Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order Approving Proposed Rule Change, as Modified by Amendment No. 1, To Amend the By-Laws of The NASDAQ OMX Group, Inc., 19436-19437 [2010-8469]

Download as PDF 19436 Federal Register / Vol. 75, No. 71 / Wednesday, April 14, 2010 / Notices Effective Date: 04/07/2010. Physical Loan Application Deadline Date: 06/07/2010. Economic Injury (EIDL) Loan Application Deadline Date: 01/07/2011. ADDRESSES: Submit completed loan applications to: U.S. Small Business Administration, Processing and Disbursement Center, 14925 Kingsport Road, Fort Worth, TX 76155. FOR FURTHER INFORMATION CONTACT: A. Escobar, Office of Disaster Assistance, U.S. Small Business Administration, 409 3rd Street, SW., Suite 6050, Washington, DC 20416 SUPPLEMENTARY INFORMATION: Notice is hereby given that as a result of the Administrator’s disaster declaration, applications for disaster loans may be filed at the address listed above or other locally announced locations. The following areas have been determined to be adversely affected by the disaster: Primary Counties: Davidson, Guilford, Contiguous Counties: North Carolina: Alamance, Davie, Forsyth, Montgomery, Randolph, Rockingham, Rowan, Stanly, Stokes. DATES: The Interest Rates are: srobinson on DSKHWCL6B1PROD with NOTICES For Physical Damage Homeowners With Credit Available Elsewhere ...................... Homeowners Without Credit Available Elsewhere .............. Businesses With Credit Available Elsewhere ...................... Businesses Without Credit Available Elsewhere .............. Non-Profit Organizations With Credit Available Elsewhere ... Non-Profit Organizations Without Credit Available Elsewhere ..................................... For Economic Injury Businesses & Small Agricultural Cooperatives Without Credit Available Elsewhere .............. Non-Profit Organizations Without Credit Available Elsewhere ..................................... SMALL BUSINESS ADMINISTRATION SECURITIES AND EXCHANGE COMMISSION [Disaster Declaration # 12106] [Release No. 34–61876; File No. SR– NASDAQ–2010–025] California Disaster # CA–00153 Declaration of Economic Injury Small Business Administration. Notice. AGENCY: ACTION: SUMMARY: This is a notice of an Economic Injury Disaster Loan (EIDL) declaration for the State of California, dated 04/06/2010. Incident: Severe Winter Storms and Heavy Snow. Incident Period: 01/17/2010 through 02/06/2010. DATES: Effective Date: 04/06/2010. EIDL Loan Application Deadline Date: 01/06/2011. ADDRESSES: Submit completed loan applications to: U.S. Small Business Administration, Processing and Disbursement Center, 14925 Kingsport Road, Fort Worth, TX 76155. FOR FURTHER INFORMATION CONTACT: A. Escobar, Office of Disaster Assistance, U.S. Small Business Administration, 409 3rd Street, SW., Suite 6050, Washington, DC 20416 SUPPLEMENTARY INFORMATION: Notice is hereby given that as a result of the Administrator’s EIDL declaration, Percent applications for economic injury disaster loans may be filed at the address listed above or other locally 5.250 announced locations. The following areas have been 2.625 determined to be adversely affected by 6.000 the disaster: Primary Counties: Siskiyou. 4.000 Contiguous Counties: California: Del Norte, Humboldt, 3.625 Modoc, Shasta, Trinity. Oregon: Jackson, Josephine, Klamath. The Interest Rates are: 3.000 Percent 4.000 3.000 Businesses and Small Agricultural Cooperatives Without Credit Available Elsewhere .................. Non-Profit Organizations Without Credit Available Elsewhere ....... 4.000 3.000 (Catalog of Federal Domestic Assistance Numbers 59002 and 59008) (Catalog of Federal Domestic Assistance Number 59002) Dated: April 7, 2010. Karen G. Mills, Administrator. Dated: April 6, 2010. Karen G. Mills, Administrator. [FR Doc. 2010–8447 Filed 4–13–10; 8:45 am] [FR Doc. 2010–8445 Filed 4–13–10; 8:45 am] BILLING CODE 8025–01–P BILLING CODE 8025–01–P Jkt 220001 PO 00000 Frm 00090 Fmt 4703 Sfmt 4703 On February 24, 2010, The NASDAQ Stock Market LLC (‘‘Nasdaq’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 a proposed rule change to amend the By-Laws of its parent corporation, The NASDAQ OMX Group, Inc. (‘‘NASDAQ OMX’’). The proposed rule change was published for comment in the Federal Register on March 4, 2010.3 The Commission received no comment letters on the proposed rule change. On March 24, 2010, Nasdaq filed Amendment No. 1 to the proposed rule change. Because Amendment No. 1 is technical in nature, the Commission is not publishing it for comment.4 This order approves the proposed rule change, as modified by Amendment No. 1. On behalf of its parent company, Nasdaq proposed to make certain amendments to the NASDAQ OMX ByLaws to modify its direct election procedures set forth in Article IV, Section 4.4 of the NASDAQ OMX ByLaws. Under the existing NASDAQ OMX By-Laws, each director receiving a plurality of the votes at any election of directors at which a quorum is present is duly elected to the Board.5 The NASDAQ OMX Corporate Governance Guidelines, however, provide a different standard for uncontested elections and also set forth additional election U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 61582 (February 25, 2010), 75 FR 9985 (‘‘Notice’’). 4 In Amendment No. 1, Nasdaq noted that the Board of Directors (‘‘Board’’) of NASDAQ OMX originally approved the proposed rule change on December 16, 2009 and, on March 23, 2010 approved a portion of the proposed rule change that had not been previously approved. 5 In the Notice, Nasdaq stated that this is derived from Section 216 of the General Corporation Law of the State of Delaware, which provides that in the absence of the specification in the certificate of incorporation or bylaws of a Delaware corporation (as is the case with NASDAQ OMX), the directors of a Delaware corporation shall be elected by a plurality of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. See Notice, supra note 3. 