                                          settling, processing information with
       9 Under the SEC rules set forth above with respect                                                           waiver of the 30-day operative delay is
                                                          respect to, and facilitating transactions
     to smaller reporting companies, a company tests its                                                            consistent with the protection of
     status as a smaller reporting company on an annual   in securities because it conforms Rule
                                                                                                                    investors and the public interest and
     basis at the end of its most recently completed      5615(b)(4) to a rule change made by the
                                                                                                                    designates the proposed rule change
     second fiscal quarter (‘‘Determination Date’’). A    Commission.
     smaller reporting company ceases to be a smaller                                                               operative upon filing.18
     reporting company as of the beginning of the fiscal     B. Self-Regulatory Organization’s                         At any time within 60 days of the
     year following the Determination Date (‘‘Start          Statement on Burden on Competition                     filing of such proposed rule change, the
     Date’’). By six months from the Start Date, a
                                                                                                                    Commission summarily may
     company must comply with Rule 5605(d)(3) and              Nasdaq does not believe that the                     temporarily suspend such rule change if
     certify to Nasdaq that: (i) It has complied with the    proposed rule change will impose any
     requirement in Rule 5605(d)(1) to adopt a formal                                                               it appears to the Commission that such
     written compensation committee charter including        burden on competition not necessary or                 action is necessary or appropriate in the
     the content specified in Rule 5605(d)(1)(A)- (D); and   appropriate in furtherance of the
     (ii) it has complied, or within the applicable phase-   purposes of the Act. The proposed rule                   13 15  U.S.C. 78s(b)(3)(A)(iii).
     in schedule will comply, with the additional            change will not impose any burden on                     14 17  CFR 240.19b–4(f)(6).
     requirements in Rule 5605(d)(2)(A) regarding
     compensation committee composition. A company           competition as its sole purpose is to                    15 In addition, Rule 19b–4(f)(6)(iii) requires a self-

     shall be permitted to phase in its compliance with      change the threshold for listed                        regulatory organization to give the Commission
     the additional compensation committee eligibility       companies that are eligible to benefit                 written notice of its intent to file the proposed rule
     requirements of Rule 5605(d)(2)(A) relating to                                                                 change at least five business days prior to the date
                                                             from the exemptions from the                           of filing of the proposed rule change, or such
     compensatory fees and affiliation as follows: (i) One
     member must satisfy the requirements by six             Exchange’s compensation committee                      shorter time as designated by the Commission. The
     months from the Start Date; (ii) a majority of          requirements applicable to smaller                     Exchange has satisfied this requirement.
     members must satisfy the requirements by nine           reporting companies so that all                          16 17 CFR 240.19b–4(f)(6).

     months from the Start Date; and (iii) all members       companies that qualify for smaller                       17 17 CFR 240.19b–4(f)(6)(iii).
     must satisfy the requirements by one year from the                                                               18 For purposes only of waiving the operative
     Start Date.                                             reporting company status under the
                                                                                                                    delay, the Commission has considered the proposed
        10 15 U.S.C. 78f(b).
                                                                                                                    rule’s impact on efficiency, competition, and capital
        11 15 U.S.C. 78f(b)(5).                                12 See   supra note 3.                               formation. See 15 U.S.C. 78c(f).



VerDate Sep<11>2014   17:28 Nov 23, 2018   Jkt 247001   PO 00000   Frm 00156    Fmt 4703   Sfmt 4703   E:\FR\FM\26NON1.SGM    26NON1


                                      Federal Register / Vol. 83, No. 227 / Monday, November 26, 2018 / Notices                                                    60547

