Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order Granting Approval of a Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To Amend the Definition of “Non-Industry Director” in the By-Laws of The NASDAQ OMX Group, Inc. and The NASDAQ Stock Market LLC, 43812 [E8-17210]
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43812
Federal Register / Vol. 73, No. 145 / Monday, July 28, 2008 / Notices
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–58201; File No. SR–
NASDAQ–2008–043]
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Order
Granting Approval of a Proposed Rule
Change, as Modified by Amendment
No. 1 Thereto, To Amend the Definition
of ‘‘Non-Industry Director’’ in the ByLaws of The NASDAQ OMX Group, Inc.
and The NASDAQ Stock Market LLC
July 21, 2008.
On May 12, 2008, The NASDAQ
Stock Market LLC (‘‘Nasdaq’’ or
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’),1 and Rule 19b–4
thereunder, a proposed rule change to
amend the definition of ‘‘Non-Industry
Director’’ in The NASDAQ OMX Group,
Inc.’s by-laws (‘‘NASDAQ OMX ByLaws’’) and Nasdaq’s by-laws (‘‘Nasdaq
By-Laws’’). On May 28, 2008, Nasdaq
filed Amendment No. 1. The proposed
rule change was published for comment
in the Federal Register on June 9, 2008.2
The Commission received no comments
regarding the proposal. This order
approves the proposed rule change, as
modified by Amendment No. 1.
Nasdaq proposes to amend NASDAQ
OMX By-Laws and Nasdaq By-Laws to
clarify that a director of an issuer of
securities may be considered an ‘‘issuer
representative’’ for purposes of
provisions in these by-laws that require
issuer representation on NASDAQ
OMX’s board of directors (‘‘NASDAQ
OMX Board’’) and Nasdaq’s board of
directors (‘‘Nasdaq Board’’),
respectively.
Section 4.3 of the NASDAQ OMX ByLaws currently provides that the
number of Non-Industry Directors,3
including at least one issuer
representative, must equal or exceed the
number of Industry Directors,4 unless
the NASDAQ OMX Board consists of
ten or more directors, in which case at
least two directors must be issuer
representatives. Likewise, Article III,
Section 2(a) of the Nasdaq By-Laws
provides that the number of NonIndustry Directors,5 including at least
one issuer representative, must equal or
exceed the number of Industry
Directors6 and Member Representative
Directors,7 unless the Nasdaq Board
consists of ten or more directors, in
which case at least two directors shall
be issuer representatives.
The term ‘‘issuer representative,’’
however, is not defined in either the
NASDAQ OMX By-Laws or the Nasdaq
By-Laws. Instead, NASDAQ OMX ByLaws provide that ‘‘Non-Industry
Director’’ means a director who is a
Public Director,8 an officer or employee
of an issuer of securities listed on a
national securities exchange operated by
any Self-Regulatory Subsidiary,9 or any
other individual who would not be an
Industry Director or Industry committee
member. Similarly, Nasdaq By-Laws
provide that ‘‘Non-Industry Director’’
means a director who is a Public
Director,10 an officer or employee of an
issuer of securities listed on the national
securities exchange operated by Nasdaq,
or any other individual who would not
be an Industry Director.
Because these definitions of NonIndustry Director could be construed to
require that an issuer representative
must be an officer or employee of an
issuer but not a director, Nasdaq
proposes to clarify the NASDAQ OMX
By-Laws’ and Nasdaq By-Laws’
definitions of Non-Industry Director to
include a reference to ‘‘director’’ so that
these definitions could not preclude a
director of an issuer from serving as an
issuer representative.
The Commission finds that the
proposed rule change is consistent with
the requirements of the Act and the
rules and regulations thereunder
applicable to a national securities
exchange.11 In particular, the
Commission finds that the proposed
rule change is consistent with Section
6(b)(3) of the Act,12 which requires that
the rules of the exchange assure a fair
representation of its members in the
selection of its directors and
administration of its affairs and provide
that one or more directors shall be
representative of issuers and investors
and not be associated with a member of
the exchange, broker, or dealer. The
Commission believes that the proposed
rule change is appropriate, because it
would clarify that the director of a
Nasdaq issuer could serve as an issuer
representative on the NASDAQ OMX
Board and Nasdaq Board.
