Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the Bylaws of the Exchange's Ultimate Parent Company, Intercontinental Exchange, Inc., To Designate Its Chief Strategic Officer, Chief Technology Officer and General Counsel as “Senior Officers” of ICE, 551-553 [2014-30899]
Download as PDF
<![CDATA[
Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices
FINRA clarify Question 14M on the
Form U4 to remove any confusion
regarding its scope.53 In addition, the
commenter stated that FINRA should
clarify that it will not fine firms in
instances where they did not treat a
short sale as a compromise with
creditors under Question 14K on the
Form U4 prior to FINRA’s guidance on
the subject. In response, FINRA states it
believes that these comments are
outside the scope of the proposed rule
change, and should be addressed in the
context of changes to the Form U4 or its
interpretations.
IV. Accelerated Approval
The Commission finds good cause to
approve the proposed rule change, as
amended by Amendment No. 1, prior to
the thirtieth day after the date of
publication of notice of filing thereof in
the Federal Register. The amendment
responds to issues raised by
commenters and makes minor
modifications in response to the
comments. Accelerated approval would
allow FINRA to implement the amended
proposal without delay. The proposal
will provide firms with an incentive to
determine if additional disclosures on
Form U4 are required for their registered
personnel, ultimately resulting in more
complete and accurate information in
WebCRD, and as a consequence in
BrokerCheck. As noted by FINRA and
the commenters, WebCRD is an
important tool used by regulators, as
well as the public to get information
about registered persons with whom
they may wish to do business.
Therefore, implementing the proposal
without delay is in the public interest.
Accordingly, the Commission believes
that good cause exists, pursuant to
Section 19(b)(2) of the Act,54 to approve
the proposed rule change, as amended
by Amendment No. 1, on an accelerated
basis.
tkelley on DSK3SPTVN1PROD with NOTICES
V. 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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
FINRA–2014–038 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Brent J. Fields, Secretary, Securities
and Exchange Commission, 100 F Street
NE., Washington, DC 20549–1090.
All submissions should refer to File
Number SR–FINRA–2014–038. 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 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 on official business
days between the hours of 10:00 a.m.
and 3:00 p.m. Copies of the filing also
will be available for inspection and
copying at the principal office of
FINRA. All comments received will be
posted without change; the Commission
does not edit personal identifying
information from submissions. You
should submit only information that
you wish to make available publicly. All
submissions should refer to File
Number SR–FINRA–2014–038 and
should be submitted on or before
January 27, 2015.
VI. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) 55 of the Act, that the
proposed rule change (SR–FINRA–
2014–038) be and hereby is approved, as
amended, on an accelerated basis.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.56
Brent J. Fields,
Secretary.
[FR Doc. 2014–30902 Filed 1–5–15; 8:45 am]
BILLING CODE 8011–01–P
53 See
55 Id.
54 15
56 17
FSI Letter.
U.S.C. 78s(b)(2).
VerDate Sep<11>2014
19:38 Jan 05, 2015
Jkt 235001
PO 00000
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–73963; File No. SR–
NYSEArca–2014–141]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Amending the Bylaws of
the Exchange’s Ultimate Parent
Company, Intercontinental Exchange,
Inc., To Designate Its Chief Strategic
Officer, Chief Technology Officer and
General Counsel as ‘‘Senior Officers’’
of ICE
December 30, 2014.
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 December
29, 2014, NYSE Arca, Inc. (the
‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been prepared by the self-regulatory
organization. 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 the Substance
of the Proposed Rule Change
The Exchange proposes to amend the
Bylaws (the ‘‘ICE Bylaws’’) of the
Exchange’s ultimate parent company,
Intercontinental Exchange, Inc. (‘‘ICE’’),
to designate its Chief Strategic Officer,
Chief Technology Officer and General
Counsel as ‘‘Senior Officers’’ of ICE. The
text of the proposed rule change is
available on the Exchange’s Web site 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.
