83 FR 61177 - Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Certificate of Incorporation and Bylaws
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 229 (November 28, 2018)
Federal Register Volume 83, Issue 229 (November 28, 2018)
| Page Range | 61177-61182 | |
| FR Document | 2018-25896 |
[Federal Register Volume 83, Number 229 (Wednesday, November 28, 2018)] [Notices] [Pages 61177-61182] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-25896] ======================================================================= ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-84644; File No. SR-NYSENAT-2018-24] Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Certificate of Incorporation and Bylaws November 21, 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 November 20, 2018, NYSE National, Inc. (``Exchange'' or ``NYSE National'') 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. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 15 U.S.C. 78a. \3\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend its certificate of incorporation and bylaws to (1) harmonize certain provisions thereunder with similar provisions in the governing documents of the Exchange's national securities exchange affiliates and parent companies; and (2) make clarifying and updating changes. 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 (1) Generally [sic] The Exchange proposes to the amend the Amended and Restated Certificate of Incorporation of the Exchange (``Exchange Certificate'') and the Fifth Amended and Restated Bylaws of the Exchange (``Exchange Bylaws'') to (1) harmonize certain provisions thereunder with similar provisions in the governing documents of the Exchange's national securities exchange affiliates \4\ and parent companies; and (2) make clarifying and updating changes. --------------------------------------------------------------------------- \4\ The Exchange has four registered national securities exchange affiliates: NYSE Arca, Inc. (``NYSE Arca''), New York Stock Exchange LLC (``NYSE''), NYSE American LLC (``NYSE American''), and Chicago Stock Exchange, Inc. (``CHX'' and together with the Exchange, NYSE Arca, NYSE American, and NYSE, the ``NYSE Group Exchanges''). CHX has filed to change its name to NYSE Chicago, Inc. See Exchange Act Release No. 84494 (October 26, 2018) (SR-CHX-2018- 05) (``NYSE Chicago Release'') (notice of filing and immediate effectiveness of proposal to reflect name changes of the Exchange and its direct parent company and to amend certain corporate governance provisions). The rule changes set forth in the NYSE Chicago Release will become operative upon the Second Amended and Restated Certificate of Incorporation of Chicago Stock Exchange, Inc. (``NYSE Chicago Certificate'') becoming effective pursuant to its filing with the Secretary of State of the State of Delaware. --------------------------------------------------------------------------- The Exchange is owned by NYSE Group, Inc. (``NYSE Group''), which in turn is indirectly wholly owned by NYSE Holdings LLC (``NYSE Holdings''). NYSE Holdings is a wholly owned subsidiary of Intercontinental Holdings, Inc. (``ICE Holdings''), which is in turn wholly owned by the Intercontinental Exchange, Inc. (``ICE'').\5\ --------------------------------------------------------------------------- \5\ See Exchange Act Release No. 79902 (January 30, 2017), 82 FR 9258 (February 3, 2017) (SR-NSX-2016-16) (order approving proposed rule change in connection with proposed acquisition of the Exchange by NYSE Group, Inc.). --------------------------------------------------------------------------- The Exchange operates as a separate self-regulatory organization and has rules and membership rosters distinct from the rules and membership rosters of the other NYSE Group Exchanges. At the same time, however, the Exchange believes it is important for each of the NYSE Group Exchanges to have a consistent approach to corporate governance in certain matters, to simplify complexity and create greater [[Page 61178]] consistency among the NYSE Group Exchanges.\6\ --------------------------------------------------------------------------- \6\ See NYSE Chicago Release, supra note 4, at 3. --------------------------------------------------------------------------- Because the Exchange is a Delaware corporation, most of the proposed changes are based on the governing documents of CHX, which is also a Delaware corporation, and NYSE Arca, which is a Delaware non- stock corporation, as the most comparable NYSE Group Exchanges.\7\ The proposed Exchange Certificate and Exchange Bylaws reflect the expectation that the Exchange will continue to be operated with a governance structure substantially similar to that of other NYSE Group Exchanges, primarily CHX and NYSE Arca. --------------------------------------------------------------------------- \7\ The other NYSE Group Exchanges, NYSE and NYSE American, are limited liability companies organized under New York and Delaware limited liability company law, respectively. --------------------------------------------------------------------------- The other changes described herein would become operative upon the Exchange Certificate becoming effective pursuant to its filing with the Secretary of State of the State of Delaware. The proposed amendments described below are primarily based on the Second Amended and Restated Certificate of Incorporation of Chicago Stock Exchange, Inc. (``NYSE Chicago Certificate''), the Second Amended and Restated By-Laws of NYSE Chicago, Inc. (``NYSE Chicago Bylaws''),\8\ and the Amended and Restated Bylaws of NYSE Arca, Inc. (``NYSE Arca Bylaws''). In addition, the amendments to the indemnification provisions are based on the Eighth Amended and Restated Bylaws of Intercontinental Exchange, Inc. (``ICE Bylaws'') and the Sixth Amended and Restated Bylaws of Intercontinental Exchange Holdings, Inc. (``ICE Holdings Bylaws''). --------------------------------------------------------------------------- \8\ The NYSE Chicago Certificate and NYSE Chicago Bylaws have been filed with the SEC, and will become operative when the NYSE Chicago Certificate becomes effective pursuant to its filing with the Secretary of State of the State of Delaware. See NYSE Chicago Release, supra note 4, at 4. --------------------------------------------------------------------------- Proposed Amendments to the Exchange Certificate The Exchange proposes to amend the Exchange Certificate as follows. Introductory Paragraph In a non-substantive change, the Exchange proposes to delete the sentence stating ``[t]he Certificate of Incorporation was restated on June 29, 2006, December 30, 2011, and February 18, 2015.'' Article FIRST In a non-substantive change, the Exchange proposes to replace ``NYSE NATIONAL, INC.'' with ``NYSE National, Inc.'' in Article FIRST, to reflect that the legal name of the Exchange is not entirely in capital letters. Article SECOND and Certificate of Change of Registered Agent and/or Registered Office In a non-substantive change, the Exchange proposes to update the address of the registered office and name of the registered agent, as previously filed, and, because such address and office are no longer the initial address and office, delete the word ``initial'' from the provision. The Exchange also proposes to delete the ``Certificate of Change of Registered Agent and/or Registered Office.'' \9\ --------------------------------------------------------------------------- \9\ See Exchange Act Release No. 82925 (March 22, 2018), 83 FR 13165 (March 27, 2018) (SR-NYSENAT-2018-04). --------------------------------------------------------------------------- Article FIFTH Current paragraph (b) of Article FIFTH (Removal of Directors) provides that any director may be removed from office by a vote of the stockholders at any time with or without cause, except that Non- Affiliated Directors, as defined in the Exchange Bylaws, may only be removed for cause. The Exchange proposes to amend the definition of ``cause'' to provide that the list set forth in the provision is inclusive. The Exchange notes that the revised provision would be consistent with Article FIFTH(b) of the NYSE Chicago Certificate.\10\ --------------------------------------------------------------------------- \10\ See NYSE Chicago Release, supra note 4, at 14. See also Eighth Amended and Restated Bylaws of Cboe BZX Exchange, Inc. (``Cboe BZX Bylaws''), Section 3.4(c) (providing that ``[n]o Representative Director may be removed from office by a vote of the stockholders at any time except for cause, which shall include, but not limited to, (i) a breach of a Representative Director's duty of loyalty to the Corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) transactions from which a Representative Director derived an improper personal benefit, or (iv) a failure of a Representative Director to be free from a statutory disqualification (as defined in Section 3(a)(39) of the Act)'') (emphasis added; NYSE Operating Agreement, Article II, Section 2.03(l) (providing that cause ``shall include, without limitation, the failure of [a] Director to be free of any statutory disqualification . . .''); and NYSE American Operating Agreement, Article II, Section 2.03(l) (same). --------------------------------------------------------------------------- Article EIGHTH In a non-substantive change, the Exchange proposes to correct a typographical error in the title of Article EIGHTH, correcting ``Liabilitv'' with ``Liability''. Article NINTH In a non-substantive change, the Exchange proposes to amend Article NINTH to replace a reference to ``Delaware'' with ``the State of Delaware.'' Date The Exchange proposes to update the date in the final paragraph. Proposed Amendments to the Exchange Bylaws The Exchange proposes to amend the Exchange Bylaws as follows. Conforming Changes In non-substantive changes, the Exchange proposes to delete the cover page and table of contents of the Exchange Bylaws, and amend the title to reflect that the proposed Exchange Bylaws are the ``Sixth Amended and Restated Bylaws of NYSE National, Inc.'' Article III (Board of Directors) Section 3.6 (Vacancies): Section 3.6(a)(i) provides that any vacancy on the Board may be filled by the Chairman of the Board, subject to the approval by a majority of the directors then in office, and that any vacancy will be filled with a person who satisfies the classification