Self-Regulatory Organizations: Investors Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Require Listed Companies To Publicly Disclose Compensation or Other Payments by Third Parties to Any Nominee for Director or Sitting Director in Connection With Their Candidacy for or Service on the Companies' Board of Directors, 91211-91215 [2016-30255]
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Federal Register / Vol. 81, No. 242 / Friday, December 16, 2016 / Notices
www.prc.gov, Docket Nos. MC2017–42,
CP2017–67.
Stanley F. Mires,
Attorney, Federal Compliance.
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on December 9,
2016, it filed with the Postal Regulatory
Commission a Request of the United
States Postal Service to Add Priority
Mail Contract 268 to Competitive
Product List. Documents are available at
www.prc.gov, Docket Nos. MC2017–43,
CP2017–68.
BILLING CODE 7710–12–P
POSTAL SERVICE
Product Change—First-Class Package
Service Negotiated Service Agreement
Stanley F. Mires,
Attorney, Federal Compliance.
[FR Doc. 2016–30235 Filed 12–15–16; 8:45 am]
BILLING CODE 7710–12–P
Postal ServiceTM.
ACTION: Notice.
AGENCY:
The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a
domestic shipping services contract to
the list of Negotiated Service
Agreements in the Mail Classification
Schedule’s Competitive Products List.
DATES: Effective date: December 16,
2016.
SUMMARY:
FOR FURTHER INFORMATION CONTACT:
Elizabeth A. Reed, 202–268–3179.
SUPPLEMENTARY INFORMATION: The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on December 9,
2016, it filed with the Postal Regulatory
Commission a Request of the United
States Postal Service to Add Priority
Mail & First-Class Package Service
Contract 38 to Competitive Product List.
Documents are available at
www.prc.gov, Docket Nos. MC2017–35,
CP2017–60.
Stanley F. Mires,
Attorney, Federal Compliance.
[FR Doc. 2016–30233 Filed 12–15–16; 8:45 am]
BILLING CODE 7710–12–P
BILLING CODE 7710–12–P
The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a
domestic shipping services contract to
the list of Negotiated Service
Agreements in the Mail Classification
Schedule’s Competitive Products List.
DATES: Effective date: December 16,
2016.
SUMMARY:
FOR FURTHER INFORMATION CONTACT:
Elizabeth A. Reed, 202–268–3179.
The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on December 9,
2016, it filed with the Postal Regulatory
Commission a Request of the United
States Postal Service to Add First-Class
Package Service Contract 69 to
Competitive Product List. Documents
are available at www.prc.gov, Docket
Nos. MC2017–40, CP2017–65.
SUPPLEMENTARY INFORMATION:
[FR Doc. 2016–30238 Filed 12–15–16; 8:45 am]
Product Change—Priority Mail
Negotiated Service Agreement
BILLING CODE 7710–12–P
Postal ServiceTM.
Notice.
AGENCY:
POSTAL SERVICE
The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a
domestic shipping services contract to
the list of Negotiated Service
Agreements in the Mail Classification
Schedule’s Competitive Products List.
DATES: Effective date: December 16,
2016.
mstockstill on DSK3G9T082PROD with NOTICES
SUMMARY:
FOR FURTHER INFORMATION CONTACT:
Elizabeth A. Reed, 202–268–3179.
SUPPLEMENTARY INFORMATION: The
United States Postal Service® hereby
Jkt 241001
SUPPLEMENTARY INFORMATION:
[FR Doc. 2016–30231 Filed 12–15–16; 8:45 am]
Postal ServiceTM.
ACTION: Notice.
AGENCY:
Stanley F. Mires,
Attorney, Federal Compliance.
POSTAL SERVICE
18:42 Dec 15, 2016
FOR FURTHER INFORMATION CONTACT:
Elizabeth A. Reed, 202–268–3179.
The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on December 9,
2016, it filed with the Postal Regulatory
Commission a Request of the United
States Postal Service to Add Priority
Mail & First-Class Package Service
Contract 40 to Competitive Product List.
Documents are available at
www.prc.gov, Docket Nos. MC2017–37,
CP2017–62.
Stanley F. Mires,
Attorney, Federal Compliance.
Product Change—Priority Mail and
First-Class Package Service
Negotiated Service Agreement
VerDate Sep<11>2014
Effective date: December 16,
2016.
POSTAL SERVICE
[FR Doc. 2016–30236 Filed 12–15–16; 8:45 am]
ACTION:
DATES:
91211
Product Change—Priority Mail and
First-Class Package Service
Negotiated Service Agreement
Postal ServiceTM.
ACTION: Notice.
AGENCY:
The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a
domestic shipping services contract to
the list of Negotiated Service
Agreements in the Mail Classification
Schedule’s Competitive Products List.
SUMMARY:
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–79527; File No. SR–IEX–
2016–19]
Self-Regulatory Organizations:
Investors Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Require
Listed Companies To Publicly Disclose
Compensation or Other Payments by
Third Parties to Any Nominee for
Director or Sitting Director in
Connection With Their Candidacy for
or Service on the Companies’ Board of
Directors
December 12, 2016.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that on December
5, 2016, the Investors Exchange LLC
(‘‘IEX’’ or the ‘‘Exchange’’) 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
Pursuant to the provisions of Section
19(b)(1) under the Securities Exchange
Act of 1934 (‘‘Act’’),4 and Rule 19b–4
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
4 15 U.S.C. 78s(b)(1).