Article I(q), Nasdaq By-Laws.
Article I(n), NASDAQ OMX By-Laws.
9 See Article I(o), NASDAQ OMX By-Laws.
10 See Article I(y), Nasdaq By-Laws.
11 In approving this proposed rule change, the
Commission has considered the proposed rule’s
impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
12 15 U.S.C. 78f(b)(5).
jlentini on PROD1PC65 with NOTICES
U.S.C. 78s(b)(1).
2 See Securities Exchange Act Release No. 57911
(June 3, 2008), 73 FR 32615.
3 See Article I(m), NASDAQ OMX By-Laws.
4 See Article I(j), NASDAQ OMX By-Laws.
5 See Article I(v), Nasdaq By-Laws.
6 See Article I(l), Nasdaq By-Laws.
VerDate Aug<31>2005
18:35 Jul 25, 2008
Jkt 214001
PO 00000
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.14
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8–17210 Filed 7–25–08; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–58203; File No. SR–
NYSEArca–2008–57]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Order Granting Approval of
a Proposed Rule Change Amending
NYSE Arca Rule 5.3 and Rule 5.4 To
Enable the Listing and Trading of
Options on Index-Linked Securities
July 22, 2008.
On May 29, 2008, NYSE Arca, Inc.
(‘‘NYSE Arca’’ or ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’) a
proposed rule change pursuant to
Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’) 1 and Rule
19b–4 2 thereunder to amend NYSE
Arca Rules 5.3 and 5.4 to list and trade
options on equity index-linked
securities, commodity-linked securities,
currency-linked securities, fixed income
index-linked securities, futures-linked
securities, and multifactor index-linked
securities (collectively referred to as
‘‘Index-Linked Securities’’) 3 that are
principally traded on a national
securities exchange and an ‘‘NMS
stock’’ as defined in Rule 600 of
Regulation NMS.4 The proposed rule
change was published for comment in
the Federal Register on June 18, 2008
for a 21-day comment period.5 The
Commission received no comment
letters regarding the proposal. This
order approves the proposed rule
change.
Index-Linked Securities are designed
for investors who desire to participate in
a specific market segment by providing
exposure to one or more identifiable
underlying securities, commodities,
currencies, derivative instruments or
7 See
8 See
1 15
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,13 that the
proposed rule change (SR–NASDAQ–
2008–043), as modified by Amendment
No. 1, be, and it hereby is, approved.
Frm 00138
Fmt 4703
Sfmt 4703
13 15
U.S.C. 78s(b)(2).
CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 See NYSE Arca Equities Rule 5.2(j)(6).
4 See 17 CFR 242.600(b)(47).
5 See Securities Exchange Act Release No. 57950
(June 11, 2008), 73 FR 34815.
14 17
E:\FR\FM\28JYN1.SGM
28JYN1
]]>Agencies
[Federal Register Volume 73, Number 145 (Monday, July 28, 2008)]
[Notices]
[Page 43812]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-17210]
[[Page 43812]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-58201; File No. SR-NASDAQ-2008-043]
Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order
Granting Approval of a Proposed Rule Change, as Modified by Amendment
No. 1 Thereto, To Amend the Definition of ``Non-Industry Director'' in
the By-Laws of The NASDAQ OMX Group, Inc. and The NASDAQ Stock Market
LLC
July 21, 2008.
On May 12, 2008, The NASDAQ Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder, a
proposed rule change to amend the definition of ``Non-Industry
Director'' in The NASDAQ OMX Group, Inc.'s by-laws (``NASDAQ OMX By-
Laws'') and Nasdaq's by-laws (``Nasdaq By-Laws''). On May 28, 2008,
Nasdaq filed Amendment No. 1. The proposed rule change was published
for comment in the Federal Register on June 9, 2008.\2\ The Commission
received no comments regarding the proposal. This order approves the
proposed rule change, as modified by Amendment No. 1.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ See Securities Exchange Act Release No. 57911 (June 3,
2008), 73 FR 32615.