2 17 The number assigned to this disaster for economic injury is 121060. The States which received an EIDL Declaration # are California and Oregon 17:27 Apr 13, 2010 April 8, 2010 1 15 The number assigned to this disaster for physical damage is 12112 C and for economic injury is 12113 0. The State which received an EIDL Declaration # is North Carolina VerDate Nov<24>2008 Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order Approving Proposed Rule Change, as Modified by Amendment No. 1, To Amend the By-Laws of The NASDAQ OMX Group, Inc. E:\FR\FM\14APN1.SGM 14APN1 Federal Register / Vol. 75, No. 71 / Wednesday, April 14, 2010 / Notices procedures and practices.6 Nasdaq proposed to amend the NASDAQ OMX’s By-Laws to codify the majority voting standard for uncontested elections contained in the Corporate Governance Guidelines; contested elections would remain subject to the plurality standard. For uncontested elections, Nasdaq proposed to amend Article IV, Section 4.4 of the NASDAQ OMX By-Laws to impose a majority voting standard, instead of the plurality voting standard, that would require directors to be elected by the holders of a majority of the votes cast at any meeting for the election of directors at which a quorum is present. However, because a director holds office until his or her successor is duly elected and qualified, any incumbent director-nominee who fails to receive the requisite vote would not automatically cease to be a director. Instead, NASDAQ OMX would have such director continue as a ‘‘holdover director’’ until such director’s death, resignation or removal, or until his or her successor is duly elected and qualified. To this end, the proposal also includes a provision that would require any incumbent nominee, as a condition to his or her nomination for election, to submit in writing an irrevocable resignation, the effectiveness of which would be conditioned upon the director’s failure to receive the requisite vote in any uncontested election and the Board’s acceptance of the resignation. The resignation would be considered by the Nominating & Governance Committee and acted upon by the Board in the same manner as a resignation tendered under current rules.7 Acceptance of that resignation by the Board would be in accordance with the policies and procedures adopted by the Board for such purpose.8 After careful review, 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.9 In particular, the Commission finds that the proposed rule change is consistent with Section 6(b)(1) of the Act,10 which requires an exchange to be so organized and have the capacity to carry out the purposes of the Act and to comply and to enforce compliance by its members and persons associated with its members with the Act. The Commission also finds that the proposed rule change is consistent with Section 6(b)(5) of the Act,11 which requires that the rules of the exchange be designed, among other things, to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, 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. The Commission believes that the proposed rule change to amend the NASDAQ OMX By-Laws to adopt a majority vote standard for uncontested elections is consistent with the Act. The Commission believes that the proposed rule change is designed to allow the members of NASDAQ OMX’s Board of Directors to be elected in a manner that closely reflects the desires of its shareholders, while also providing a process for addressing the circumstance when a director fails to receive a majority of votes in an uncontested election.12 The Commission notes that Nasdaq explained that the process for contested elections is to remain unchanged because if a majority voting standard were to apply in a contested election, the likelihood of a ‘‘failed election’’ (i.e., a situation in which no director receives the requisite vote) would be more pronounced. It is therefore ordered, pursuant to Section 19(b)(2) of the Act, that the proposed rule change (SR–NASDAQ– 2010–025), as modified by Amendment No. 1, be, and it hereby is, approved. 19437 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–61866; File No. SR–ISE– 2010–31] Self-Regulatory Organizations; International Securities Exchange, LLC; Notice of Filing and Order Granting Accelerated Approval to a Proposed Rule Change Relating to the Amounts That Direct Edge ECN, in Its Capacity as an Introducing Broker for Non-ISE Members, Passes Through to Such Non-ISE Members April 7, 2010. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on April 6, 2010, the International Securities Exchange, LLC (the ‘‘Exchange’’ or the ‘‘ISE’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the selfregulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons, and is approving the proposal on an accelerated basis. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to modify the amounts that Direct Edge ECN (‘‘DECN’’), in its capacity as an introducing broker for non-ISE Members, passes through to such nonISE Members. The text of the proposed rule change is available on the Exchange’s Internet Web site at https://www.ise.com. srobinson on DSKHWCL6B1PROD with NOTICES proposed rule change incorporates a modified version of the election procedures and practices contained in the NASDAQ OMX Corporate Governance Guidelines. 7 See NASDAQ OMX By-Law Article IV, Section 4.5. 8 In the Notice, Nasdaq stated that NASDAQ OMX’s policies and procedures pertaining to the acceptance of the resignation of its directors are specified in By-Law Article IV, Section 4.4, and that there are no additional policies and procedures other than the provisions in the By-Laws. See Notice, supra note 3. 9 In approving this proposed rule change, the Commission notes that it has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). VerDate Nov<24>2008 17:27 Apr 13, 2010 Jkt 220001 II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change [FR Doc. 2010–8469 Filed 4–13–10; 8:45 am] 6 The For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.13 Florence E. Harmon, Deputy Secretary. 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 these statements may be examined at the places specified in Item III below. The self-regulatory organization has prepared summaries, set forth in sections A, B and C below, of the most significant aspects of such statements. BILLING CODE 8011–01–P 10 15 U.S.C. 78(b)(1). U.S.C. 78f(b)(5). 12 The Commission notes that Nasdaq represented that the proposed change would not affect NASDAQ OMX’s general election requirements, specifically the voting limitations contained in NASDAQ OMX’s certificate of incorporation. The Commission also notes that Nasdaq represented that if NASDAQ OMX seeks to further amend its ByLaws with respect to director elections, including the adoption of any policies and procedure with respect to such elections, it will file a proposed rule change with the Commission. 13 17 CFR 200.30–3(a)(12). 11 15 PO 00000 Frm 00091 Fmt 4703 Sfmt 4703 1 15 2 17 E:\FR\FM\14APN1.SGM U.S.C. 78s(b)(1). CFR 240.19b–4. 14APN1