2 15
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thereunder,5 Investors Exchange LLC
(‘‘IEX’’ or ‘‘Exchange’’) is filing with the
Securities and Exchange Commission
(‘‘Commission’’) a proposed rule change
to require listed companies to publicly
disclose compensation or other
payments by third parties to any
nominee for director or sitting director
in connection with their candidacy for
or service on the companies’ Board of
Directors. The Exchange has designated
this proposal as non-controversial and
provided the Commission with the
notice required by Rule 19b–4(f)(6)(iii)
under the Act.6
The text of the proposed rule change
is available at the Exchange’s Web site
at www.iextrading.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 these statement may be examined at
the places specified in Item IV 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.
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A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
On June 17, 2016 the Commission
granted IEX’s application for registration
as a national securities exchange under
Section 6 of the Act including approval
of rules applicable to the qualification,
listing and delisting of companies on
the Exchange. The Exchange plans to
begin a listing program in 2017 and is
proposing additional rules applicable to
companies listing on the Exchange in
this proposed rule change.
IEX rules require listed companies to
make public disclosure in several areas.
For example, a listed company is
required to publicly disclose material
information that would reasonably be
expected to affect the value of its
securities or influence investors’
decisions as well as when nonindependent directors serve on a
committee that generally requires only
independent directors, such as for a
controlled company or under
5 17
6 17
CFR 240.19b–4.
CFR 240.19b–4(f)(6)(iii).
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18:42 Dec 15, 2016
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exceptional and limited circumstances.7
A listed company is also required to file
required periodic reports with the
Commission.8 A principal purpose of
these disclosure requirements is to
protect investors and ensure these
investors have necessary information to
make informed investment and voting
decisions.
However, based on press reports and
information from market participants,
IEX understands there is one area where
investors may not have complete or
timely information. This is when third
parties compensate directors in
connection with their candidacy for
and/or service on company Board of
Directors. This third-party
compensation, which may not be
publicly disclosed, arises when a
shareholder privately offers to
compensate nominee directors in
connection with those nominees’
candidacy or service as directors. These
arrangements vary but may include
compensating directors based on
achieving benchmarks such as an
increase in share price over a fixed
term.9
IEX believes these undisclosed
compensation arrangements potentially
raise several concerns, including that
they may lead to conflicts of interest
among directors and call into question
the directors’ ability to satisfy their
fiduciary duties. These arrangements
may also tend to promote a focus on
short-term results at the expense of
long-term value creation. IEX believes
that enhancing transparency around
third-party board compensation would
help address these concerns and would
benefit investors by making available
information potentially relevant to
investment and voting decisions. IEX
further believes that the proposed
disclosure would not create meaningful
burdens on directors or those making
these payments nor on the companies
required to make the disclosure.10
Accordingly, IEX is proposing to
adopt Rule 14.207(b)(3) to require listed
companies to publicly disclose on or
through the companies’ Web site or
proxy statement or information
statement for any shareholders’ meeting
at which directors are elected (or, if they
do not file proxy or information
statements, in Form 10–K or Form 20–
7 See Rules 14.207(b)(1), 14.407(c)(2),
14.405(c)(2)(B), 14.405(d)(2)(B) and 14.405(e)(3).
8 See Rule 14.207(c).
9 See, discussion generally in Securities Exchange
Act Release No. 78223 (July 1, 2016), 81 FR 44400
(July 7, 2016) (Order Granting Approval of SR–
NASDAQ–2016–13).
10 See, note 9.
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F),11 the material terms of all
agreements and arrangements between
any director or nominee and any person
or entity other than the company (the
‘‘Third Party’’) relating to compensation
or other payment in connection with
that person’s candidacy or service as a
director.12 13 A company may make this
disclosure through its Web site by
hyperlinking to another Web site, which
must be continuously accessible. If that
Web site subsequently becomes
inaccessible or that hyperlink
inoperable, the company must promptly
restore it or make other disclosure in
accordance with this proposed rule.
Consistent with other exemptions
afforded certain types of companies, the
Exchange is also proposing to amend
Rule 14.407(a)(3) to provide that a
foreign private issuer may follow home
country practice in lieu of the
requirements of the proposed rule. A
Foreign Private Issuer may follow its
home country practice in lieu of the
requirements of Rule 14.207(b)(3) by
utilizing the process described in Rule
14.407(a)(3), including but not limited
to the requirement to submit to IEX a
written statement from an independent
counsel in such Company’s home
country certifying that the Company’s
practices are not prohibited by the home
country’s laws.
