Self-Regulatory Organizations; C2 Options Exchange, Incorporated; Order Approving Proposed Rule Change, as Modified by Amendment No. 1, To Reduce the Minimum Size of the Nominating and Governance Committee, 38231-38232 [2011-16243]
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Federal Register / Vol. 76, No. 125 / Wednesday, June 29, 2011 / Notices
Register or within such longer period (i)
As the Commission may designate up to
90 days of such date if it finds such
longer period to be appropriate and
publishes its reasons for so finding or
(ii) as to which the Exchange consents,
the Commission will:
A. By order approve or disapprove
such proposed rule change, or
B. Institute proceedings to determine
whether the proposed rule change
should be disapproved.
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:
information from submissions. You
should submit only information that
you wish to make publicly available. All
submissions should refer to File
Number SR–BX–2011–034 and should
be submitted on or before July 20, 2011.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.13
Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011–16293 Filed 6–28–11; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–64727; File No. SR–C2–
2011–012]
mstockstill on DSK4VPTVN1PROD with NOTICES
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–BX–2011–034 on the
subject line.
Self-Regulatory Organizations; C2
Options Exchange, Incorporated;
Order Approving Proposed Rule
Change, as Modified by Amendment
No. 1, To Reduce the Minimum Size of
the Nominating and Governance
Committee
Paper Comments
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–BX–2011–034. This file
number should be included on the
subject line if e-mail 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 Web site (https://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 Web site 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 such filing
also will be available for inspection and
copying at the principal office of BX. All
comments received will be posted
without change; the Commission does
not edit personal identifying
I. Introduction
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17:48 Jun 28, 2011
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June 22, 2011.
On April 27, 2011, C2 Options
Exchange, Incorporated (‘‘C2’’ 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,2 a proposed rule change to
reduce the minimum size of the
Nominating and Governance Committee
(‘‘NGC’’) from seven to five. On May 18,
2011, the Exchange filed Amendment
No. 1 to the proposed rule change.3 The
proposed rule change was published for
comment in the Federal Register on
May 10, 2011.4 The Commission
received no comment letters regarding
the proposal. This order approves the
proposed rule change, as modified by
Amendment No. 1.
13 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 At the time C2 submitted the original proposed
rule change, it had not yet obtained formal approval
from its Board of Directors for the specific Bylaw
changes set forth in this proposed rule change. C2
stated that once that approval was obtained, it
would file a technical amendment to its proposed
rule change to reflect that approval. In Amendment
No. 1, the Exchange notes that the C2 Board of
Directors approved the specific Bylaw changes set
forth in SR–C2–2011–012 on May 17, 2011 and
stated that no further action was necessary in
connection with its proposal. Because Amendment
No. 1 is technical in nature, the Commission is not
required to publish it for public comment.
4 See Securities Exchange Act Release No. 64394
(May 4, 2011), 76 FR 27112 (‘‘Notice’’).
1 15
PO 00000
Frm 00124
Fmt 4703
Sfmt 4703
38231
II. Description of the Proposal
C2 is proposing to reduce the
minimum size of its NGC from seven to
five directors. Section 4.4 of the Second
Amended and Restated Bylaws of C2
(‘‘Bylaws’’) currently provides, in
pertinent part, that the NGC shall
consist of at least seven directors,
including both Industry and NonIndustry Directors; that a majority of the
directors on the Committee shall be
Non-Industry Directors; and that the
exact number of members on the
Committee shall be determined from
time to time by C2’s Board of Directors
(the ‘‘Board’’ or ‘‘C2 Board’’). Pursuant
to the proposed rule change, Section 4.4
of the Bylaws would be amended to
provide that the NGC shall consist of at
least five directors. The other provisions
of Section 4.4 of the Bylaws would
remain unchanged.5
In outlining the purpose behind its
proposal, the Exchange noted that the
size of its Board declined from its initial
size of twenty-three to nineteen
directors in 2009 and again to sixteen
directors in 2011.6 As the size of its
Board has declined, the Exchange noted
that it has become more challenging to
populate larger-size Board committees
since there are fewer directors to serve
on a multitude of committees.7 The
Exchange’s proposal to reduce the
minimum size of the NGC is intended
to help address this issue.