Agencies

[Federal Register Volume 75, Number 71 (Wednesday, April 14, 2010)]
[Notices]
[Pages 19436-19437]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-8469]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-61876; File No. SR-NASDAQ-2010-025]


 Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Order Approving Proposed Rule Change, as Modified by Amendment No. 1, 
To Amend the By-Laws of The NASDAQ OMX Group, Inc.

April 8, 2010
    On February 24, 2010, The NASDAQ Stock Market LLC (``Nasdaq'') 
filed with the Securities and Exchange Commission (``Commission''), 
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to 
amend the By-Laws of its parent corporation, The NASDAQ OMX Group, Inc. 
(``NASDAQ OMX''). The proposed rule change was published for comment in 
the Federal Register on March 4, 2010.\3\ The Commission received no 
comment letters on the proposed rule change. On March 24, 2010, Nasdaq 
filed Amendment No. 1 to the proposed rule change. Because Amendment 
No. 1 is technical in nature, the Commission is not publishing it for 
comment.\4\ This order approves the proposed rule change, as modified 
by Amendment No. 1.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 61582 (February 25, 
2010), 75 FR 9985 (``Notice'').
    \4\ In Amendment No. 1, Nasdaq noted that the Board of Directors 
(``Board'') of NASDAQ OMX originally approved the proposed rule 
change on December 16, 2009 and, on March 23, 2010 approved a 
portion of the proposed rule change that had not been previously 
approved.
---------------------------------------------------------------------------

    On behalf of its parent company, Nasdaq proposed to make certain 
amendments to the NASDAQ OMX By-Laws to modify its direct election 
procedures set forth in Article IV, Section 4.4 of the NASDAQ OMX By-
Laws. Under the existing NASDAQ OMX By-Laws, each director receiving a 
plurality of the votes at any election of directors at which a quorum 
is present is duly elected to the Board.\5\ The NASDAQ OMX Corporate 
Governance Guidelines, however, provide a different standard for 
uncontested elections and also set forth additional election