Companies listed at the time this
proposed rule becomes effective or
initially listed thereafter must disclose
all agreements and arrangements in
accordance with this proposed rule by
no later than the date on which the
Company files or furnishes a proxy or
information statement subject to
Regulation 14A or 14C under the Act in
connection with the Company’s next
shareholders’ meeting at which
directors are elected (or, if they do not
file proxy or information statements, no
later than when the Company files next
Form 10–K or Form 20–F). Thereafter, a
listed company must make this
disclosure at least annually until the
earlier of the resignation of the director
or one year following the termination of
11 This disclosure method is consistent with the
method under Rule 14.405(d)(2)(B) for disclosure of
the appointment of a non-independent
compensation committee member under
exceptional and limited circumstances.
12 The proposal is intended to apply to
agreements and arrangements whether or not the
right to nominate a director legally belongs to a
third party. See Supplementary Material .07 to Rule
14.405 (Independent Director Oversight of Director
Nominations).
13 If the Company provides disclosure in a proxy
or information statement, including to satisfy the
SEC’s proxy disclosure requirements, sufficient to
comply with this rule, its obligation to satisfy this
rule is fulfilled regardless of the reason for which
such disclosure was made.
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the agreement or arrangement.14 The
proposed rule does not separately
require the initial disclosure of newly
entered into agreements or
arrangements, provided that disclosure
is made pursuant to this rule for the
next shareholder meeting at which
directors are elected.
If a Company discovers an agreement
or arrangement that should have been
disclosed pursuant to subparagraph (A)
of the proposed rule but was not, the
Company must promptly make the
required disclosure in accordance with
this proposed rule.15 In addition, for
agreements and arrangements not
required to be disclosed in accordance
with subparagraph (A)(ii) of the
proposed rule, such as employment
with a third party that existed prior to
the nominee’s candidacy and is
otherwise disclosed, but where the
director or nominee’s remuneration is
thereafter materially increased
specifically in connection with such
person’s candidacy or service as a
director of the company, only the
difference between the new and
previous level of compensation or other
payment obligation need be disclosed.
The terms ‘‘compensation’’ and ‘‘other
payment’’ as used in this proposed rule
are intended to be construed broadly
and apply to agreements and
arrangements that provide for non-cash
compensation and other payment
obligations, such as health insurance
premiums or indemnification, made in
connection with a person’s candidacy or
service as a director. Further, at a
minimum, the disclosure should
identify the parties to and the material
terms of the agreement or arrangement
relating to compensation.
In recognition of circumstances that
do not raise the concerns noted above or
where such disclosure may be
duplicative, the proposed rule would
not apply to agreements and
arrangements that existed before the
nominee’s candidacy and the nominee’s
relationship with the Third Party has
been otherwise publicly disclosed, for
example, pursuant to Items 402(a)(2) of
Regulation S–K or in a director’s
biographical summary included in
periodic reports filed with the
Commission. An example of an
agreement or arrangement falling under
this exception is a director or a nominee
14 A Company posting the requisite disclosure on
or through its Web site must make it publicly
available no later than the date on which the
Company files a proxy or information statement in
connection with a shareholders’ meeting at which
directors are elected (or, if they do not file proxy
or information statements, no later than when the
Company files its next Form 10–K or Form 20–F).
15 See infra discussion on remedial disclosure.
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for director being employed by a private
equity or venture capital firm, or a fund
established by such firm, where
employees are expected to and routinely
serve on the boards of the fund’s
portfolio companies and their
remuneration is not materially affected
by such service. If such a director a [sic]
nominee’s remuneration is materially
increased in connection with such
person’s candidacy or service as a
director of the company, only the
difference between the new and
previous level of compensation needs to
be disclosed under the proposed rule.
Additionally, the proposed rule
would not apply to agreements and
arrangements that relate only to
reimbursement of expenses incurred in
connection with candidacy as a director,
whether or not such reimbursement
arrangement has been publicly
disclosed. Further, Commission Rule
14a–12(c) subjects persons soliciting
proxies in opposition to companies’
proxy solicitation to certain disclosure
requirements of Schedule 14A of the
Act. The proposed rule relieves the
company from the disclosure
requirements of the proposed Rule
14.207(b)(3)(A) where an agreement or
arrangement for a director or a nominee
has been disclosed under Item 5(b) of
Schedule 14A of the Act in the current
fiscal year. However, such an agreement
or arrangement is subject to the
continuous disclosure requirements of
the proposed Rule 14.207(b)(3)(B) on an
annual basis. Similarly, a Company that
provides disclosure in the current fiscal
year pursuant to the requirement in Item
5.02(d)(2) of Form 8–K requiring ‘‘a brief
description of any arrangement or
understanding between the new director
and any other persons, naming such
persons, pursuant to which such
director was selected as a director’’—
would not have to make a separate
disclosure under the proposed Rule
14.207(b)(3)(A). Such disclosure under
Commission rules, however, shall not
relieve a company of its ongoing
obligation under the proposed Rule
14.207(b)(3)(B) to make annual
disclosure.