1 15
CFR 200.30–3(a)(12).
Frm 00071
Fmt 4703
Sfmt 4703
551
2 17
E:\FR\FM\06JAN1.SGM
U.S.C. 78s(b)(1).
CFR 240.19b–4.
06JAN1
552
Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange seeks approval for its
ultimate parent entity ICE 3 to amend
the ICE Bylaws to designate its Chief
Strategic Officer, Chief Technology
Officer and General Counsel (each, a
‘‘Designated Officer’’ and together, the
‘‘Designated Officers’’) as ‘‘Senior
Officers’’ of ICE. Each Designated
Officer was a Senior Officer under the
ICE Bylaws prior to the acquisition by
ICE of NYSE Euronext in 2013 because
each also was a Senior Vice President.
Under the ICE Bylaws, all Senior Vice
Presidents are Senior Officers. As Senior
Officers, the Designated Officers were
entitled under Article X, Section 10.6 of
the ICE Bylaws to indemnification by
ICE against certain actions, suits and
proceedings.
Upon consummation of the
acquisition of NYSE Euronext, the three
titles were streamlined and the term
‘‘Senior Vice President’’ was eliminated.
Specifically, the officer whose former
title was ‘‘Senior Vice President, Chief
Strategic Officer’’ is now ‘‘Chief
Strategic Officer’’; the officer whose
former title was ‘‘Senior Vice President,
Chief Technology Officer’’ is now
‘‘Chief Technology Officer’’; and the
officer whose title was formerly ‘‘Senior
Vice President, General Counsel’’ is now
‘‘General Counsel’’. The proposed
amendment to the ICE Bylaws would
assure that the Designated Officers
continue to be identified as ‘‘Senior
Officers’’ of ICE and therefore eligible
for indemnification under Article X,
Section 10.6 of the ICE Bylaws. The
proposed rule change would not extend
the indemnification provisions of the
ICE Bylaws to any officers that were not
historically indemnified nor would it
alter the scope of the indemnity
provided.4
Under the proposed amendment,
Section 5.1 of the ICE Bylaws would be
amended to identify by title additional
officers that the board of directors may
choose, specifically a Chief Strategic
tkelley on DSK3SPTVN1PROD with NOTICES
3 ICE
owns 100% of the equity interest in ICE
Holdings, Inc. (‘‘ICE Holdings’’), which in turn
owns 100% of the equity interest in NYSE
Holdings, LLC (‘‘NYSE Holdings’’). NYSE Holdings
owns 100% of the equity interest of NYSE Group,
Inc., which in turn directly or indirectly owns
100% of the equity interest of three registered
national securities exchanges and self-regulatory
organizations—the Exchange, the New York Stock
Exchange, LLC (‘‘NYSE’’) and NYSE MKT LLC
(‘‘NYSE MKT’’).
4 The Exchange’s affiliates the NYSE and NYSE
MKT have also submitted the same proposed rule
filing in connection with the ICE Bylaw
amendment.
VerDate Sep<11>2014
19:38 Jan 05, 2015
Jkt 235001
Officer, a Chief Technology Officer and
a General Counsel (the ‘‘Designated
Officers’’). Section 5.1 would also be
amended to expand the definition of the
term ‘‘Senior Officer’’ to include the
Designated Officers and any other
officer designated a ‘‘Senior Officer’’ by
the Board or the Compensation
Committee of the Board from time to
time in its sole discretion. The
amendments also would provide that
any employee deemed an officer of the
Corporation under Section 16 of the
Exchange Act 5 will be deemed a Senior
Officer for purposes of the Bylaws.6
2. Statutory Basis
The Exchange believes that this filing
is consistent with Section 6(b) of the
Exchange Act,7 in general, and Section
6(b)(5) of the Exchange Act,8 in
particular, because the proposed rule
change summarized herein would be
consistent with and facilitate a
governance and regulatory structure that
is designed to prevent fraudulent and
manipulative acts and practices, to
promote just and equitable principles of
trade, to foster cooperation and
coordination with persons engaged in
regulating, clearing, settling, processing
information with respect to, and
facilitating transactions in securities, to
remove impediments to, and perfect the
mechanism of a free and open market
and a national market system and, in
general, to protect investors and the
public interest. The clarification of the
right to indemnification will enhance
the ability of the Designated Officers to
carry out their responsibilities as
officers of ICE, including their
responsibilities under the Exchange Act.