     public interest, for the protection of                     submit only information that you wish                 II. Self-Regulatory Organization’s
     investors, or otherwise in furtherance of                  to make available publicly. All                       Statement of the Purpose of, and
     the purposes of the Act. If the                            submissions should refer to File                      Statutory Basis for, the Proposed Rule
     Commission takes such action, the                          Number SR–NASDAQ–2018–095, and                        Change
     Commission shall institute proceedings                     should be submitted on or before                         In its filing with the Commission, the
     under Section 19(b)(2)(B) 19 of the Act to                 December 17, 2018.                                    Exchange included statements
     determine whether the proposed rule                                                                              concerning the purpose of and basis for
                                                                  For the Commission, by the Division of
     change should be approved or                                                                                     the proposed rule change and discussed
                                                                Trading and Markets, pursuant to delegated
     disapproved.                                                                                                     any comments it received on the
                                                                authority.20
     IV. Solicitation of Comments                               Eduardo A. Aleman,                                    proposed rule change. The text of these
                                                                                                                      statements may be examined at the
       Interested persons are invited to                        Assistant Secretary.
                                                                                                                      places specified in Item IV below. The
     submit written data, views, and                            [FR Doc. 2018–25731 Filed 11–23–18; 8:45 am]          Exchange has prepared summaries, set
     arguments concerning the foregoing,                        BILLING CODE 8011–01–P                                forth in sections A, B, and C below, of
     including whether the proposed rule
                                                                                                                      the most significant aspects of such
     change is consistent with the Act.
                                                                                                                      statements.
     Comments may be submitted by any of                        SECURITIES AND EXCHANGE
     the following methods:                                     COMMISSION                                            A. Self-Regulatory Organization’s
                                                                                                                      Statement of the Purpose of, and
     Electronic Comments
                                                                                                                      Statutory Basis for, the Proposed Rule
       • Use the Commission’s internet                          [Release No. 34–84624; File No. SR–Phlx–              Change
     comment form (http://www.sec.gov/                          2018–72]
     rules/sro.shtml); or                                                                                             1. Purpose
       • Send an email to rule-comments@                        Self-Regulatory Organizations; Nasdaq                    The Exchange proposes to amend
     sec.gov. Please include File Number SR–                    PHLX LLC; Notice of Filing of                         Phlx Rule 1037, which is currently
     NASDAQ–2018–095 on the subject line.                       Proposed Rule Change To Establish                     reserved, to establish requirements
                                                                Rules Governing the Give Up of a                      related to the give up of a Clearing
     Paper Comments                                             Clearing Member by a Member                           Member by a member organization on
        • Send paper comments in triplicate                     Organization on Exchange                              Exchange transactions.
     to Secretary, Securities and Exchange                      Transactions                                             By way of background, to enter
     Commission, 100 F Street NE,                                                                                     transactions on the Exchange, a member
     Washington, DC 20549–1090.                                 November 19, 2018.                                    organization must either be a Clearing
     All submissions should refer to File                          Pursuant to Section 19(b)(1) of the                Member or have a clearing arrangement
     Number SR–NASDAQ–2018–095. This                            Securities Exchange Act of 1934                       with a Clearing Member.4 Rule 1052
     file number should be included on the                      (‘‘Act’’),1 and Rule 19b–4 thereunder,2               currently provides that every Clearing
     subject line if email is used. To help the                 notice is hereby given that on November               Member shall be responsible for the
     Commission process and review your                         6, 2018, Nasdaq PHLX LLC (‘‘Phlx’’ or                 clearance of the Exchange options
     comments more efficiently, please use                      ‘‘Exchange’’) filed with the Securities               transactions of such Clearing Member
     only one method. The Commission will                       and Exchange Commission (‘‘SEC’’ or                   and of each member organization who
     post all comments on the Commission’s                      ‘‘Commission’’) the proposed rule                     gives up the name of such Clearing
     internet website (http://www.sec.gov/                      change as described in Items I, II, and               Member in an Exchange options
     rules/sro.shtml). Copies of the                            III, below, which Items have been                     transaction, provided the Clearing
     submission, all subsequent                                 prepared by the Exchange. The                         Member has authorized such member
     amendments, all written statements                         Commission is publishing this notice to               organization to give up its name with
     with respect to the proposed rule                          solicit comments on the proposed rule                 respect to Exchange options
     change that are filed with the                             change from interested persons.                       transactions.
     Commission, and all written                                                                                         Recently, certain Clearing Members,
     communications relating to the                             I. Self-Regulatory Organization’s                     in conjunction with the Securities
     proposed rule change between the                           Statement of the Terms of Substance of                Industry and Financial Markets
     Commission and any person, other than                      the Proposed Rule Change                              Association (‘‘SIFMA’’), expressed
     those that may be withheld from the                                                                              concerns related to the process by
     public in accordance with the                                 The Exchange proposes to establish                 which executing brokers on U.S. options
     provisions of 5 U.S.C. 552, will be                        rules governing the give up of a Clearing             exchanges (‘‘Exchanges’’) are allowed to
     available for website viewing and                          Member 3 by a member organization on                  designate or ‘give up’ a clearing firm for
     printing in the Commission’s Public                        Exchange transactions.                                purposes of clearing particular
     Reference Room, 100 F Street NE,                              The text of the proposed rule change               transactions. The SIFMA-affiliated
     Washington, DC 20549 on official                           is available on the Exchange’s website at             Clearing Members have recently
     business days between the hours of                         http://nasdaqphlx.cchwallstreet.com/,                 identified the current give up process as
     10:00 a.m. and 3:00 p.m. Copies of such                    at the principal office of the Exchange,              a significant source of risk for clearing
     filing also will be available for                          and at the Commission’s Public                        firms, and subsequently requested that
     inspection and copying at the principal                    Reference Room.                                       the Exchanges alleviate this risk by
     office of the Exchange. All comments                                                                             amending Exchange rules governing the
     received will be posted without change.                      20 17 CFR 200.30–3(a)(12).                          give up process.5
     Persons submitting comments are                              1 15 U.S.C. 78s(b)(1).
                                                                  2 17 CFR 240.19b–4.                                   4 See  Rule 1046.
     cautioned that we do not redact or edit
                                                                  3 Clearing Member means a member organization         5 NYSE   Arca Inc. (‘‘Arca’’) recently filed to amend
     personal identifying information from
                                                                which has been admitted to membership in the          its give up procedures. Arca’s proposal would allow
     comment submissions. You should                            Options Clearing Corporation pursuant to the          a Designated Give Up to opt out of acting as the give
                                                                provisions of the rules of the Options Clearing       up for certain OTP Holders and OTP Firms. See
       19 15   U.S.C. 78s(b)(2)(B).                             Corporation. See Rule 1000(b)(3).                                                                  Continued




VerDate Sep<11>2014      17:28 Nov 23, 2018   Jkt 247001   PO 00000   Frm 00157   Fmt 4703   Sfmt 4703   E:\FR\FM\26NON1.SGM    26NON1



Document Created: 2018-11-24 00:51:20
Document Modified: 2018-11-24 00:51:20
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 60545 

2025 Federal Register | Disclaimer | Privacy Policy
USC | CFR | eCFR