In recognition that a company, despite
reasonable efforts, may not be able to
identify all such agreements and
arrangements, the proposed rule
provides that a company shall not be
deficient with the proposed disclosure
requirements if it has undertaken
reasonable efforts to identify all such
agreements and arrangements, including
by asking each director or nominee in a
manner designed to allow timely
disclosure, and upon discovery of a
non-disclosed arrangement, promptly
makes the required disclosure by filing
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91213
a Form 8–K or 6–K, where required by
Commission rules, or by issuing a press
release. However, such remedial
disclosure, regardless of its timing, does
not satisfy the ongoing annual
disclosure requirements under
subparagraph (B).
In cases where a company is
considered deficient, the company must
provide a plan to regain compliance.
Consistent with deficiencies from most
other rules that allow a company to
submit a plan to regain compliance,16
IEX proposes to allow companies
deficient under the proposed rule 45
calendar days to submit a plan sufficient
to satisfy IEX staff that the company has
adopted processes and procedures
designed to identify and disclose
relevant agreements and arrangements
in the future. If the company does not
do so, it would be issued a Staff
Delisting Determination, which the
company could appeal to a Hearings
Panel pursuant to Rule 14.502.
2. Statutory Basis
IEX believes that the proposed rule
change is consistent with Section 6(b) 17
of the Act in general, and furthers the
objectives of Section 6(b)(5) of the Act,18
in particular, in that it is designed to
prevent fraudulent and manipulative
acts and practices, to promote just and
equitable principles of trade, to foster
cooperation and coordination with
persons engaged in facilitating
transactions in securities, to remove
impediments to and perfect the
mechanism of a free and open market
and a national market system and, in
general, to protect investors and the
public interest. The proposal
accomplishes these objectives by
enhancing transparency around third
party compensation and payments made
in connection with board service. The
Exchange believes such disclosure has
several benefits: It would provide
information to investors to help them
make meaningful investing and voting
decisions. It would also address
potential concerns that undisclosed
third party compensation arrangements
may lead to conflicts of interest among
16 Pursuant to Rule 14.501(c)(2)(A), a company is
provided 45 days to submit a plan to regain
compliance with Rules 14.408(c) (Quorum), 14.411
(Review of Related Party Transactions, 14.412
(Shareholder Approval), 14.207(c)(3) (Auditor
Registration), 14.208(a) (Direct Registration
Program), 14.406 (Code of Conduct), 14.407(a)(4)(E)
(Quorum of Limited Partnerships), 14.407(a)(4)(G)
(Related Party Transactions of Limited
Partnerships), and 14.413 (Voting Rights). A
company is generally provided 60 days to submit
a plan to regain compliance with the requirements
to timely file periodic reports contained in Rule
14.207(c)(1).
17 15 U.S.C. 78f.
18 15 U.S.C. 78f(b)(5).
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directors and call into question their
ability to satisfy fiduciary duties.
The Exchange believes that it is
consistent with the protection of
investors and the public interest, and
not unfairly discriminatory, to permit
foreign private issuers to comply with
home country practice in lieu of the
requirements of the proposed rule. This
approach is consistent with an existing
structure for foreign private issuers
whereby such companies may follow
home country practice in lieu of certain
listing rules, subject to an established
process which includes disclosure
obligations and submission to IEX of a
written statement from an independent
counsel in such Company’s home
country certifying that the Company’s
practices are not prohibited by the home
country’s laws.
Further, the Exchange notes that a
substantially identical proposed rule
change by the Nasdaq Stock Market LLC
(‘‘Nasdaq’’) was recently approved by
the Commission, pursuant to which the
Commission found that the Nasdaq
proposed rule change is consistent with
the requirements of the Act and the
rules and regulations thereunder
applicable to a national securities
exchange.19 In particular, the
Commission found that the Nasdaq
proposed rule change is ‘‘consistent
with the requirements of Section 6(b)(5)
of the Act, which requires, among other
things, that the Exchange’s rules be
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 a national market
system, and, in general, to protect
investors and the public interest; and
not be designed to permit, among other
things, unfair discrimination between
issuers.’’ Accordingly, the Exchange
believes that the same considerations
apply to this proposed rule change since
the proposed changes are substantially
identical to the Nasdaq rules.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
IEX does not believe that the
proposed rule change will result in any
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed rule to require listed
companies to disclose third party
compensation and payments in
connection with board service is
intended to provide meaningful
information to investors and to address
19 See Securities Exchange Act Release No. 78223
(July 1, 2016), 81 FR 44400 (July 7, 2016).
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18:42 Dec 15, 2016
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potential concerns with undisclosed
compensation arrangements without
creating unnecessary burdens on
directors or those making the payments.
Further, the proposed rule change is
intended to promote transparency and
protect investors. To the extent that a
competitor marketplace believes that the
proposed rule change places it at a
competitive disadvantage, it of course
may file with the Commission a
proposed rule change to adopt the same
or similar rule.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
Written comments were neither
solicited nor received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed
rule change pursuant to Section
19(b)(3)(A)(iii) of the Act 20 and Rule
19b–4(f)(6) thereunder.21 Because the
proposed rule change does not: (i)
Significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
prior to 30 days from the date on which
it was filed, or such shorter time as the
Commission may designate, if
consistent with the protection of
investors and the public interest, the
proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act and Rule 19b–4(f)(6)(iii)
thereunder.