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
designed to address any competitive
issue in the U.S. or European securities
markets or have any impact on
competition in those markets; rather, the
clarification of the right to
indemnification will enhance the ability
of the Designated Officers to carry out
their responsibilities as such, including
5 15
U.S.C. 78p.
copy of the proposed amendment to the ICE
Bylaws is attached as Exhibit 5A. An extract from
the resolutions adopted by the ICE board of
directors on February 28, 2014 authorizing the
proposed amendment is attached as Exhibit 5B.
7 15 U.S.C. 78f(b).
8 15 U.S.C. 78f(b)(5).
6A
PO 00000
Frm 00072
Fmt 4703
Sfmt 4703
their responsibilities under the
Exchange Act.
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) of the Act 9 and Rule 19b–
4(f)(6) thereunder.10 Because the
foregoing proposed rule change does
not: (i) Significantly affect the
protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A) of the Act and Rule 19b–
4(f)(6) thereunder.11
A proposed rule change filed
pursuant to Rule 19b–4(f)(6) under the
Act 12 normally does not become
operative for 30 days after the date of its
filing. However, Rule 19b–4(f)(6)(iii) 13
permits the Commission to designate a
shorter time if such action is consistent
with the protection of investors and the
public interest. The Exchange has asked
the Commission to waive the 30-day
operative delay so that the proposal may
become operative immediately upon
filing. The Commission believes that
waiving the 30-day operative delay is
consistent with the protection of
investors and the public interest
because the clarification of the right to
indemnification may enhance the ability
of the relevant officers of ICE to carry
out their responsibilities as such,
including their responsibilities under
the Exchange Act, without delay.
Therefore, the Commission hereby
waives the operative delay and
designates the proposed rule change
operative upon filing.14
9 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6).
11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires a self-regulatory organization to
give the Commission written notice of its intent to
file the proposed rule change, along with a brief
description and the text of the proposed rule
change, at least five business days prior to the date
of filing of the proposed rule change, or such
shorter time as designated by the Commission. The
Commission has waived the five-day prefiling
requirement in this case.
12 17 CFR 240.19b–4(f)(6).
13 17 CFR 240.19b–4(f)(6)(iii).
14 For purposes only of waiving the 30-day
operative delay, the Commission has considered the
10 17
E:\FR\FM\06JAN1.SGM
06JAN1
Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices
At any time within 60 days of the
filing of the 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
to determine whether the proposed rule
should be approved or 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:
tkelley on DSK3SPTVN1PROD with NOTICES
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSEArca–2014–141 on the subject
line.
Paper Comments
• Send paper comments in triplicate
to Brent J. Fields, Secretary, Securities
and Exchange Commission, 100 F Street
NE., Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NYSEArca–2014–141. 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 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
10:00 a.m. and 3:00 p.m. Copies of such
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change;
the Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–
NYSEArca–2014–141, and should be
submitted on or before January 27, 2015.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.15
Brent J. Fields,
Secretary.