associated with the vacant seat. In an administrative change, the Exchange proposes to add that that the stockholders may also fill any vacancy, and those vacancies resulting from removal from office by a vote of the stockholders for cause may be filled by a vote of the stockholders at the same meeting at which such removal occurs. Because, under Section 3.2(a), the stockholders determine the number of directors, a new directorship may be created. Accordingly, the Exchange proposes to add to Section 3.6(a)(i) that any newly created directorship will be filled with a person who satisfies the classification associated with the seat. The first two sentences of the amended paragraph would be as follows (additions italicized): Notwithstanding any provision herein to the contrary, any vacancy in the Board, however occurring, including a vacancy resulting from an increase in the number of the directors, may be filled (i) by the Chairman of the Board, subject to the approval by a majority of the directors then in office, or (ii) by action taken by the stockholders of the Exchange, and those vacancies resulting from removal from office by a vote of the stockholders for cause may be filled by a vote of the stockholders at the same meeting at which such removal occurs. Any vacancy or newly-created directorship will be filled with a person who satisfies the classification (e.g., public) associated with the vacant seat. [[Page 61179]] The change would be consistent with clause (ii) of Article II, Section 5 of the NYSE Chicago Bylaws, which was amended at the time of its acquisition by ICE.\11\ --------------------------------------------------------------------------- \11\ See Exchange Act Release No. 83635 (July 13, 2018), 83 FR 34182 (July 19, 2018) (SR-CHX-2018-004), and Partial Amendment No. 2 to SR-CHX-2018-004 (June 11, 2018). --------------------------------------------------------------------------- Section 3.7 (Removal): Section 3.7 provides that any director may be removed from office by a vote of the stockholders at any time with or without cause, except that non-affiliated directors may only be removed for cause. The Exchange proposes to amend the definition of ``cause'' to provide that the list set forth in the provision is inclusive, by replacing ``mean only'' with ``include.'' As a result of the proposed amendment, the definition of ``cause'' would be substantially similar to the definition in Article FIFTH(b) of the NYSE Chicago Certificate. In a non-substantive change, the Exchange proposes to amend clause (iii) to replace a reference to ``Delaware'' with ``the State of Delaware.'' Section 3.9 (Regular Meetings): Section 3.9 specifies that regular meetings may be held, with or without notice, at such time or place as the Board may specify in a resolution. The Exchange proposes an administrative change to eliminate the requirement for a Board resolution. The change would be consistent with the governing documents of the other NYSE Group Exchanges, which do not require a board resolution in order to call a meeting.\12\ --------------------------------------------------------------------------- \12\ See NYSE Arca Bylaws, Article III, Section 3.05; NYSE Chicago Bylaws, Article II, Section 8; NYSE Operating Agreement, Article II, Section 2.03(c); and NYSE American Operating Agreement, Article II, Section 2.03(c). --------------------------------------------------------------------------- Section 3.10 (Special Meetings): Paragraph (a) of Section 3.10 permits special meetings of the Board to be called on two days' notice to each Director by the Chairman or the Chief Executive Officer, or by the Secretary upon the request of any three Directors. In an administrative change, The Exchange proposes to reduce the minimum notice requirement from two days to one day, consistent with Article II, Section 9(a) of the NYSE Chicago Bylaws.\13\ The Exchange believes that reducing the minimum notice requirement to one day is reasonable as it would facilitate the Board meeting quickly. --------------------------------------------------------------------------- \13\ See NYSE Chicago Release, supra note 4, at 24. One day of notice would be consistent with the bylaws of other national securities exchanges. See NYSE Operating Agreement, Article II, Section 2.03(c) (requiring 12 or 24 hours of notice, with the exception of mailed notice); NYSE American Operating Agreement, Article II, Section 2.03(c) (requiring 12 or 24 hours of notice, with the exception of mailed notice); Cboe BZX Bylaws, Section 3.11 (requiring 24 hours of notice); Tenth Amended and Restated Bylaws of Cboe Exchange, Inc. (``Cboe Exchange Bylaws''), Section 3.11 (requiring 24 hours of notice); and Bylaws of Nasdaq, Inc., Article IV, Section 4.12 (requiring that notice be sent no later than ``the day before the day'' of the meeting, with the exception of mailed notice). --------------------------------------------------------------------------- Paragraph (b) of Section 3.10 requires the person calling a special meeting to fix the time and place at which the meeting will be held, and deems notice to be given five business days after deposit in the United States mail. In an administrative change, the Exchange proposes to:Eliminate the requirement that the person calling the special meeting fix the time and place of the meeting, as Article III, Section 3.8 already addresses the place and mode of Board meetings; state that notice may be given by written, electronic or telephonic means; and reduce the period for deemed notice of mailed notice from five to two business days. The changes would be consistent with Article II, Section 9(b) of the NYSE Chicago Bylaws. Sections 3.11 (Voting; Quorum and Action by the Board) and 3.14 (Action in Lieu of Meeting): Section 3.11 provides that the presence of a majority of the directors then in office shall constitute a quorum for Board meetings. Section 3.14 provides that, unless otherwise restricted by statute, the Exchange Certificate or the Exchange By- Laws, action may be taken without a meeting if certain procedural requirements are met. The Exchange proposes to make the following administrative changes to the provisions: In Section 3.11, the Exchange proposes to clarify that the proposed quorum requirement would apply ``[e]xcept as otherwise required by law'' \14\ and to change a reference to ``statute'' with ``law.'' --------------------------------------------------------------------------- \14\ See, e.g. DCGL Section 141(b). --------------------------------------------------------------------------- In Section 3.14, the Exchange proposes to replace ``restricted by statute'' with ``provided by law.'' The change to add an exception to Section 3.11 would allow the written notice to be consistent with both applicable law and the Exchange Bylaws, should applicable law set forth specific requirements that differ from the Bylaw provision. The Exchange proposes to change ``statute'' to ``law,'' as the latter is a broader term, which includes non-statutory law, such as common law. The changes would be consistent with the NYSE Chicago Bylaws.\15\ --------------------------------------------------------------------------- \15\ See NYSE Chicago Bylaws, Article II, Sections 10 and 13; and NYSE Chicago Release, supra note 4, at 26-27. --------------------------------------------------------------------------- Article IV (Stockholders) Sections 4.1 (Annual Meeting), 4.2 (Special Meetings), and 4.4 (Quorum and Vote Required for Action): Among other provisions, Sections 4.1 and 4.2 set forth the notice requirements for annual and special meetings of stockholders. Section 4.4 sets forth the quorum and voting requirements. For the reasons set forth above, the Exchange proposes to make the following administrative changes to the provisions: The Exchange proposes to add ``[e]xcept as otherwise provided by law,'' before the sentences in Sections 4.1 and 4.2 that set forth the written notice requirements.\16\ --------------------------------------------------------------------------- \16\ See Del. Code tit. 8, Sec. 222. --------------------------------------------------------------------------- In Section 4.4, the Exchange proposes to replace ``statute'' with ``law'' in paragraph (a) and ``Statute'' with ``General Corporation Law of the State of Delaware'' in paragraph (b). The changes would be consistent with the NYSE Chicago Bylaws.\17\ --------------------------------------------------------------------------- \17\ See NYSE Chicago Bylaws, Article III, Sections 1, 2, and 5(b); and NYSE Chicago Release, supra note 4, at 29-31. --------------------------------------------------------------------------- Section 4.3 (List of Stockholders): Section 4.3 provides that the Secretary or a designated person shall have charge of the stock ledger of the Exchange and, before every stockholder meeting, shall prepare a list of stockholders entitled to vote. In an administrative change, the Exchange proposes to amend the provision such that, as permitted by Section 219(a) of the DGCL, the ``Exchange'' keeps the ledger and prepares the list of stockholders.\18\ The change would be consistent with Article III, Section 4 of the NYSE Chicago Bylaws.\19\ --------------------------------------------------------------------------- \18\ Del. Code tit. 8, Sec. 219(a). \19\ See NYSE Chicago Release, supra note 4, at 30. --------------------------------------------------------------------------- Section 4.6 (Action in Lieu of Meeting): Section 4.6 permits stockholder action to be taken by written consent and provides certain requirements related to such written consent. In an administrative change, the Exchange proposes to amend the provisions to permit stockholder action to be taken by written consent and to the extent provided by the DGCL, but only if the matter to be voted upon were approved by the Board and the Board had directed that the matter be brought before the stockholders. The amended provision would be substantially similar [[Page 61180]] to Article III, Section 7 of the NYSE Chicago Bylaws.