At any time within 60 days of the
filing of such proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
under Section 19(b)(2)(B) 22 of the Act to
determine whether the proposed rule
change should be approved or
disapproved.
20 15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires the Exchange to give the
Commission written notice of the Exchange’s intent
to file the proposed rule change, along with a brief
description and 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 Exchange
has satisfied this requirement.
22 15 U.S.C. 78s(b)(2)(B).
21 17
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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 No. SR–
IEX–2016–19 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549–1090.
All submissions should refer to File No.
SR–IEX–2016–19. 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 No. SR–IEX–2016–
19, and should be submitted on or
before January 6, 2017.
23
17 CFR 200.30–3(a)(12).
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Federal Register / Vol. 81, No. 242 / Friday, December 16, 2016 / Notices
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.23
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2016–30255 Filed 12–15–16; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
32389; 812–14663]
Alpha Architect ETF Trust, et al.;
Notice of Application
December 12, 2016
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application for an
order under section 6(c) of the
Investment Company Act of 1940 (the
‘‘Act’’) for an exemption from sections
2(a)(32), 5(a)(1), 22(d), and 22(e) of the
Act and rule 22c–1 under the Act, under
sections 6(c) and 17(b) of the Act for an
exemption from sections 17(a)(1) and
17(a)(2) of the Act, and under section
12(d)(1)(J) for an exemption from
sections 12(d)(1)(A) and 12(d)(1)(B) of
the Act. The requested order would
permit (a) index-based series of certain
open-end management investment
companies to issue shares (‘‘Shares’’)
redeemable in large aggregations only
(‘‘Creation Units’’); (b) secondary market
transactions in Shares to occur at
negotiated market prices rather than at
net asset value (‘‘NAV’’); (c) certain
Funds to pay redemption proceeds,
under certain circumstances, more than
seven days after the tender of Shares for
redemption; (d) certain affiliated
persons of a fund to deposit securities
into, and receive securities from, the
fund in connection with the purchase
and redemption of Creation Units; and
(e) certain registered management
investment companies and unit
investment trusts outside of the same
group of investment companies as the
funds (‘‘Funds of Funds’’) to acquire
Shares of the Funds.
AGENCY:
Alpha Architect ETF Trust
(the ‘‘Trust’’), a Delaware statutory trust
registered under the Act as an open-end
management investment company with
multiple series, Empowered Funds, LLC
(the ‘‘Adviser’’), a Pennsylvania limited
liability company registered as an
investment adviser under the
Investment Advisers Act of 1940, and
Quasar Distributors, LLC (the ‘‘Initial
Distributor’’), a Delaware limited
liability company and broker-dealer
registered under the Securities
Exchange Act of 1934 (‘‘Exchange Act’’).
mstockstill on DSK3G9T082PROD with NOTICES
APPLICANTS:
VerDate Sep<11>2014
18:42 Dec 15, 2016
Jkt 241001
The application was filed
on June 15, 2016, and amended on
October 7, 2016.
HEARING OR NOTIFICATION OF HEARING: An
order granting the requested relief will
be issued unless the Commission orders
a hearing. Interested persons may
request a hearing by writing to the
Commission’s Secretary and serving
applicants with a copy of the request,
personally or by mail. Hearing requests
should be received by the Commission
by 5:30 p.m. on January 6, 2017, and
should be accompanied by proof of
service on applicants, in the form of an
affidavit, or for lawyers, a certificate of
service. Pursuant to rule 0–5 under the
Act, hearing requests should state the
nature of the writer’s interest, any facts
bearing upon the desirability of a
hearing on the matter, the reason for the
request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
writing to the Commission’s Secretary.
ADDRESSES: Secretary, Securities and
Exchange Commission, 100 F Street NE.,
Washington, DC 20549–1090;
Applicants: Alpha Architect ETF Trust
and Empowered Funds, LLC, 213
Foxcroft Road, Broomall, PA 19008;
Quasar Distributors, LLC, 615 East
Michigan Street, 4th Floor, Milwaukee,
Wisconsin 53202.
FOR FURTHER INFORMATION CONTACT:
Emerson S. Davis, Senior Counsel at
(202) 551–6868, or Daniele Marchesani,
Assistant Chief Counsel, at (202) 551–
6821 (Division of Investment
Management, Chief Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
Web site by searching for the file
number, or for an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
FILING DATES:
Summary of the Application
1. Applicants request an order that
would allow funds to operate as index
exchange traded funds (‘‘ETFs’’).1 Fund
Shares will be purchased and redeemed
at their NAV in Creation Units only. All
1 Applicants request that the order apply to the
initial series of the Trust and any additional series
of the Trust, and any other open-end management
investment companies or series thereof that may be
created in the future (each, included in the term
‘‘Fund’’), each of which will operate as an ETF and
will track a specified index comprised of domestic
and/or foreign equity securities or domestic and/or
foreign fixed income securities (each, an
‘‘Underlying Index’’). Any Fund will (a) be advised
by the Adviser or an entity controlling, controlled
by, or under common control with the Adviser
(included in the term ‘‘Adviser’’) and (b) comply
with the terms and conditions of the application.