[[Page 19437]]

procedures and practices.\6\ Nasdaq proposed to amend the NASDAQ OMX's 
By-Laws to codify the majority voting standard for uncontested 
elections contained in the Corporate Governance Guidelines; contested 
elections would remain subject to the plurality standard.
---------------------------------------------------------------------------

    \5\ In the Notice, Nasdaq stated that this is derived from 
Section 216 of the General Corporation Law of the State of Delaware, 
which provides that in the absence of the specification in the 
certificate of incorporation or bylaws of a Delaware corporation (as 
is the case with NASDAQ OMX), the directors of a Delaware 
corporation shall be elected by a plurality of the shares present in 
person or represented by proxy at the meeting and entitled to vote 
on the election of directors. See Notice, supra note 3.
    \6\ The proposed rule change incorporates a modified version of 
the election procedures and practices contained in the NASDAQ OMX 
Corporate Governance Guidelines.
---------------------------------------------------------------------------

    For uncontested elections, Nasdaq proposed to amend Article IV, 
Section 4.4 of the NASDAQ OMX By-Laws to impose a majority voting 
standard, instead of the plurality voting standard, that would require 
directors to be elected by the holders of a majority of the votes cast 
at any meeting for the election of directors at which a quorum is 
present. However, because a director holds office until his or her 
successor is duly elected and qualified, any incumbent director-nominee 
who fails to receive the requisite vote would not automatically cease 
to be a director. Instead, NASDAQ OMX would have such director continue 
as a ``holdover director'' until such director's death, resignation or 
removal, or until his or her successor is duly elected and qualified. 
To this end, the proposal also includes a provision that would require 
any incumbent nominee, as a condition to his or her nomination for 
election, to submit in writing an irrevocable resignation, the 
effectiveness of which would be conditioned upon the director's failure 
to receive the requisite vote in any uncontested election and the 
Board's acceptance of the resignation. The resignation would be 
considered by the Nominating & Governance Committee and acted upon by 
the Board in the same manner as a resignation tendered under current 
rules.\7\ Acceptance of that resignation by the Board would be in 
accordance with the policies and procedures adopted by the Board for 
such purpose.\8\
---------------------------------------------------------------------------

    \7\ See NASDAQ OMX By-Law Article IV, Section 4.5.
    \8\ In the Notice, Nasdaq stated that NASDAQ OMX's policies and 
procedures pertaining to the acceptance of the resignation of its 
directors are specified in By-Law Article IV, Section 4.4, and that 
there are no additional policies and procedures other than the 
provisions in the By-Laws. See Notice, supra note 3.
---------------------------------------------------------------------------

    After careful review, 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.\9\ 
In particular, the Commission finds that the proposed rule change is 
consistent with Section 6(b)(1) of the Act,\10\ which requires an 
exchange to be so organized and have the capacity to carry out the 
purposes of the Act and to comply and to enforce compliance by its 
members and persons associated with its members with the Act. The 
Commission also finds that the proposed rule change is consistent with 
Section 6(b)(5) of the Act,\11\ which requires that the rules of the 
exchange be designed, among other things, to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, 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.
---------------------------------------------------------------------------

    \9\ In approving this proposed rule change, the Commission notes 
that it has considered the proposed rule's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
    \10\ 15 U.S.C. 78(b)(1).
    \11\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Commission believes that the proposed rule change to amend the 
NASDAQ OMX By-Laws to adopt a majority vote standard for uncontested 
elections is consistent with the Act. The Commission believes that the 
proposed rule change is designed to allow the members of NASDAQ OMX's 
Board of Directors to be elected in a manner that closely reflects the 
desires of its shareholders, while also providing a process for 
addressing the circumstance when a director fails to receive a majority 
of votes in an uncontested election.\12\ The Commission notes that 
Nasdaq explained that the process for contested elections is to remain 
unchanged because if a majority voting standard were to apply in a 
contested election, the likelihood of a ``failed election'' (i.e., a 
situation in which no director receives the requisite vote) would be 
more pronounced.
---------------------------------------------------------------------------

    \12\ The Commission notes that Nasdaq represented that the 
proposed change would not affect NASDAQ OMX's general election 
requirements, specifically the voting limitations contained in 
NASDAQ OMX's certificate of incorporation. The Commission also notes 
that Nasdaq represented that if NASDAQ OMX seeks to further amend 
its By-Laws with respect to director elections, including the 
adoption of any policies and procedure with respect to such 
elections, it will file a proposed rule change with the Commission.
---------------------------------------------------------------------------

    It is therefore ordered, pursuant to Section 19(b)(2) of the Act, 
that the proposed rule change (SR-NASDAQ-2010-025), as modified by 
Amendment No. 1, be, and it hereby is, approved.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-8469 Filed 4-13-10; 8:45 am]
BILLING CODE 8011-01-P
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