\20\ --------------------------------------------------------------------------- \20\ See id., at 31-32. --------------------------------------------------------------------------- Article V (Committees) Section 5.2 (Appointment; Vacancies; and Removal): Section 5.2(b) provides that any vacancy in a Board committee shall be filled by the Chief Executive Officer with the approval of the Board. Consistent with the DGCL and Article IV, Section 2(b) of the NYSE Chicago Bylaws,\21\ the Exchange proposes to provide that only the Board can fill a vacancy in a Board committee. --------------------------------------------------------------------------- \21\ See Del. Code tit. 8, Sec. 141(c)(1). --------------------------------------------------------------------------- Section 5.6 (Regulatory Oversight Committee): Section 5.6 establishes the powers and responsibilities of the Regulatory Oversight Committee, and is substantially the same as the related provisions in the governing documents of the other NYSE Group Exchanges. \22\ Among other things, the provision states that ``[t]he Board may, on affirmative vote of a majority of directors, at any time remove a member of the ROC for cause.'' The Exchange proposes to add language clarifying that the majority affirmative vote requirement is based on the ``directors then in office,'' as opposed to total number of seats on the Board. The change would be consistent with Article IV, Section 6 of the NYSE Chicago Bylaws.\23\ --------------------------------------------------------------------------- \22\ See NYSE Arca Rule 3.3; NYSE Operating Agreement, Article II, Section 2.03(h)(ii); NYSE American Operating Agreement, Article II, Section 2.03(h)(ii); NYSE Chicago Bylaws, Article IV, Section 6. \23\ See NYSE Chicago Release, supra note 4, at 35. The Exchange understands that NYSE, NYSE American, and NYSE Arca propose to file similar changes to their respective ROC provisions. --------------------------------------------------------------------------- Article VII (Indemnification) Current Article VII includes provisions related to indemnification by the Exchange. As a wholly-owned subsidiary of ICE, the Exchange believes it appropriate to harmonize the Exchange's indemnification provisions with those of ICE and the Exchange's intermediate holding company, ICE Holdings.\24\ The same change was made to Article VI of the NYSE Chicago Bylaws.\25\ --------------------------------------------------------------------------- \24\ See ICE Bylaws, Article X, Section 10.6, and ICE Holdings Bylaws, Article X, Section 10.6. \25\ See NYSE Chicago Release, supra note 4, at 41. The Exchange understands that NYSE, NYSE American, and NYSE Arca propose to file similar changes to their respective indemnification provisions. --------------------------------------------------------------------------- Accordingly, the Exchange proposes to delete the text of Section 7.1 (Indemnification) in its entirety and replace it with proposed text that is substantially similar to the CHX, ICE and ICE Holdings provisions, with the exception of changes to be consistent with the Exchange Bylaws' terminology.\26\ The proposed text follows: --------------------------------------------------------------------------- \26\ For example, proposed Section 7.1 uses ``officer'' instead of ``Senior Officers,'' ``Exchange'' instead of ``Corporation,'' and ``Section 7.1'' instead of ``Section 10.6.'' --------------------------------------------------------------------------- (a) The Exchange shall, to the fullest extent permitted by law, as those laws may be amended and supplemented from time to time, indemnify any director or officer made, or threatened to be made, a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of being a director or officer of the Exchange or a predecessor corporation or, at the Exchange's request, a director, officer, partner, member, employee or agent of another corporation or other entity; provided, however, that the Exchange shall indemnify any director or officer in connection with a proceeding initiated by such person only if such proceeding was authorized in advance by the Board of Directors of the Exchange. The indemnification provided for in this Section 7.1 shall: (i) Not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office; (ii) continue as to a person who has ceased to be a director or officer; and (iii) inure to the benefit of the heirs, executors and administrators of an indemnified person. (b) Expenses incurred by any such person in defending a civil or criminal action, suit or proceeding by reason of the fact that he is or was a director or officer of the Exchange (or was serving at the Exchange's request as a director, officer, partner, member, employee or agent of another corporation or other entity) shall be paid by the Exchange in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Exchange as authorized by law. Notwithstanding the foregoing, the Exchange shall not be required to advance such expenses to a person who is a party to an action, suit or proceeding brought by the Exchange and approved by a majority of the Board of Directors of the Exchange that alleges willful misappropriation of corporate assets by such person, disclosure of confidential information in violation of such person's fiduciary or contractual obligations to the Exchange or any other willful and deliberate breach in bad faith of such person's duty to the Exchange or its stockholders. (c) The foregoing provisions of this Section 7.1 shall be deemed to be a contract between the Exchange and each director or officer who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. The rights provided to any person by this bylaw shall be enforceable against the Exchange by such person, who shall be presumed to have relied upon it in serving or continuing to serve as a director or officer or in such other capacity as provided above. (d) The Board of Directors in its discretion shall have power on behalf of the Exchange to indemnify any person, other than a director or officer, made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person, or his or her testator or intestate, is or was an officer, employee or agent of the Exchange or, at the Exchange's request, is or was serving as a director, officer, partner, member, employee or agent of another corporation or other entity. (e) To assure indemnification under this Section 7.1 of all directors, officers, employees and agents who are determined by the Exchange or otherwise to be or to have been ``fiduciaries'' of any employee benefit plan of the Exchange that may exist from time to time, Section 145 of the Delaware General Corporation Law shall, for the purposes of this Section 7.1, be interpreted as follows: An ``other enterprise'' shall be deemed to include such an employee benefit plan, including without limitation, any plan of the Exchange that is governed by the Act of Congress entitled ``Employee Retirement Income Security Act of 1974,'' as amended from time to time; the Exchange shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the Exchange also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to such Act of Congress shall be deemed ``fines.'' [[Page 61181]] Article IX (Certificates of Stock and Their Transfer) Section 9.1 (Form and Execution of Certificates): Section 9.1 provides requirements related to the execution of stockholder certificates. The Exchange proposes to amend the requirements to provide that the certificate may be signed by ``any two authorized officers,'' instead of listing the specific officers authorized to execute a certificate, which better reflects the requirements of Section 158 of the DGCL.\27\ The change would be consistent with Article VIII, Section 1 of the NYSE Chicago Bylaws.\28\ --------------------------------------------------------------------------- \27\ See Del. Code tit. 8, Sec. 158. \28\ See NYSE Chicago Release, supra note 4, at 47. --------------------------------------------------------------------------- Article XI (General Provisions) Section 11.2 (Dividends): Section 11.2 permits the Board to declare dividends. The Exchange proposes to replace the phrase ``[s]ubject to any provisions of any applicable statute,'' which qualifies the Board's authority to issue dividends, with ``[s]ubject to any applicable law'' so as to eliminate redundant language and clarify that proposed Section 11.2 would be subject to any non-statutory law, such as common law. The change would be consistent with Article X, Section 2 of the NYSE Chicago Bylaws.\29\ --------------------------------------------------------------------------- \29\ See id., at 51. --------------------------------------------------------------------------- Section 11.4 (Subsidiaries): Section 11.4 authorizes the Board to constitute any officer of the Exchange to vote the stock of any subsidiary corporation on behalf of the Exchange. In an administrative change, the Exchange proposes to add a second sentence stating that ``[i]n the absence of specific action by the Board of Directors, the Chief Executive Officer and Secretary of the Exchange shall have authority to represent the Exchange and to vote, on behalf of the Exchange, the securities of other corporations, both domestic and foreign, held by the Exchange.'' The Exchange believes that permitting the Secretary of the Exchange to act on behalf of the Exchange pursuant to proposed Section 4 is appropriate given that the Secretary is frequently tasked to execute the Exchange's actions, especially as it relates to corporate governance. Under Section 11.4, the Board may constitute any officer of the Exchange, which includes the Secretary, to vote the stock of any subsidiary of the Exchange. The Board has approved the proposed changes to the Bylaws, including the proposed changes to Section 11.4. By approving the proposed changes to Section 11.4, the Board granted the Secretary the authority described therein. Moreover, proposed Section 11.4 would continue to permit the Board to revoke such voting power or constitute another officer with such voting power. The change would be consistent with Article X, Section 4 of the NYSE Chicago Bylaws.