PO 00000
Frm 00101
Fmt 4703
Sfmt 4703
91215
orders to purchase Creation Units and
all redemption requests will be placed
by or through an ‘‘Authorized
Participant’’, which will have signed a
participant agreement with a brokerdealer registered under the Securities
Exchange Act of 1943 (‘‘Exchange Act’’)
(the Initial Distributor, together with
any future distributor, the
‘‘Distributor’’). Shares will be listed and
traded individually on a national
securities exchange, where share prices
will be based on the current bid/offer
market. Any order granting the
requested relief would be subject to the
terms and conditions stated in the
application.
2. Each Fund will hold investment
positions selected to correspond
generally to the performance of an
Underlying Index. In the case of selfindexing Funds, an affiliated person, as
defined in section 2(a)(3) of the Act
(‘‘Affiliated Person’’), or an affiliated
person of an Affiliated Person (‘‘SecondTier Affiliate’’), of the Trust or a Fund,
of the Adviser, of any sub-adviser to or
promoter of a Fund, or of the Distributor
will compile, create, sponsor or
maintain the Underlying Index.2
3. Shares will be purchased and
redeemed in Creation Units and
generally on an in-kind basis. Except
where the purchase or redemption will
include cash under the limited
circumstances specified in the
application, purchasers will be required
to purchase Creation Units by
depositing specified instruments
(‘‘Deposit Instruments’’), and
shareholders redeeming their Shares
will receive specified instruments
(‘‘Redemption Instruments’’). The
Deposit Instruments and the
Redemption Instruments will each
correspond pro rata to the positions in
the Fund’s portfolio (including cash
positions) except as specified in the
application.
4. Because Shares will not be
individually redeemable, applicants
request an exemption from section
5(a)(1) and section 2(a)(32) of the Act
that would permit the Funds to register
as open-end management investment
companies and issue Shares that are
redeemable in Creation Units only.
5. Applicants also request an
exemption from section 22(d) of the Act
and rule 22c–1 under the Act as
2 Each self-indexing fund (‘‘Self-Indexing Fund’’)
will post on its Web site the identities and
quantities of the investment positions that will form
the basis for the Fund’s calculation of its NAV at
the end of the day. Applicants believe that requiring
Self-Indexing Funds to maintain full portfolio
transparency will help address, together with other
protections, conflicts of interest with respect to
such Funds.
E:\FR\FM\16DEN1.SGM
16DEN1
]]>Agencies
[Federal Register Volume 81, Number 242 (Friday, December 16, 2016)]
[Notices]
[Pages 91211-91215]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-30255]
=======================================================================
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-79527; File No. SR-IEX-2016-19]
Self-Regulatory Organizations: Investors Exchange LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Require
Listed Companies To Publicly Disclose Compensation or Other Payments by
Third Parties to Any Nominee for Director or Sitting Director in
Connection With Their Candidacy for or Service on the Companies' Board
of Directors
December 12, 2016.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that on December 5, 2016, the Investors Exchange LLC (``IEX'' or
the ``Exchange'') 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.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change
Pursuant to the provisions of Section 19(b)(1) under the Securities
Exchange Act of 1934 (``Act''),\4\ and Rule 19b-4
[[Page 91212]]
thereunder,\5\ Investors Exchange LLC (``IEX'' or ``Exchange'') is
filing with the Securities and Exchange Commission (``Commission'') a
proposed rule change to require listed companies to publicly disclose
compensation or other payments by third parties to any nominee for
director or sitting director in connection with their candidacy for or
service on the companies' Board of Directors. The Exchange has
designated this proposal as non-controversial and provided the
Commission with the notice required by Rule 19b-4(f)(6)(iii) under the
Act.\6\
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\4\ 15 U.S.C. 78s(b)(1).
\5\ 17 CFR 240.19b-4.
\6\ 17 CFR 240.19b-4(f)(6)(iii).
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The text of the proposed rule change is available at the Exchange's
Web site at www.iextrading.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 these statement may be examined at
the places specified in Item IV 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.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
On June 17, 2016 the Commission granted IEX's application for
registration as a national securities exchange under Section 6 of the
Act including approval of rules applicable to the qualification,
listing and delisting of companies on the Exchange. The Exchange plans
to begin a listing program in 2017 and is proposing additional rules
applicable to companies listing on the Exchange in this proposed rule
change.
IEX rules require listed companies to make public disclosure in
several areas. For example, a listed company is required to publicly
disclose material information that would reasonably be expected to
affect the value of its securities or influence investors' decisions as
well as when non-independent directors serve on a committee that
generally requires only independent directors, such as for a controlled
company or under exceptional and limited circumstances.\7\ A listed
company is also required to file required periodic reports with the
Commission.\8\ A principal purpose of these disclosure requirements is
to protect investors and ensure these investors have necessary
information to make informed investment and voting decisions.
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\7\ See Rules 14.207(b)(1), 14.407(c)(2), 14.405(c)(2)(B),
14.405(d)(2)(B) and 14.405(e)(3).