III. Discussion
After careful review of the proposal,
the Commission finds that the proposed
rule change, as modified by Amendment
No. 1, is consistent with the
requirements of the Act and the rules
and regulations thereunder applicable to
a national securities exchange.8 In
particular, the Commission finds that
the proposal is consistent with Section
6(b)(1) of the Act,9 which requires a
national securities 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 provisions of
the Act, as well as Section 6(b)(5) of the
5 Additionally, the title of the Bylaws would be
changed to the Third Amended and Restated
Bylaws of C2.
6 Section 3.1 of the Bylaws provides that the C2
Board shall consist of not less than eleven and not
more than twenty-three directors, with the exact
size determined by the Board.
7 See Notice, supra note 4, at 27112.
8 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).
9 15 U.S.C. 78f(b)(1).
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38232
Federal Register / Vol. 76, No. 125 / Wednesday, June 29, 2011 / Notices
Act,10 in that it is designed 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, in general, to protect investors and
the public interest. While the Exchange
has proposed to reduce the minimum
size of the NGC, it has not proposed any
other changes to the composition of the
committee or the scope or exercise of its
responsibilities. In its filing, the
Exchange affirmatively represented that
the NGC ‘‘will continue to be able to
appropriately perform its functions’’
despite the reduction in minimum
required size.11 The Commission further
finds that the proposal, as modified by
Amendment No. 1, is consistent with
the requirements of Section 6(b)(3) of
the Act,12 which requires that one or
more directors of an exchange shall be
representative of issuers and investors
and not be associated with a member of
the exchange, broker or dealer.
In particular, the Commission notes
that the Exchange will continue to
provide for the fair representation of C2
Trading Permit Holders in the selection
of directors and the administration of
the Exchange consistent with Section
6(b)(3) of the Act 13 following this rule
change. Specifically, the C2 Bylaws will
continue to require that at least thirty
percent of the directors on the C2 Board
be Industry Directors and that at least
twenty percent of C2’s directors be
Representative Directors elected by
permit holders.14 Further, the NGC will
continue to include both Industry and
Non-Industry Directors (including a
majority of Non-Industry Directors) and
have an Industry-Director Subcommittee
that is composed of all of the Industry
Directors serving on the Committee.
Representative Directors will continue
to be nominated (or otherwise selected
through a petition process) by the
Industry-Director Subcommittee.
Additionally, C2 Trading Permit
Holders will continue to be able to
nominate alternative Representative
Director candidates to those nominated
by the Industry Director Subcommittee,
in which case a Run-off Election will be
held in which C2’s Trading Permit
Holders vote to determine which
candidates will be elected to the C2
Board to serve as Representative
Directors. Furthermore, the Commission
notes that the Exchange’s proposal to
10 15
U.S.C. 78f(b)(5).
11 See Notice, supra note 4, at 27112.
12 15 U.S.C. 78f(b)(3).
13 15 U.S.C. 78f(b)(3).
14 See Section 3.2 of the C2 Bylaws (defining
‘‘Representative Director’’).
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Jkt 223001
reduce the minimum size of its NGC is
consistent with a proposal that the
Commission previously approved for
another self-regulatory organization in
which that self-regulatory organization
reduced the minimum size of its
nominating and governance committee
from six to four members.15
Finally, the Exchange has represented
that, although the proposed rule change
would permit the Exchange to appoint
a five-person NGC and the Exchange
may elect to do so in the future, it is the
current intention of the Exchange to
appoint a six-person NGC.16
IV. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,17 that the
proposed rule change (SR–C2–2011–
012), as modified by Amendment No. 1,
be, and hereby is, approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.18
Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011–16243 Filed 6–28–11; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–64729; File No. SR–NYSE–
2011–24]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change Amending
NYSE Rule 17 To Codify Inbound
Routing Functions Performed by Its
Affiliate Broker-Dealer, Archipelago
Securities LLC
June 23, 2011.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that, on June 16,
2011, New York Stock Exchange LLC
(the ‘‘Exchange’’ or ‘‘NYSE’’) filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
15 See Securities Exchange Act Release No. 54494
(September 25, 2006), 71 FR 58023 (October 2,
2006) (SR–CHX–2006–23) (approving reduction of
the Chicago Stock Exchange’s Nominating and
Governance Committee from six directors to four
directors). See also Article II, Section 3 of the
Bylaws of the Chicago Stock Exchange, Inc.
(providing for a Nominating and Governance
Committee with four directors).
16 See Notice, supra note 4, at 27112.
17 15 U.S.C. 78s(b)(2).