---------------------------------------------------------------------------
Nasdaq proposes to amend NASDAQ OMX By-Laws and Nasdaq By-Laws to
clarify that a director of an issuer of securities may be considered an
``issuer representative'' for purposes of provisions in these by-laws
that require issuer representation on NASDAQ OMX's board of directors
(``NASDAQ OMX Board'') and Nasdaq's board of directors (``Nasdaq
Board''), respectively.
Section 4.3 of the NASDAQ OMX By-Laws currently provides that the
number of Non-Industry Directors,\3\ including at least one issuer
representative, must equal or exceed the number of Industry
Directors,\4\ unless the NASDAQ OMX Board consists of ten or more
directors, in which case at least two directors must be issuer
representatives. Likewise, Article III, Section 2(a) of the Nasdaq By-
Laws provides that the number of Non-Industry Directors,\5\ including
at least one issuer representative, must equal or exceed the number of
Industry Directors\6\ and Member Representative Directors,\7\ unless
the Nasdaq Board consists of ten or more directors, in which case at
least two directors shall be issuer representatives.
---------------------------------------------------------------------------
\3\ See Article I(m), NASDAQ OMX By-Laws.
\4\ See Article I(j), NASDAQ OMX By-Laws.
\5\ See Article I(v), Nasdaq By-Laws.
\6\ See Article I(l), Nasdaq By-Laws.
\7\ See Article I(q), Nasdaq By-Laws.
---------------------------------------------------------------------------
The term ``issuer representative,'' however, is not defined in
either the NASDAQ OMX By-Laws or the Nasdaq By-Laws. Instead, NASDAQ
OMX By-Laws provide that ``Non-Industry Director'' means a director who
is a Public Director,\8\ an officer or employee of an issuer of
securities listed on a national securities exchange operated by any
Self-Regulatory Subsidiary,\9\ or any other individual who would not be
an Industry Director or Industry committee member. Similarly, Nasdaq
By-Laws provide that ``Non-Industry Director'' means a director who is
a Public Director,\10\ an officer or employee of an issuer of
securities listed on the national securities exchange operated by
Nasdaq, or any other individual who would not be an Industry Director.
---------------------------------------------------------------------------
\8\ See Article I(n), NASDAQ OMX By-Laws.
\9\ See Article I(o), NASDAQ OMX By-Laws.
\10\ See Article I(y), Nasdaq By-Laws.
---------------------------------------------------------------------------
Because these definitions of Non-Industry Director could be
construed to require that an issuer representative must be an officer
or employee of an issuer but not a director, Nasdaq proposes to clarify
the NASDAQ OMX By-Laws' and Nasdaq By-Laws' definitions of Non-Industry
Director to include a reference to ``director'' so that these
definitions could not preclude a director of an issuer from serving as
an issuer representative.
The Commission finds that the proposed rule change is consistent
with the requirements of the Act and the rules and regulations
thereunder applicable to a national securities exchange.\11\ In
particular, the Commission finds that the proposed rule change is
consistent with Section 6(b)(3) of the Act,\12\ which requires that the
rules of the exchange assure a fair representation of its members in
the selection of its directors and administration of its affairs and
provide that one or more directors shall be representative of issuers
and investors and not be associated with a member of the exchange,
broker, or dealer. The Commission believes that the proposed rule
change is appropriate, because it would clarify that the director of a
Nasdaq issuer could serve as an issuer representative on the NASDAQ OMX
Board and Nasdaq Board.
---------------------------------------------------------------------------
\11\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\12\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\13\ that the proposed rule change (SR-NASDAQ-2008-043), as
modified by Amendment No. 1, be, and it hereby is, approved.
---------------------------------------------------------------------------
\13\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
---------------------------------------------------------------------------
\14\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-17210 Filed 7-25-08; 8:45 am]
BILLING CODE 8010-01-P