\8\ See Rule 14.207(c).
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However, based on press reports and information from market
participants, IEX understands there is one area where investors may not
have complete or timely information. This is when third parties
compensate directors in connection with their candidacy for and/or
service on company Board of Directors. This third-party compensation,
which may not be publicly disclosed, arises when a shareholder
privately offers to compensate nominee directors in connection with
those nominees' candidacy or service as directors. These arrangements
vary but may include compensating directors based on achieving
benchmarks such as an increase in share price over a fixed term.\9\
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\9\ See, discussion generally in Securities Exchange Act Release
No. 78223 (July 1, 2016), 81 FR 44400 (July 7, 2016) (Order Granting
Approval of SR-NASDAQ-2016-13).
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IEX believes these undisclosed compensation arrangements
potentially raise several concerns, including that they may lead to
conflicts of interest among directors and call into question the
directors' ability to satisfy their fiduciary duties. These
arrangements may also tend to promote a focus on short-term results at
the expense of long-term value creation. IEX believes that enhancing
transparency around third-party board compensation would help address
these concerns and would benefit investors by making available
information potentially relevant to investment and voting decisions.
IEX further believes that the proposed disclosure would not create
meaningful burdens on directors or those making these payments nor on
the companies required to make the disclosure.\10\
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\10\ See, note 9.
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Accordingly, IEX is proposing to adopt Rule 14.207(b)(3) to require
listed companies to publicly disclose on or through the companies' Web
site or proxy statement or information statement for any shareholders'
meeting at which directors are elected (or, if they do not file proxy
or information statements, in Form 10-K or Form 20-F),\11\ the material
terms of all agreements and arrangements between any director or
nominee and any person or entity other than the company (the ``Third
Party'') relating to compensation or other payment in connection with
that person's candidacy or service as a director.12 13 A
company may make this disclosure through its Web site by hyperlinking
to another Web site, which must be continuously accessible. If that Web
site subsequently becomes inaccessible or that hyperlink inoperable,
the company must promptly restore it or make other disclosure in
accordance with this proposed rule.
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\11\ This disclosure method is consistent with the method under
Rule 14.405(d)(2)(B) for disclosure of the appointment of a non-
independent compensation committee member under exceptional and
limited circumstances.
\12\ The proposal is intended to apply to agreements and
arrangements whether or not the right to nominate a director legally
belongs to a third party. See Supplementary Material .07 to Rule
14.405 (Independent Director Oversight of Director Nominations).
\13\ If the Company provides disclosure in a proxy or
information statement, including to satisfy the SEC's proxy
disclosure requirements, sufficient to comply with this rule, its
obligation to satisfy this rule is fulfilled regardless of the
reason for which such disclosure was made.
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Consistent with other exemptions afforded certain types of
companies, the Exchange is also proposing to amend Rule 14.407(a)(3) to
provide that a foreign private issuer may follow home country practice
in lieu of the requirements of the proposed rule. A Foreign Private
Issuer may follow its home country practice in lieu of the requirements
of Rule 14.207(b)(3) by utilizing the process described in Rule
14.407(a)(3), including but not limited to the requirement to submit to
IEX a written statement from an independent counsel in such Company's
home country certifying that the Company's practices are not prohibited
by the home country's laws.
Companies listed at the time this proposed rule becomes effective
or initially listed thereafter must disclose all agreements and
arrangements in accordance with this proposed rule by no later than the
date on which the Company files or furnishes a proxy or information
statement subject to Regulation 14A or 14C under the Act in connection
with the Company's next shareholders' meeting at which directors are
elected (or, if they do not file proxy or information statements, no
later than when the Company files next Form 10-K or Form 20-F).
Thereafter, a listed company must make this disclosure at least
annually until the earlier of the resignation of the director or one
year following the termination of
[[Page 91213]]
the agreement or arrangement.\14\ The proposed rule does not separately
require the initial disclosure of newly entered into agreements or
arrangements, provided that disclosure is made pursuant to this rule
for the next shareholder meeting at which directors are elected.
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\14\ A Company posting the requisite disclosure on or through
its Web site must make it publicly available no later than the date
on which the Company files a proxy or information statement in
connection with a shareholders' meeting at which directors are
elected (or, if they do not file proxy or information statements, no
later than when the Company files its next Form 10-K or Form 20-F).
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If a Company discovers an agreement or arrangement that should have
been disclosed pursuant to subparagraph (A) of the proposed rule but
was not, the Company must promptly make the required disclosure in
accordance with this proposed rule.\15\ In addition, for agreements and
arrangements not required to be disclosed in accordance with
subparagraph (A)(ii) of the proposed rule, such as employment with a
third party that existed prior to the nominee's candidacy and is
otherwise disclosed, but where the director or nominee's remuneration
is thereafter materially increased specifically in connection with such
person's candidacy or service as a director of the company, only the
difference between the new and previous level of compensation or other
payment obligation need be disclosed.
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\15\ See infra discussion on remedial disclosure.