\30\ --------------------------------------------------------------------------- \30\ See id., at 51-52. --------------------------------------------------------------------------- 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Exchange Act,\31\ in general, and furthers the objectives of Section 6(b)(1) \32\ in particular, in that it enables the Exchange to be so organized as to have the capacity to be able to carry out the purposes of the Exchange Act and to comply, and to enforce compliance by its exchange members and persons associated with its exchange members, with the provisions of the Exchange Act, the rules and regulations thereunder, and the rules of the Exchange. The Exchange also believes that the proposed rule change is consistent with Section 6(b)(5) of the Exchange Act,\33\ 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 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. --------------------------------------------------------------------------- \31\ 15 U.S.C. 78f(b). \32\ 15 U.S.C. 78f(b)(1). \33\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- The Exchange believes that the proposed amendments to harmonize certain provisions of the Exchange Certificate and Bylaws with similar provisions of the governing documents of other NYSE Group Exchanges, ICE and ICE Holdings would contribute to the orderly operation of the Exchange and would enable the Exchange to be so organized as to have the capacity to carry out the purposes of the Exchange Act and comply with the provisions of the Exchange Act by its members and persons associated with members. For example, the proposed changes would create greater conformity between the Exchange's provisions relating to stockholders, officers, and stock certificates and those of its affiliates, particularly CHX and NYSE Arca. The Exchange believes that such conformity would streamline the NYSE Group Exchanges' corporate processes, create more equivalent governance processes among them, and also provide clarity to the Exchange's members, which is beneficial to both investors and the public interest. At the same time, the Exchange will continue to operate as a separate self-regulatory organization and to have rules and membership rosters distinct from the rules and membership rosters of the other NYSE Group Exchanges. The Exchange also believes that the greater consistency among the governing documents of the NYSE Group Exchanges, ICE and ICE Holdings would promote the maintenance of a fair and orderly market, the protection of investors and the protection of the public interest. Indeed, the proposed amendments would make the corporate requirements and administrative processes relating to the Board, Board committees, officers, stockholders, and other corporate matters more similar to those of the NYSE Group Exchanges, in particular CHX and NYSE Arca, which have been established as fair and designed to protect investors and the public interest.\34\ --------------------------------------------------------------------------- \34\ See NYSE Chicago Release, supra note 4, Exchange Act Release Nos. 83303 (May 22, 2018), 83 FR 24517 (May 29, 2018) (SR- CHX-2018-004); and 81419 (August 17, 2017), 82 FR 40044 (August 23, 2017) (SR-NYSEArca-2017-40). --------------------------------------------------------------------------- The proposed amendments to clarify the meaning of certain provisions of the Exchange Certificate and the Exchange Bylaws, to better comport certain provisions with the DGCL and to effect non- substantive changes would facilitate the Exchange's continued compliance with the Exchange Certificate and Bylaws and applicable law, which would further enable the Exchange to be so organized as to have the capacity to be able to carry out the purposes of the Exchange Act and to comply, and to enforce compliance by its exchange members and persons associated with its exchange members, with the provisions of the Exchange Act, the rules and regulations thereunder, and the rules of the Exchange. Such amendments would also remove impediments to and perfects the mechanism of a free and open market by removing confusion that may result from corporate governance provisions that are either unclear or inconsistent with the governing law. The Exchange also believes that the proposed amendments would remove impediments to and perfect the mechanism of a free and open market by ensuring that persons subject to the Exchange's jurisdiction, regulators, and the investing public can more easily navigate and understand the governing documents. The Exchange further believes that the proposed amendments would not be inconsistent with the public interest and the protection of investors because investors will not be harmed and in fact would benefit from [[Page 61182]] increased transparency and clarity, thereby reducing potential confusion. 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 Exchange Act. The proposed rule change is not intended to address competitive issues but rather is concerned solely with the corporate governance and administration of the Exchange. 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 \35\ and Rule 19b-4(f)(6) thereunder.\36\ 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. --------------------------------------------------------------------------- \35\ 15 U.S.C. 78s(b)(3)(A)(iii). \36\ 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) \37\ of the Act to determine whether the proposed rule change should be approved or disapproved. --------------------------------------------------------------------------- \37\ 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-NYSENAT-2018-24 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-NYSENAT-2018-24. 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 a.m. and 3 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSENAT-2018-24 and should be submitted on or before December 19, 2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\38\ --------------------------------------------------------------------------- \38\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Brent J. Fields, Secretary. [FR Doc. 2018-25896 Filed 11-27-18; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 83, No. 229 / Wednesday, November 28, 2018 / Notices 61177
3316–L, Washington, DC 20415, Office of Personnel Management. set forth in sections A, B, and C below,
Attention: Cyrus S. Benson, or sent via Alexys Stanley, of the most significant parts of such
electronic mail to Cyrus.Benson@ Regulatory Affairs Analyst. statements.
opm.gov or faxed to (202) 606–0910 or [FR Doc. 2018–25901 Filed 11–27–18; 8:45 am]
via telephone at (202) 606–4808. A. Self-Regulatory Organization’s
BILLING CODE 6325–38–P
Statement of the Purpose of, and the
SUPPLEMENTARY INFORMATION: Statutory Basis for, the Proposed Rule
As required by the Paperwork Change
Reduction Act of 1995 (Pub. L. 104–13, SECURITIES AND EXCHANGE
44 U.S.C. chapter 35) OPM is soliciting COMMISSION 1. Purpose
comments for this collection (OMB No. (1) Generally [sic]
[Release No. 34–84644; File No. SR–
3206–0172). We are particularly NYSENAT–2018–24]
interested in comments that: The Exchange proposes to the amend
1. Evaluate whether the proposed Self-Regulatory Organizations; NYSE the Amended and Restated Certificate of
collection of information is necessary National, Inc.; Notice of Filing and Incorporation of the Exchange
for the proper performance of functions Immediate Effectiveness of Proposed (‘‘Exchange Certificate’’) and the Fifth
of the agency, including whether the Rule Change To Amend Its Certificate Amended and Restated Bylaws of the
information will have practical utility; of Incorporation and Bylaws Exchange (‘‘Exchange Bylaws’’) to (1)
2. Evaluate the accuracy of the harmonize certain provisions
agency’s estimate of the burden of the November 21, 2018.
thereunder with similar provisions in
proposed collection of information, Pursuant to Section 19(b)(1) 1 of the the governing documents of the
including the validity of the Securities Exchange Act of 1934 Exchange’s national securities exchange
methodology and assumptions used; (‘‘Act’’) 2 and Rule 19b–4 thereunder,3 affiliates 4 and parent companies; and
3. Enhance the quality, utility, and notice is hereby given that on November (2) make clarifying and updating
clarity of the information to be 20, 2018, NYSE National, Inc. changes.
collected; and (‘‘Exchange’’ or ‘‘NYSE National’’) filed
with the Securities and Exchange The Exchange is owned by NYSE
4. Minimize the burden of the Group, Inc. (‘‘NYSE Group’’), which in
collection of information on those who Commission (‘‘Commission’’) the
proposed rule change as described in turn is indirectly wholly owned by
are to respond, including through the NYSE Holdings LLC (‘‘NYSE
use of appropriate automated, Items I, II, and III below, which Items
have been prepared by the Exchange. Holdings’’). NYSE Holdings is a wholly
electronic, mechanical, or other owned subsidiary of Intercontinental
technological collection techniques or The Commission is publishing this
notice to solicit comments on the Holdings, Inc. (‘‘ICE Holdings’’), which
other forms of information technology, is in turn wholly owned by the
e.g., permitting electronic submissions proposed rule change from interested
persons. Intercontinental Exchange, Inc.
of responses. (‘‘ICE’’).5
SF 3104, Application for Death I. Self-Regulatory Organization’s
Benefits under the Federal Employees Statement of the Terms of Substance of The Exchange operates as a separate
Retirement System, is needed to collect the Proposed Rule Change self-regulatory organization and has
information so that OPM can pay death rules and membership rosters distinct
The Exchange proposes to amend its from the rules and membership rosters
benefits to the survivor of Federal certificate of incorporation and bylaws
employees and annuitants. SF 3104B, of the other NYSE Group Exchanges. At
to (1) harmonize certain provisions the same time, however, the Exchange
Documentation in Support of thereunder with similar provisions in
Application for Death Benefits When believes it is important for each of the
the governing documents of the NYSE Group Exchanges to have a
Deceased Was an Employee at the Time Exchange’s national securities exchange
of Death, is needed for deaths in service consistent approach to corporate
affiliates and parent companies; and (2) governance in certain matters, to
so that survivors can make the needed make clarifying and updating changes.
elections regarding health benefits, simplify complexity and create greater
The proposed rule change is available
military service and payment of the on the Exchange’s website at 4 The Exchange has four registered national
death benefit. www.nyse.com, at the principal office of securities exchange affiliates: NYSE Arca, Inc.
Analysis the Exchange, and at the Commission’s (‘‘NYSE Arca’’), New York Stock Exchange LLC
Public Reference Room. (‘‘NYSE’’), NYSE American LLC (‘‘NYSE
Agency: Retirement Operations, American’’), and Chicago Stock Exchange, Inc.