[FR Doc. 2014–30899 Filed 1–5–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–73954; File No. SR–FINRA–
2014–037]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Order Approving
Proposed Rule Change to FINRA Rules
0190 (Effective Date of Revocation,
Cancellation, Expulsion, Suspension
or Resignation) and 2040 (Payments to
Unregistered Persons) in the
Consolidated FINRA Rulebook, and
Amend FINRA Rule 8311 (Effect of a
Suspension, Revocation, Cancellation,
or Bar)
VerDate Sep<11>2014
19:38 Jan 05, 2015
Jkt 235001
proposed rule change would also adopt
the requirements of NASD Rule 1060(b)
(Persons Exempt from Registration) and
Incorporated NYSE Rule Interpretation
345(a)(i)/03 (Compensation to NonRegistered Foreign Persons Acting as
Finders), as FINRA Rule 2040(c)
(Nonregistered Foreign Finders) in the
consolidated FINRA rulebook without
material change. In addition, the
proposed rule change would amend
FINRA Rule 8311 (Effect of a
Suspension, Revocation, Cancellation,
or Bar), add new Supplementary
Material .01 (Remuneration Accrued
Prior to Effective Date of Sanction or
Disqualification), and adopt the
requirements of NASD IM–2420–1(a)
(Non-members of the Association), as
FINRA Rule 0190 (Effective Date of
Revocation, Cancellation, Expulsion,
Suspension or Resignation).
The proposed rule change was
published for comment in the Federal
Register on October 1, 2014.3 The
Commission received seven comment
letters in response to the Notice of
Filing.4 On November 10, 2014, FINRA
extended the time period in which the
Commission must approve the proposed
rule change, disapprove the proposed
rule change, or institute proceedings to
determine whether to approve or
disapprove the proposed rule change to
December 30, 2014.5 On December 23,
December 30, 2014.
I. Introduction
On September 10, 2014, Financial
Industry Regulatory Authority, Inc.
(‘‘FINRA’’) filed with the Securities and
Exchange Commission (‘‘SEC’’ or
‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’ or ‘‘Exchange Act’’) 1 and
Rule 19b–4 thereunder,2 a proposed rule
change to streamline provisions of
NASD Rule 2410 (Net Prices to Persons
Not in Investment Banking or Securities
Business), NASD Rule 2420 (Dealing
with Non-Members), NASD IM–2420–1
(Transactions Between Members and
Non-Members), NASD IM–2420–2
(Continuing Commissions Policy),
Incorporated NYSE Rule 353 (Rebates
and Compensation), Incorporated NYSE
Rule Interpretation 345(a)(i)/01
(Compensation to Non-Registered
Persons) and Incorporated NYSE Rule
Interpretation 345(a)(i)/02
(Compensation Paid for Advisory
Solicitations), which would be deleted
from the current FINRA rulebook. The
15 17
proposed rule’s impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
553
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
PO 00000
Frm 00073
Fmt 4703
Sfmt 4703
3 Exchange Act Release No. 73210 (Sept. 25,
2014), 79 FR 59322 (Oct. 1, 2014) (Notice of Filing
of a Proposed Rule Change to Adopt FINRA Rules
0190 (Effective Date of Revocation, Cancellation,
Expulsion, Suspension or Resignation) and 2040
(Payments to Unregistered Persons) in the
Consolidated FINRA Rulebook, and Amend FINRA
Rule 8311 (Effect of a Suspension, Revocation,
Cancellation, or Bar)) (‘‘Notice of Filing’’). The
comment period closed on October 22, 2014.
4 William A. Jacobson, Clinical Professor of Law,
Cornell Law School, and Director, Cornell
Securities Law Clinic (Oct. 17, 2014) (‘‘Cornell’’);
Peter J. Chepucavage, Esq., GC Plexus Consulting
Group (Oct. 21, 2014) (‘‘Plexus’’); William Beatty,
President, North American Securities
Administrators Association and Washington
Securities Commissioner (Oct. 22, 2014)
(‘‘NASAA’’); Howard Spindel, Senior Managing
Director, and Cassondra E. Joseph, Managing
Director, Integrated Management Solutions USA
LLC (Oct. 22, 2014) (‘‘IMS’’); Paul J. Tolley, Senior
Vice President, Chief Compliance Officer,
Commonwealth Financial Network (Oct. 22, 2014)
(‘‘Commonwealth’’); Kevin Zambrowicz, Associate
General Counsel & Managing Director, Securities
Industry and Financial Markets Association (Oct.