18 17 CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
PO 00000
Frm 00125
Fmt 4703
Sfmt 4703
been prepared by NYSE. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
NYSE Rule 17 to codify inbound routing
functions performed by its affiliate
broker-dealer, Archipelago Securities
LLC (‘‘Arca Securities’’). The text of the
proposed rule change is available at the
Exchange’s principal office, at https://
www.nyse.com, at the Commission’s
Public Reference Room, and at the
Commission’s Web site at https://
www.sec.gov.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to amend
NYSE Rule 17 to codify inbound routing
functions performed by its affiliate
broker-dealer, Arca Securities, which
have previously been approved by the
Commission.3
Background—Arca Securities Functions
as Routing Broker
Arca Securities currently is the
primary outbound and inbound routing
broker for NYSE. The outbound routing
function for NYSE is governed by NYSE
Rules 13 and 17.4 These rules permit
NYSE to utilize Arca Securities to route
orders to an away market center for
execution whenever such routing is
3 The Exchange’s affiliates, NYSE Amex LLC
(‘‘NYSE Amex’’) and NYSE Arca, Inc. (‘‘NYSE
Arca’’), are proposing substantially similar rule
changes. See SR–NYSEAmex–2011–39 and SR–
NYSEArca–2011–38.
4 See Securities Exchange Act Release No. 55590
(April 5, 2007), 72 FR 18707 (April 13, 2007) (SR–
NYSE–2007–29).
E:\FR\FM\29JNN1.SGM
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]]>Agencies
[Federal Register Volume 76, Number 125 (Wednesday, June 29, 2011)]
[Notices]
[Pages 38231-38232]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-16243]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-64727; File No. SR-C2-2011-012]
Self-Regulatory Organizations; C2 Options Exchange, Incorporated;
Order Approving Proposed Rule Change, as Modified by Amendment No. 1,
To Reduce the Minimum Size of the Nominating and Governance Committee
June 22, 2011.
I. Introduction
On April 27, 2011, C2 Options Exchange, Incorporated (``C2'' 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,\2\ a
proposed rule change to reduce the minimum size of the Nominating and
Governance Committee (``NGC'') from seven to five. On May 18, 2011, the
Exchange filed Amendment No. 1 to the proposed rule change.\3\ The
proposed rule change was published for comment in the Federal Register
on May 10, 2011.\4\ The Commission received no comment letters
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\ 17 CFR 240.19b-4.
\3\ At the time C2 submitted the original proposed rule change,
it had not yet obtained formal approval from its Board of Directors
for the specific Bylaw changes set forth in this proposed rule
change. C2 stated that once that approval was obtained, it would
file a technical amendment to its proposed rule change to reflect
that approval. In Amendment No. 1, the Exchange notes that the C2
Board of Directors approved the specific Bylaw changes set forth in
SR-C2-2011-012 on May 17, 2011 and stated that no further action was
necessary in connection with its proposal. Because Amendment No. 1
is technical in nature, the Commission is not required to publish it
for public comment.
\4\ See Securities Exchange Act Release No. 64394 (May 4, 2011),
76 FR 27112 (``Notice'').
---------------------------------------------------------------------------
II. Description of the Proposal
C2 is proposing to reduce the minimum size of its NGC from seven to
five directors. Section 4.4 of the Second Amended and Restated Bylaws
of C2 (``Bylaws'') currently provides, in pertinent part, that the NGC
shall consist of at least seven directors, including both Industry and
Non-Industry Directors; that a majority of the directors on the
Committee shall be Non-Industry Directors; and that the exact number of
members on the Committee shall be determined from time to time by C2's
Board of Directors (the ``Board'' or ``C2 Board''). Pursuant to the
proposed rule change, Section 4.4 of the Bylaws would be amended to
provide that the NGC shall consist of at least five directors. The
other provisions of Section 4.4 of the Bylaws would remain
unchanged.\5\
---------------------------------------------------------------------------
\5\ Additionally, the title of the Bylaws would be changed to
the Third Amended and Restated Bylaws of C2.
---------------------------------------------------------------------------
In outlining the purpose behind its proposal, the Exchange noted
that the size of its Board declined from its initial size of twenty-
three to nineteen directors in 2009 and again to sixteen directors in
2011.\6\ As the size of its Board has declined, the Exchange noted that
it has become more challenging to populate larger-size Board committees
since there are fewer directors to serve on a multitude of
committees.\7\ The Exchange's proposal to reduce the minimum size of
the NGC is intended to help address this issue.