Retirement Services, Office of Personnel II. Self-Regulatory Organization’s (‘‘CHX’’ and together with the Exchange, NYSE
Management. Statement of the Purpose of, and Arca, NYSE American, and NYSE, the ‘‘NYSE
Group Exchanges’’). CHX has filed to change its
Title: Application for Death Benefits Statutory Basis for, the Proposed Rule name to NYSE Chicago, Inc. See Exchange Act
under the Federal Employees Change Release No. 84494 (October 26, 2018) (SR–CHX–
Retirement System and Documentation In its filing with the Commission, the 2018–05) (‘‘NYSE Chicago Release’’) (notice of filing
& Elections in Support of Application and immediate effectiveness of proposal to reflect
self-regulatory organization included name changes of the Exchange and its direct parent
for Death Benefits When Deceased Was statements concerning the purpose of, company and to amend certain corporate
an Employee at the Time of Death. and basis for, the proposed rule change governance provisions). The rule changes set forth
OMB Number: 3206–0172. and discussed any comments it received in the NYSE Chicago Release will become operative
Frequency: On occasion. upon the Second Amended and Restated Certificate
on the proposed rule change. The text of Incorporation of Chicago Stock Exchange, Inc.
Affected Public: Individuals or of those statements may be examined at (‘‘NYSE Chicago Certificate’’) becoming effective
households. the places specified in Item IV below. pursuant to its filing with the Secretary of State of
Number of Respondents: SF 3104 = The Exchange has prepared summaries, the State of Delaware.
5 See Exchange Act Release No. 79902 (January
12,734 and SF 3104B = 4,017.
30, 2017), 82 FR 9258 (February 3, 2017) (SR–NSX–
Estimated Time per Respondent: 60 1 15 U.S.C. 78s(b)(1). 2016–16) (order approving proposed rule change in
minutes. 2 15 U.S.C. 78a. connection with proposed acquisition of the
Total Burden Hours: 16,751 hours. 3 17 CFR 240.19b–4. Exchange by NYSE Group, Inc.).
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consistency among the NYSE Group reflect that the legal name of the ‘‘Delaware’’ with ‘‘the State of
Exchanges.6 Exchange is not entirely in capital Delaware.’’
Because the Exchange is a Delaware letters.
corporation, most of the proposed Date
changes are based on the governing Article SECOND and Certificate of
The Exchange proposes to update the
documents of CHX, which is also a Change of Registered Agent and/or
date in the final paragraph.
Delaware corporation, and NYSE Arca, Registered Office
which is a Delaware non-stock Proposed Amendments to the Exchange
In a non-substantive change, the
corporation, as the most comparable Bylaws
Exchange proposes to update the
NYSE Group Exchanges.7 The proposed address of the registered office and The Exchange proposes to amend the
Exchange Certificate and Exchange name of the registered agent, as Exchange Bylaws as follows.
Bylaws reflect the expectation that the previously filed, and, because such
Exchange will continue to be operated Conforming Changes
address and office are no longer the
with a governance structure initial address and office, delete the In non-substantive changes, the
substantially similar to that of other word ‘‘initial’’ from the provision. The Exchange proposes to delete the cover
NYSE Group Exchanges, primarily CHX Exchange also proposes to delete the page and table of contents of the
and NYSE Arca. ‘‘Certificate of Change of Registered Exchange Bylaws, and amend the title to
The other changes described herein Agent and/or Registered Office.’’ 9 reflect that the proposed Exchange
would become operative upon the Bylaws are the ‘‘Sixth Amended and
Exchange Certificate becoming effective Article FIFTH
Restated Bylaws of NYSE National,
pursuant to its filing with the Secretary Current paragraph (b) of Article Inc.’’
of State of the State of Delaware. FIFTH (Removal of Directors) provides
The proposed amendments described that any director may be removed from Article III (Board of Directors)
below are primarily based on the office by a vote of the stockholders at Section 3.6 (Vacancies): Section
Second Amended and Restated any time with or without cause, except 3.6(a)(i) provides that any vacancy on
Certificate of Incorporation of Chicago that Non-Affiliated Directors, as defined the Board may be filled by the Chairman
Stock Exchange, Inc. (‘‘NYSE Chicago in the Exchange Bylaws, may only be of the Board, subject to the approval by
Certificate’’), the Second Amended and removed for cause. The Exchange a majority of the directors then in office,
Restated By-Laws of NYSE Chicago, Inc. proposes to amend the definition of and that any vacancy will be filled with
(‘‘NYSE Chicago Bylaws’’),8 and the ‘‘cause’’ to provide that the list set forth a person who satisfies the classification
Amended and Restated Bylaws of NYSE in the provision is inclusive. The associated with the vacant seat.
Arca, Inc. (‘‘NYSE Arca Bylaws’’). In Exchange notes that the revised In an administrative change, the
addition, the amendments to the provision would be consistent with Exchange proposes to add that that the
indemnification provisions are based on Article FIFTH(b) of the NYSE Chicago stockholders may also fill any vacancy,
the Eighth Amended and Restated Certificate.10 and those vacancies resulting from
Bylaws of Intercontinental Exchange, removal from office by a vote of the
Inc. (‘‘ICE Bylaws’’) and the Sixth Article EIGHTH
stockholders for cause may be filled by
Amended and Restated Bylaws of In a non-substantive change, the a vote of the stockholders at the same
Intercontinental Exchange Holdings, Exchange proposes to correct a meeting at which such removal occurs.
Inc. (‘‘ICE Holdings Bylaws’’). typographical error in the title of Article Because, under Section 3.2(a), the
Proposed Amendments to the Exchange EIGHTH, correcting ‘‘Liabilitv’’ with stockholders determine the number of
Certificate ‘‘Liability’’. directors, a new directorship may be
The Exchange proposes to amend the Article NINTH created. Accordingly, the Exchange
Exchange Certificate as follows. proposes to add to Section 3.6(a)(i) that
In a non-substantive change, the any newly created directorship will be
Introductory Paragraph Exchange proposes to amend Article filled with a person who satisfies the
In a non-substantive change, the NINTH to replace a reference to classification associated with the seat.
Exchange proposes to delete the The first two sentences of the
9 See Exchange Act Release No. 82925 (March 22,
sentence stating ‘‘[t]he Certificate of amended paragraph would be as follows
2018), 83 FR 13165 (March 27, 2018) (SR–
Incorporation was restated on June 29, NYSENAT–2018–04).
(additions italicized):
2006, December 30, 2011, and February 10 See NYSE Chicago Release, supra note 4, at 14. Notwithstanding any provision herein
18, 2015.’’ See also Eighth Amended and Restated Bylaws of to the contrary, any vacancy in the
Cboe BZX Exchange, Inc. (‘‘Cboe BZX Bylaws’’), Board, however occurring, including a
Article FIRST Section 3.4(c) (providing that ‘‘[n]o Representative
Director may be removed from office by a vote of
vacancy resulting from an increase in
In a non-substantive change, the the stockholders at any time except for cause, the number of the directors, may be
Exchange proposes to replace ‘‘NYSE which shall include, but not limited to, (i) a breach filled (i) by the Chairman of the Board,
NATIONAL, INC.’’ with ‘‘NYSE of a Representative Director’s duty of loyalty to the subject to the approval by a majority of
National, Inc.’’ in Article FIRST, to Corporation or its stockholders, (ii) acts or
omissions not in good faith or which involve
the directors then in office, or (ii) by
intentional misconduct or a knowing violation of action taken by the stockholders of the
6 See NYSE Chicago Release, supra note 4, at 3. law, (iii) transactions from which a Representative Exchange, and those vacancies resulting
7 The other NYSE Group Exchanges, NYSE and Director derived an improper personal benefit, or from removal from office by a vote of the
NYSE American, are limited liability companies (iv) a failure of a Representative Director to be free
organized under New York and Delaware limited from a statutory disqualification (as defined in
stockholders for cause may be filled by
liability company law, respectively. Section 3(a)(39) of the Act)’’) (emphasis added; a vote of the stockholders at the same
8 The NYSE Chicago Certificate and NYSE NYSE Operating Agreement, Article II, Section meeting at which such removal occurs.
Chicago Bylaws have been filed with the SEC, and 2.03(l) (providing that cause ‘‘shall include, without Any vacancy or newly-created
will become operative when the NYSE Chicago limitation, the failure of [a] Director to be free of
Certificate becomes effective pursuant to its filing any statutory disqualification . . .’’); and NYSE
directorship will be filled with a person
with the Secretary of State of the State of Delaware. American Operating Agreement, Article II, Section who satisfies the classification (e.g.,
See NYSE Chicago Release, supra note 4, at 4. 2.03(l) (same). public) associated with the vacant seat.