22, 2014) (‘‘SIFMA’’); and Catherine T. Dixon,
Chair, Federal Regulation of Securities Committee,
Business Law Section, American Bar Association
(Nov. 5, 2014) (‘‘ABA’’).
5 Letter from Kosha K. Dalal, Associate Vice
President and Associate General Counsel, FINRA to
Katherine England, Assistant Director, Division of
Trading and Markets, Securities and Exchange
Commission, dated Nov. 10, 2014.
E:\FR\FM\06JAN1.SGM
06JAN1
]]>Agencies
[Federal Register Volume 80, Number 3 (Tuesday, January 6, 2015)]
[Notices]
[Pages 551-553]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-30899]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-73963; File No. SR-NYSEArca-2014-141]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change Amending the Bylaws
of the Exchange's Ultimate Parent Company, Intercontinental Exchange,
Inc., To Designate Its Chief Strategic Officer, Chief Technology
Officer and General Counsel as ``Senior Officers'' of ICE
December 30, 2014.
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 December 29, 2014, NYSE Arca, Inc. (the ``Exchange'' or ``NYSE
Arca'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change
The Exchange proposes to amend the Bylaws (the ``ICE Bylaws'') of
the Exchange's ultimate parent company, Intercontinental Exchange, Inc.
(``ICE''), to designate its Chief Strategic Officer, Chief Technology
Officer and General Counsel as ``Senior Officers'' of ICE. The text of
the proposed rule change is available on the Exchange's Web site 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.
[[Page 552]]
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange seeks approval for its ultimate parent entity ICE \3\
to amend the ICE Bylaws to designate its Chief Strategic Officer, Chief
Technology Officer and General Counsel (each, a ``Designated Officer''
and together, the ``Designated Officers'') as ``Senior Officers'' of
ICE. Each Designated Officer was a Senior Officer under the ICE Bylaws
prior to the acquisition by ICE of NYSE Euronext in 2013 because each
also was a Senior Vice President. Under the ICE Bylaws, all Senior Vice
Presidents are Senior Officers. As Senior Officers, the Designated
Officers were entitled under Article X, Section 10.6 of the ICE Bylaws
to indemnification by ICE against certain actions, suits and
proceedings.
---------------------------------------------------------------------------
\3\ ICE owns 100% of the equity interest in ICE Holdings, Inc.
(``ICE Holdings''), which in turn owns 100% of the equity interest
in NYSE Holdings, LLC (``NYSE Holdings''). NYSE Holdings owns 100%
of the equity interest of NYSE Group, Inc., which in turn directly
or indirectly owns 100% of the equity interest of three registered
national securities exchanges and self-regulatory organizations--the
Exchange, the New York Stock Exchange, LLC (``NYSE'') and NYSE MKT
LLC (``NYSE MKT'').
---------------------------------------------------------------------------
Upon consummation of the acquisition of NYSE Euronext, the three
titles were streamlined and the term ``Senior Vice President'' was
eliminated. Specifically, the officer whose former title was ``Senior
Vice President, Chief Strategic Officer'' is now ``Chief Strategic
Officer''; the officer whose former title was ``Senior Vice President,
Chief Technology Officer'' is now ``Chief Technology Officer''; and the
officer whose title was formerly ``Senior Vice President, General
Counsel'' is now ``General Counsel''. The proposed amendment to the ICE
Bylaws would assure that the Designated Officers continue to be
identified as ``Senior Officers'' of ICE and therefore eligible for
indemnification under Article X, Section 10.6 of the ICE Bylaws. The
proposed rule change would not extend the indemnification provisions of
the ICE Bylaws to any officers that were not historically indemnified
nor would it alter the scope of the indemnity provided.\4\
---------------------------------------------------------------------------
\4\ The Exchange's affiliates the NYSE and NYSE MKT have also
submitted the same proposed rule filing in connection with the ICE
Bylaw amendment.