---------------------------------------------------------------------------
\6\ Section 3.1 of the Bylaws provides that the C2 Board shall
consist of not less than eleven and not more than twenty-three
directors, with the exact size determined by the Board.
\7\ See Notice, supra note 4, at 27112.
---------------------------------------------------------------------------
III. Discussion
After careful review of the proposal, the Commission finds that the
proposed rule change, as modified by Amendment No. 1, is consistent
with the requirements of the Act and the rules and regulations
thereunder applicable to a national securities exchange.\8\ In
particular, the Commission finds that the proposal is consistent with
Section 6(b)(1) of the Act,\9\ which requires a national securities
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 provisions of
the Act, as well as Section 6(b)(5) of the
[[Page 38232]]
Act,\10\ in that it is designed 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, in general, to protect investors and the public interest.
While the Exchange has proposed to reduce the minimum size of the NGC,
it has not proposed any other changes to the composition of the
committee or the scope or exercise of its responsibilities. In its
filing, the Exchange affirmatively represented that the NGC ``will
continue to be able to appropriately perform its functions'' despite
the reduction in minimum required size.\11\ The Commission further
finds that the proposal, as modified by Amendment No. 1, is consistent
with the requirements of Section 6(b)(3) of the Act,\12\ which requires
that one or more directors of an exchange shall be representative of
issuers and investors and not be associated with a member of the
exchange, broker or dealer.
---------------------------------------------------------------------------
\8\ 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).
\9\ 15 U.S.C. 78f(b)(1).
\10\ 15 U.S.C. 78f(b)(5).
\11\ See Notice, supra note 4, at 27112.
\12\ 15 U.S.C. 78f(b)(3).
---------------------------------------------------------------------------
In particular, the Commission notes that the Exchange will continue
to provide for the fair representation of C2 Trading Permit Holders in
the selection of directors and the administration of the Exchange
consistent with Section 6(b)(3) of the Act \13\ following this rule
change. Specifically, the C2 Bylaws will continue to require that at
least thirty percent of the directors on the C2 Board be Industry
Directors and that at least twenty percent of C2's directors be
Representative Directors elected by permit holders.\14\ Further, the
NGC will continue to include both Industry and Non-Industry Directors
(including a majority of Non-Industry Directors) and have an Industry-
Director Subcommittee that is composed of all of the Industry Directors
serving on the Committee. Representative Directors will continue to be
nominated (or otherwise selected through a petition process) by the
Industry-Director Subcommittee. Additionally, C2 Trading Permit Holders
will continue to be able to nominate alternative Representative
Director candidates to those nominated by the Industry Director
Subcommittee, in which case a Run-off Election will be held in which
C2's Trading Permit Holders vote to determine which candidates will be
elected to the C2 Board to serve as Representative Directors.
Furthermore, the Commission notes that the Exchange's proposal to
reduce the minimum size of its NGC is consistent with a proposal that
the Commission previously approved for another self-regulatory
organization in which that self-regulatory organization reduced the
minimum size of its nominating and governance committee from six to
four members.\15\
---------------------------------------------------------------------------
\13\ 15 U.S.C. 78f(b)(3).
\14\ See Section 3.2 of the C2 Bylaws (defining ``Representative
Director'').
\15\ See Securities Exchange Act Release No. 54494 (September
25, 2006), 71 FR 58023 (October 2, 2006) (SR-CHX-2006-23) (approving
reduction of the Chicago Stock Exchange's Nominating and Governance
Committee from six directors to four directors). See also Article
II, Section 3 of the Bylaws of the Chicago Stock Exchange, Inc.
(providing for a Nominating and Governance Committee with four
directors).
---------------------------------------------------------------------------
Finally, the Exchange has represented that, although the proposed
rule change would permit the Exchange to appoint a five-person NGC and
the Exchange may elect to do so in the future, it is the current
intention of the Exchange to appoint a six-person NGC.\16\
---------------------------------------------------------------------------
\16\ See Notice, supra note 4, at 27112.
---------------------------------------------------------------------------
IV. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\17\ that the proposed rule change (SR-C2-2011-012), as modified by
Amendment No. 1, be, and hereby is, approved.
---------------------------------------------------------------------------
\17\ 15 U.S.C. 78s(b)(2).
\18\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011-16243 Filed 6-28-11; 8:45 am]
BILLING CODE 8011-01-P