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![Federal Register / Vol. 83, No. 229 / Wednesday, November 28, 2018 / Notices 61179
The change would be consistent with reducing the minimum notice consistent with the NYSE Chicago
clause (ii) of Article II, Section 5 of the requirement to one day is reasonable as Bylaws.15
NYSE Chicago Bylaws, which was it would facilitate the Board meeting
Article IV (Stockholders)
amended at the time of its acquisition quickly.
by ICE.11 Paragraph (b) of Section 3.10 requires Sections 4.1 (Annual Meeting), 4.2
Section 3.7 (Removal): Section 3.7 the person calling a special meeting to (Special Meetings), and 4.4 (Quorum
provides that any director may be fix the time and place at which the and Vote Required for Action): Among
removed from office by a vote of the meeting will be held, and deems notice other provisions, Sections 4.1 and 4.2
stockholders at any time with or to be given five business days after set forth the notice requirements for
without cause, except that non-affiliated deposit in the United States mail. In an annual and special meetings of
directors may only be removed for administrative change, the Exchange stockholders. Section 4.4 sets forth the
cause. The Exchange proposes to amend proposes to: quorum and voting requirements. For
the definition of ‘‘cause’’ to provide that the reasons set forth above, the
the list set forth in the provision is • Eliminate the requirement that the
person calling the special meeting fix Exchange proposes to make the
inclusive, by replacing ‘‘mean only’’ following administrative changes to the
with ‘‘include.’’ As a result of the the time and place of the meeting, as
Article III, Section 3.8 already addresses provisions:
proposed amendment, the definition of
‘‘cause’’ would be substantially similar the place and mode of Board meetings; • The Exchange proposes to add
to the definition in Article FIFTH(b) of • state that notice may be given by ‘‘[e]xcept as otherwise provided by
the NYSE Chicago Certificate. written, electronic or telephonic means; law,’’ before the sentences in Sections
In a non-substantive change, the and 4.1 and 4.2 that set forth the written
Exchange proposes to amend clause (iii) • reduce the period for deemed notice notice requirements.16
to replace a reference to ‘‘Delaware’’ of mailed notice from five to two • In Section 4.4, the Exchange
with ‘‘the State of Delaware.’’ business days. proposes to replace ‘‘statute’’ with
Section 3.9 (Regular Meetings): The changes would be consistent with ‘‘law’’ in paragraph (a) and ‘‘Statute’’
Section 3.9 specifies that regular with ‘‘General Corporation Law of the
Article II, Section 9(b) of the NYSE
meetings may be held, with or without State of Delaware’’ in paragraph (b).
Chicago Bylaws.
notice, at such time or place as the The changes would be consistent with
Board may specify in a resolution. The Sections 3.11 (Voting; Quorum and
Action by the Board) and 3.14 (Action the NYSE Chicago Bylaws.17
Exchange proposes an administrative
change to eliminate the requirement for in Lieu of Meeting): Section 3.11 Section 4.3 (List of Stockholders):
a Board resolution. The change would provides that the presence of a majority Section 4.3 provides that the Secretary
be consistent with the governing of the directors then in office shall or a designated person shall have charge
documents of the other NYSE Group constitute a quorum for Board meetings. of the stock ledger of the Exchange and,
Exchanges, which do not require a Section 3.14 provides that, unless before every stockholder meeting, shall
board resolution in order to call a otherwise restricted by statute, the prepare a list of stockholders entitled to
meeting.12 Exchange Certificate or the Exchange vote. In an administrative change, the
Section 3.10 (Special Meetings): By-Laws, action may be taken without a Exchange proposes to amend the
Paragraph (a) of Section 3.10 permits meeting if certain procedural provision such that, as permitted by
special meetings of the Board to be requirements are met. The Exchange Section 219(a) of the DGCL, the
called on two days’ notice to each proposes to make the following ‘‘Exchange’’ keeps the ledger and
Director by the Chairman or the Chief administrative changes to the prepares the list of stockholders.18 The
Executive Officer, or by the Secretary provisions: change would be consistent with Article
upon the request of any three Directors. • In Section 3.11, the Exchange III, Section 4 of the NYSE Chicago
In an administrative change, The proposes to clarify that the proposed Bylaws.19
Exchange proposes to reduce the quorum requirement would apply Section 4.6 (Action in Lieu of
minimum notice requirement from two ‘‘[e]xcept as otherwise required by Meeting): Section 4.6 permits
days to one day, consistent with Article law’’ 14 and to change a reference to stockholder action to be taken by
II, Section 9(a) of the NYSE Chicago ‘‘statute’’ with ‘‘law.’’ written consent and provides certain
Bylaws.13 The Exchange believes that • In Section 3.14, the Exchange requirements related to such written
proposes to replace ‘‘restricted by consent. In an administrative change,
11 See Exchange Act Release No. 83635 (July 13,
statute’’ with ‘‘provided by law.’’ the Exchange proposes to amend the
2018), 83 FR 34182 (July 19, 2018) (SR–CHX–2018– provisions to permit stockholder action
004), and Partial Amendment No. 2 to SR–CHX– The change to add an exception to
2018–004 (June 11, 2018). to be taken by written consent and to
Section 3.11 would allow the written
12 See NYSE Arca Bylaws, Article III, Section the extent provided by the DGCL, but
notice to be consistent with both
3.05; NYSE Chicago Bylaws, Article II, Section 8; only if the matter to be voted upon were
NYSE Operating Agreement, Article II, Section applicable law and the Exchange
approved by the Board and the Board
2.03(c); and NYSE American Operating Agreement, Bylaws, should applicable law set forth
had directed that the matter be brought
Article II, Section 2.03(c). specific requirements that differ from
13 See NYSE Chicago Release, supra note 4, at 24. before the stockholders. The amended
the Bylaw provision. The Exchange
One day of notice would be consistent with the provision would be substantially similar
bylaws of other national securities exchanges. See
proposes to change ‘‘statute’’ to ‘‘law,’’
NYSE Operating Agreement, Article II, Section as the latter is a broader term, which 15 See NYSE Chicago Bylaws, Article II, Sections
2.03(c) (requiring 12 or 24 hours of notice, with the includes non-statutory law, such as 10 and 13; and NYSE Chicago Release, supra note
exception of mailed notice); NYSE American common law. The changes would be 4, at 26–27.
Operating Agreement, Article II, Section 2.03(c) 16 See Del. Code tit. 8, § 222.
(requiring 12 or 24 hours of notice, with the
17 See NYSE Chicago Bylaws, Article III, Sections
exception of mailed notice); Cboe BZX Bylaws, Nasdaq, Inc., Article IV, Section 4.12 (requiring that
Section 3.11 (requiring 24 hours of notice); Tenth notice be sent no later than ‘‘the day before the day’’ 1, 2, and 5(b); and NYSE Chicago Release, supra
Amended and Restated Bylaws of Cboe Exchange, of the meeting, with the exception of mailed note 4, at 29–31.
Inc. (‘‘Cboe Exchange Bylaws’’), Section 3.11 notice). 18 Del. Code tit. 8, § 219(a).
(requiring 24 hours of notice); and Bylaws of 14 See, e.g. DCGL Section 141(b). 19 See NYSE Chicago Release, supra note 4, at 30.
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![61180 Federal Register / Vol. 83, No. 229 / Wednesday, November 28, 2018 / Notices
to Article III, Section 7 of the NYSE with the Exchange Bylaws’ obligations to the Exchange or any other
Chicago Bylaws.20 terminology.26 The proposed text willful and deliberate breach in bad
follows: faith of such person’s duty to the
Article V (Committees)
(a) The Exchange shall, to the fullest Exchange or its stockholders.