---------------------------------------------------------------------------
Under the proposed amendment, Section 5.1 of the ICE Bylaws would
be amended to identify by title additional officers that the board of
directors may choose, specifically a Chief Strategic Officer, a Chief
Technology Officer and a General Counsel (the ``Designated Officers'').
Section 5.1 would also be amended to expand the definition of the term
``Senior Officer'' to include the Designated Officers and any other
officer designated a ``Senior Officer'' by the Board or the
Compensation Committee of the Board from time to time in its sole
discretion. The amendments also would provide that any employee deemed
an officer of the Corporation under Section 16 of the Exchange Act \5\
will be deemed a Senior Officer for purposes of the Bylaws.\6\
---------------------------------------------------------------------------
\5\ 15 U.S.C. 78p.
\6\ A copy of the proposed amendment to the ICE Bylaws is
attached as Exhibit 5A. An extract from the resolutions adopted by
the ICE board of directors on February 28, 2014 authorizing the
proposed amendment is attached as Exhibit 5B.
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that this filing is consistent with Section
6(b) of the Exchange Act,\7\ in general, and Section 6(b)(5) of the
Exchange Act,\8\ in particular, because the proposed rule change
summarized herein would be consistent with and facilitate a governance
and regulatory structure that is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in regulating, clearing, settling, processing
information with respect to, and facilitating transactions in
securities, to remove impediments to, and perfect the mechanism of a
free and open market and a national market system and, in general, to
protect investors and the public interest. The clarification of the
right to indemnification will enhance the ability of the Designated
Officers to carry out their responsibilities as officers of ICE,
including their responsibilities under the Exchange Act.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
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 designed to address any competitive issue in the U.S. or
European securities markets or have any impact on competition in those
markets; rather, the clarification of the right to indemnification will
enhance the ability of the Designated Officers to carry out their
responsibilities as such, including their responsibilities under the
Exchange Act.
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) of the Act \9\ and Rule 19b-4(f)(6) thereunder.\10\ Because
the foregoing proposed rule change does not: (i) Significantly affect
the protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative for 30
days from the date on which it was filed, or such shorter time as the
Commission may designate, it has become effective pursuant to Section
19(b)(3)(A) of the Act and Rule 19b-4(f)(6) thereunder.\11\
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78s(b)(3)(A).
\10\ 17 CFR 240.19b-4(f)(6).
\11\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and the text of the proposed rule change,
at least five business days prior to the date of filing of the
proposed rule change, or such shorter time as designated by the
Commission. The Commission has waived the five-day prefiling
requirement in this case.
---------------------------------------------------------------------------
A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \12\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \13\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has asked the Commission to waive the 30-day operative delay so that
the proposal may become operative immediately upon filing. The
Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest
because the clarification of the right to indemnification may enhance
the ability of the relevant officers of ICE to carry out their
responsibilities as such, including their responsibilities under the
Exchange Act, without delay. Therefore, the Commission hereby waives
the operative delay and designates the proposed rule change operative
upon filing.\14\
---------------------------------------------------------------------------
\12\ 17 CFR 240.19b-4(f)(6).
\13\ 17 CFR 240.19b-4(f)(6)(iii).
\14\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------
[[Page 553]]
At any time within 60 days of the filing of the 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 to
determine whether the proposed rule should be approved or 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:
Electronic Comments
Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-NYSEArca-2014-141 on the subject line.
Paper Comments
Send paper comments in triplicate to Brent J. Fields,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSEArca-2014-141. 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 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
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-NYSEArca-2014-141, and
should be submitted on or before January 27, 2015.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
---------------------------------------------------------------------------
\15\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Brent J. Fields,
Secretary.
[FR Doc. 2014-30899 Filed 1-5-15; 8:45 am]
BILLING CODE 8011-01-P