Section 5.2 (Appointment; Vacancies; extent permitted by law, as those laws (c) The foregoing provisions of this
and Removal): Section 5.2(b) provides may be amended and supplemented Section 7.1 shall be deemed to be a
that any vacancy in a Board committee from time to time, indemnify any contract between the Exchange and each
shall be filled by the Chief Executive director or officer made, or threatened to director or officer who serves in such
Officer with the approval of the Board. be made, a party to any action, suit or capacity at any time while this bylaw is
Consistent with the DGCL and Article proceeding, whether criminal, civil, in effect, and any repeal or modification
IV, Section 2(b) of the NYSE Chicago administrative or investigative, by thereof shall not affect any rights or
Bylaws,21 the Exchange proposes to reason of being a director or officer of obligations then existing with respect to
provide that only the Board can fill a the Exchange or a predecessor any state of facts then or theretofore
vacancy in a Board committee. corporation or, at the Exchange’s existing or any action, suit or
Section 5.6 (Regulatory Oversight request, a director, officer, partner, proceeding theretofore or thereafter
Committee): Section 5.6 establishes the member, employee or agent of another brought based in whole or in part upon
powers and responsibilities of the corporation or other entity; provided, any such state of facts. The rights
Regulatory Oversight Committee, and is however, that the Exchange shall provided to any person by this bylaw
substantially the same as the related indemnify any director or officer in shall be enforceable against the
provisions in the governing documents connection with a proceeding initiated Exchange by such person, who shall be
of the other NYSE Group Exchanges. 22 by such person only if such proceeding presumed to have relied upon it in
Among other things, the provision states was authorized in advance by the Board serving or continuing to serve as a
that ‘‘[t]he Board may, on affirmative of Directors of the Exchange. The director or officer or in such other
vote of a majority of directors, at any indemnification provided for in this capacity as provided above.
time remove a member of the ROC for Section 7.1 shall: (i) Not be deemed (d) The Board of Directors in its
cause.’’ The Exchange proposes to add exclusive of any other rights to which discretion shall have power on behalf of
language clarifying that the majority those indemnified may be entitled the Exchange to indemnify any person,
affirmative vote requirement is based on under any bylaw, agreement or vote of other than a director or officer, made or
the ‘‘directors then in office,’’ as stockholders or disinterested directors threatened to be made a party to any
opposed to total number of seats on the or otherwise, both as to action in their action, suit or proceeding, whether
Board. The change would be consistent criminal, civil, administrative or
official capacities and as to action in
with Article IV, Section 6 of the NYSE investigative, by reason of the fact that
another capacity while holding such
Chicago Bylaws.23 such person, or his or her testator or
office; (ii) continue as to a person who
Article VII (Indemnification) has ceased to be a director or officer; intestate, is or was an officer, employee
and (iii) inure to the benefit of the heirs, or agent of the Exchange or, at the
Current Article VII includes Exchange’s request, is or was serving as
provisions related to indemnification by executors and administrators of an
indemnified person. a director, officer, partner, member,
the Exchange. As a wholly-owned employee or agent of another
subsidiary of ICE, the Exchange believes (b) Expenses incurred by any such
person in defending a civil or criminal corporation or other entity.
it appropriate to harmonize the (e) To assure indemnification under
Exchange’s indemnification provisions action, suit or proceeding by reason of
this Section 7.1 of all directors, officers,
with those of ICE and the Exchange’s the fact that he is or was a director or
employees and agents who are
intermediate holding company, ICE officer of the Exchange (or was serving
determined by the Exchange or
Holdings.24 The same change was made at the Exchange’s request as a director,
otherwise to be or to have been
to Article VI of the NYSE Chicago officer, partner, member, employee or
‘‘fiduciaries’’ of any employee benefit
Bylaws.25 agent of another corporation or other
plan of the Exchange that may exist
Accordingly, the Exchange proposes entity) shall be paid by the Exchange in
from time to time, Section 145 of the
to delete the text of Section 7.1 advance of the final disposition of such
Delaware General Corporation Law
(Indemnification) in its entirety and action, suit or proceeding upon receipt
shall, for the purposes of this Section
replace it with proposed text that is of an undertaking by or on behalf of 7.1, be interpreted as follows: An ‘‘other
substantially similar to the CHX, ICE such director or officer to repay such enterprise’’ shall be deemed to include
and ICE Holdings provisions, with the amount if it shall ultimately be such an employee benefit plan,
exception of changes to be consistent determined that he or she is not entitled including without limitation, any plan
to be indemnified by the Exchange as of the Exchange that is governed by the
20 See id., at 31–32. authorized by law. Notwithstanding the Act of Congress entitled ‘‘Employee
21 See Del. Code tit. 8, § 141(c)(1). foregoing, the Exchange shall not be Retirement Income Security Act of
22 See NYSE Arca Rule 3.3; NYSE Operating required to advance such expenses to a 1974,’’ as amended from time to time;
Agreement, Article II, Section 2.03(h)(ii); NYSE person who is a party to an action, suit
American Operating Agreement, Article II, Section the Exchange shall be deemed to have
2.03(h)(ii); NYSE Chicago Bylaws, Article IV,
or proceeding brought by the Exchange requested a person to serve an employee
Section 6. and approved by a majority of the Board benefit plan where the performance by
23 See NYSE Chicago Release, supra note 4, at 35. of Directors of the Exchange that alleges such person of his duties to the
The Exchange understands that NYSE, NYSE willful misappropriation of corporate Exchange also imposes duties on, or
American, and NYSE Arca propose to file similar assets by such person, disclosure of
changes to their respective ROC provisions. otherwise involves services by, such
24 See ICE Bylaws, Article X, Section 10.6, and
confidential information in violation of person to the plan or participants or
ICE Holdings Bylaws, Article X, Section 10.6. such person’s fiduciary or contractual beneficiaries of the plan; excise taxes
25 See NYSE Chicago Release, supra note 4, at 41.
assessed on a person with respect to an
The Exchange understands that NYSE, NYSE 26 For example, proposed Section 7.1 uses
American, and NYSE Arca propose to file similar ‘‘officer’’ instead of ‘‘Senior Officers,’’ ‘‘Exchange’’
employee benefit plan pursuant to such
changes to their respective indemnification instead of ‘‘Corporation,’’ and ‘‘Section 7.1’’ instead Act of Congress shall be deemed
provisions. of ‘‘Section 10.6.’’ ‘‘fines.’’
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![Federal Register / Vol. 83, No. 229 / Wednesday, November 28, 2018 / Notices 61181
Article IX (Certificates of Stock and the Board to revoke such voting power Exchange will continue to operate as a
Their Transfer) or constitute another officer with such separate self-regulatory organization and
Section 9.1 (Form and Execution of voting power. The change would be to have rules and membership rosters
Certificates): Section 9.1 provides consistent with Article X, Section 4 of distinct from the rules and membership
requirements related to the execution of the NYSE Chicago Bylaws.30 rosters of the other NYSE Group
stockholder certificates. The Exchange Exchanges.
2. Statutory Basis The Exchange also believes that the
proposes to amend the requirements to
The Exchange believes that the greater consistency among the governing
provide that the certificate may be
proposed rule change is consistent with documents of the NYSE Group
signed by ‘‘any two authorized officers,’’
Section 6(b) of the Exchange Act,31 in Exchanges, ICE and ICE Holdings would
instead of listing the specific officers
general, and furthers the objectives of promote the maintenance of a fair and
authorized to execute a certificate,
Section 6(b)(1) 32 in particular, in that it orderly market, the protection of
which better reflects the requirements of
enables the Exchange to be so organized investors and the protection of the
Section 158 of the DGCL.27 The change
as to have the capacity to be able to public interest. Indeed, the proposed
would be consistent with Article VIII,
carry out the purposes of the Exchange amendments would make the corporate
Section 1 of the NYSE Chicago
Act and to comply, and to enforce requirements and administrative
Bylaws.28
Article XI (General Provisions) compliance by its exchange members processes relating to the Board, Board
Section 11.2 (Dividends): Section 11.2 and persons associated with its committees, officers, stockholders, and
permits the Board to declare dividends. exchange members, with the provisions other corporate matters more similar to
The Exchange proposes to replace the of the Exchange Act, the rules and those of the NYSE Group Exchanges, in
phrase ‘‘[s]ubject to any provisions of regulations thereunder, and the rules of particular CHX and NYSE Arca, which
any applicable statute,’’ which qualifies the Exchange. The Exchange also have been established as fair and
the Board’s authority to issue dividends, believes that the proposed rule change designed to protect investors and the
with ‘‘[s]ubject to any applicable law’’ is consistent with Section 6(b)(5) of the public interest.34
so as to eliminate redundant language Exchange Act,33 in that it is designed to The proposed amendments to clarify
and clarify that proposed Section 11.2 prevent fraudulent and manipulative the meaning of certain provisions of the
would be subject to any non-statutory acts and practices, to promote just and Exchange Certificate and the Exchange
law, such as common law. The change equitable principles of trade, to foster Bylaws, to better comport certain
would be consistent with Article X, cooperation and coordination with provisions with the DGCL and to effect
Section 2 of the NYSE Chicago persons engaged in facilitating non-substantive changes would
Bylaws.29 transactions in securities, to remove facilitate the Exchange’s continued
Section 11.4 (Subsidiaries): Section impediments to and perfect the compliance with the Exchange
11.4 authorizes the Board to constitute mechanism of a free and open market Certificate and Bylaws and applicable
any officer of the Exchange to vote the and a national market system and, in law, which would further enable the
stock of any subsidiary corporation on general, to protect investors and the Exchange to be so organized as to have
behalf of the Exchange. In an public interest. the capacity to be able to carry out the
administrative change, the Exchange The Exchange believes that the purposes of the Exchange Act and to
proposes to add a second sentence proposed amendments to harmonize comply, and to enforce compliance by
stating that ‘‘[i]n the absence of specific certain provisions of the Exchange its exchange members and persons
action by the Board of Directors, the Certificate and Bylaws with similar associated with its exchange members,
Chief Executive Officer and Secretary of provisions of the governing documents with the provisions of the Exchange Act,
the Exchange shall have authority to of other NYSE Group Exchanges, ICE the rules and regulations thereunder,
represent the Exchange and to vote, on and ICE Holdings would contribute to and the rules of the Exchange. Such
behalf of the Exchange, the securities of the orderly operation of the Exchange amendments would also remove
other corporations, both domestic and and would enable the Exchange to be so impediments to and perfects the
foreign, held by the Exchange.’’ organized as to have the capacity to mechanism of a free and open market by
The Exchange believes that permitting carry out the purposes of the Exchange removing confusion that may result
the Secretary of the Exchange to act on Act and comply with the provisions of from corporate governance provisions
behalf of the Exchange pursuant to the Exchange Act by its members and that are either unclear or inconsistent
proposed Section 4 is appropriate given persons associated with members. For with the governing law.
that the Secretary is frequently tasked to example, the proposed changes would The Exchange also believes that the
execute the Exchange’s actions, create greater conformity between the proposed amendments would remove
especially as it relates to corporate Exchange’s provisions relating to impediments to and perfect the
governance. Under Section 11.4, the stockholders, officers, and stock mechanism of a free and open market by
Board may constitute any officer of the certificates and those of its affiliates, ensuring that persons subject to the
Exchange, which includes the Secretary, particularly CHX and NYSE Arca. The Exchange’s jurisdiction, regulators, and
to vote the stock of any subsidiary of the Exchange believes that such conformity the investing public can more easily
Exchange. The Board has approved the would streamline the NYSE Group navigate and understand the governing
proposed changes to the Bylaws, Exchanges’ corporate processes, create documents. The Exchange further
including the proposed changes to more equivalent governance processes believes that the proposed amendments
Section 11.4. By approving the proposed among them, and also provide clarity to would not be inconsistent with the
changes to Section 11.4, the Board the Exchange’s members, which is public interest and the protection of
granted the Secretary the authority beneficial to both investors and the investors because investors will not be
described therein. Moreover, proposed public interest. At the same time, the harmed and in fact would benefit from
Section 11.4 would continue to permit 34 See NYSE Chicago Release, supra note 4,
30 See id., at 51–52.
Exchange Act Release Nos. 83303 (May 22, 2018),
27 See Del. Code tit. 8, § 158. 31 15 U.S.C. 78f(b). 83 FR 24517 (May 29, 2018) (SR–CHX–2018–004);
28 See NYSE Chicago Release, supra note 4, at 47. 32 15 U.S.C. 78f(b)(1).
and 81419 (August 17, 2017), 82 FR 40044 (August
29 See id., at 51. 33 15 U.S.C. 78f(b)(5). 23, 2017) (SR–NYSEArca–2017–40).
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![61182 Federal Register / Vol. 83, No. 229 / Wednesday, November 28, 2018 / Notices
increased transparency and clarity, including whether the proposed rule DEPARTMENT OF THE TREASURY
thereby reducing potential confusion. change is consistent with the Act.
Comments may be submitted by any of Agency Information Collection
B. Self-Regulatory Organization’s Activities; Submission for OMB
the following methods:
Statement on Burden on Competition Review; Comment Request; Multiple
The Exchange does not believe that Electronic Comments Departmental Offices Information
the proposed rule change will impose • Use the Commission’s internet Collection Requests
any burden on competition that is not comment form (http://www.sec.gov/
necessary or appropriate in furtherance rules/sro.shtml); or AGENCY: Departmental Offices, U.S.
of the purposes of the Exchange Act. • Send an email to rule-comments@ Department of the Treasury.
The proposed rule change is not sec.gov. Please include File Number SR– ACTION: Notice.
intended to address competitive issues NYSENAT–2018–24 on the subject line.
but rather is concerned solely with the SUMMARY: The Department of the
Paper Comments Treasury will submit the following
corporate governance and
administration of the Exchange. • Send paper comments in triplicate information collection requests to the
to Secretary, Securities and Exchange Office of Management and Budget
C. Self-Regulatory Organization’s Commission, 100 F Street NE, (OMB) for review and clearance in
Statement on Comments on the Washington, DC 20549–1090. accordance with the Paperwork
Proposed Rule Change Received From All submissions should refer to File Reduction Act of 1995, on or after the
Members, Participants, or Others Number SR–NYSENAT–2018–24. This date of publication of this notice. The
No written comments were solicited file number should be included on the public is invited to submit comments on
or received with respect to the proposed subject line if email is used. To help the these requests.
rule change. Commission process and review your DATES: Comments should be received on
comments more efficiently, please use or before December 28, 2018 to be
III. Date of Effectiveness of the
only one method. The Commission will assured of consideration.
Proposed Rule Change and Timing for
post all comments on the Commission’s ADDRESSES: Send comments regarding
Commission Action
internet website (http://www.sec.gov/ the burden estimate, or any other aspect
The Exchange has filed the proposed rules/sro.shtml). Copies of the of the information collection, including
rule change pursuant to Section submission, all subsequent suggestions for reducing the burden, to
19(b)(3)(A)(iii) of the Act 35 and Rule amendments, all written statements (1) Office of Information and Regulatory
19b–4(f)(6) thereunder.36 Because the with respect to the proposed rule Affairs, Office of Management and
proposed rule change does not: (i) change that are filed with the Budget, Attention: Desk Officer for
Significantly affect the protection of Commission, and all written Treasury, New Executive Office
investors or the public interest; (ii) communications relating to the Building, Room 10235, Washington, DC
impose any significant burden on proposed rule change between the 20503, or email at OIRA_Submission@
competition; and (iii) become operative Commission and any person, other than OMB.EOP.gov and (2) Treasury PRA
prior to 30 days from the date on which those that may be withheld from the Clearance Officer, 1750 Pennsylvania
it was filed, or such shorter time as the public in accordance with the Ave. NW, Suite 8100, Washington, DC
Commission may designate, if provisions of 5 U.S.C. 552, will be 20220, or email at PRA@treasury.gov.
consistent with the protection of available for website viewing and
investors and the public interest, the FOR FURTHER INFORMATION CONTACT:
printing in the Commission’s Public
proposed rule change has become Copies of the submissions may be
Reference Room, 100 F Street NE,
effective pursuant to Section 19(b)(3)(A) obtained from Jennifer Quintana by
Washington, DC 20549, on official
of the Act and Rule 19b–4(f)(6)(iii) emailing PRA@treasury.gov, calling
business days between the hours of 10
thereunder. (202) 622–0489, or viewing the entire
a.m. and 3 p.m. Copies of the filing also
At any time within 60 days of the information collection request at
will be available for inspection and
filing of such proposed rule change, the www.reginfo.gov.
copying at the principal office of the
Commission summarily may Exchange. All comments received will SUPPLEMENTARY INFORMATION:
temporarily suspend such rule change if be posted without change. Persons
it appears to the Commission that such Departmental Offices (DO)
submitting comments are cautioned that
action is necessary or appropriate in the we do not redact or edit personal 1. Title: Reporting of International
public interest, for the protection of identifying information from comment Capital and Foreign Currency
investors, or otherwise in furtherance of submissions. You should submit only Transactions and Positions
the purposes of the Act. If the information that you wish to make OMB Control Number: 1505–0149.
Commission takes such action, the available publicly. All submissions
Commission shall institute proceedings Type of Review: Extension without
should refer to File Number SR– change of a currently approved
under Section 19(b)(2)(B) 37 of the Act to NYSENAT–2018–24 and should be
determine whether the proposed rule collection.
submitted on or before December 19, Description: 31 CFR part 128
change should be approved or 2018.
disapproved. establishes general guidelines for
For the Commission, by the Division of reporting on U.S. claims on, and
IV. Solicitation of Comments Trading and Markets, pursuant to delegated liabilities to foreigners; on transactions
authority.38 in securities with foreigners; and on
Interested persons are invited to
Brent J. Fields, monetary reserve of the U.S. It also
submit written data, views, and
arguments concerning the foregoing, Secretary. establishes guidelines for reporting on
[FR Doc. 2018–25896 Filed 11–27–18; 8:45 am] the foreign currency of U.S. persons. It
35 15 U.S.C. 78s(b)(3)(A)(iii). BILLING CODE 8011–01–P includes a record keeping requirement
36 17 CFR 240.19b–4(f)(6). in section 128.5.
37 15 U.S.C. 78s(b)(2)(B). 38 17 CFR 200.30–3(a)(12). Form: None.
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Document Created: 2018-11-27 23:48:27
Document Modified: 2018-11-27 23:48:27
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| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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