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The terms ``compensation'' and ``other payment'' as used in this
proposed rule are intended to be construed broadly and apply to
agreements and arrangements that provide for non-cash compensation and
other payment obligations, such as health insurance premiums or
indemnification, made in connection with a person's candidacy or
service as a director. Further, at a minimum, the disclosure should
identify the parties to and the material terms of the agreement or
arrangement relating to compensation.
In recognition of circumstances that do not raise the concerns
noted above or where such disclosure may be duplicative, the proposed
rule would not apply to agreements and arrangements that existed before
the nominee's candidacy and the nominee's relationship with the Third
Party has been otherwise publicly disclosed, for example, pursuant to
Items 402(a)(2) of Regulation S-K or in a director's biographical
summary included in periodic reports filed with the Commission. An
example of an agreement or arrangement falling under this exception is
a director or a nominee for director being employed by a private equity
or venture capital firm, or a fund established by such firm, where
employees are expected to and routinely serve on the boards of the
fund's portfolio companies and their remuneration is not materially
affected by such service. If such a director a [sic] nominee's
remuneration is materially increased in connection with such person's
candidacy or service as a director of the company, only the difference
between the new and previous level of compensation needs to be
disclosed under the proposed rule.
Additionally, the proposed rule would not apply to agreements and
arrangements that relate only to reimbursement of expenses incurred in
connection with candidacy as a director, whether or not such
reimbursement arrangement has been publicly disclosed. Further,
Commission Rule 14a-12(c) subjects persons soliciting proxies in
opposition to companies' proxy solicitation to certain disclosure
requirements of Schedule 14A of the Act. The proposed rule relieves the
company from the disclosure requirements of the proposed Rule
14.207(b)(3)(A) where an agreement or arrangement for a director or a
nominee has been disclosed under Item 5(b) of Schedule 14A of the Act
in the current fiscal year. However, such an agreement or arrangement
is subject to the continuous disclosure requirements of the proposed
Rule 14.207(b)(3)(B) on an annual basis. Similarly, a Company that
provides disclosure in the current fiscal year pursuant to the
requirement in Item 5.02(d)(2) of Form 8-K requiring ``a brief
description of any arrangement or understanding between the new
director and any other persons, naming such persons, pursuant to which
such director was selected as a director''--would not have to make a
separate disclosure under the proposed Rule 14.207(b)(3)(A). Such
disclosure under Commission rules, however, shall not relieve a company
of its ongoing obligation under the proposed Rule 14.207(b)(3)(B) to
make annual disclosure.
In recognition that a company, despite reasonable efforts, may not
be able to identify all such agreements and arrangements, the proposed
rule provides that a company shall not be deficient with the proposed
disclosure requirements if it has undertaken reasonable efforts to
identify all such agreements and arrangements, including by asking each
director or nominee in a manner designed to allow timely disclosure,
and upon discovery of a non-disclosed arrangement, promptly makes the
required disclosure by filing a Form 8-K or 6-K, where required by
Commission rules, or by issuing a press release. However, such remedial
disclosure, regardless of its timing, does not satisfy the ongoing
annual disclosure requirements under subparagraph (B).
In cases where a company is considered deficient, the company must
provide a plan to regain compliance. Consistent with deficiencies from
most other rules that allow a company to submit a plan to regain
compliance,\16\ IEX proposes to allow companies deficient under the
proposed rule 45 calendar days to submit a plan sufficient to satisfy
IEX staff that the company has adopted processes and procedures
designed to identify and disclose relevant agreements and arrangements
in the future. If the company does not do so, it would be issued a
Staff Delisting Determination, which the company could appeal to a
Hearings Panel pursuant to Rule 14.502.
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\16\ Pursuant to Rule 14.501(c)(2)(A), a company is provided 45
days to submit a plan to regain compliance with Rules 14.408(c)
(Quorum), 14.411 (Review of Related Party Transactions, 14.412
(Shareholder Approval), 14.207(c)(3) (Auditor Registration),
14.208(a) (Direct Registration Program), 14.406 (Code of Conduct),
14.407(a)(4)(E) (Quorum of Limited Partnerships), 14.407(a)(4)(G)
(Related Party Transactions of Limited Partnerships), and 14.413
(Voting Rights). A company is generally provided 60 days to submit a
plan to regain compliance with the requirements to timely file
periodic reports contained in Rule 14.207(c)(1).
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2. Statutory Basis
IEX believes that the proposed rule change is consistent with
Section 6(b) \17\ of the Act in general, and furthers the objectives of
Section 6(b)(5) of the Act,\18\ in particular, in that it is designed
to prevent fraudulent and manipulative acts and practices, to promote
just and equitable principles of trade, to foster cooperation and
coordination with persons engaged in facilitating transactions in
securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system and, in general, to
protect investors and the public interest. The proposal accomplishes
these objectives by enhancing transparency around third party
compensation and payments made in connection with board service. The
Exchange believes such disclosure has several benefits: It would
provide information to investors to help them make meaningful investing
and voting decisions. It would also address potential concerns that
undisclosed third party compensation arrangements may lead to conflicts
of interest among
[[Page 91214]]
directors and call into question their ability to satisfy fiduciary
duties.
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\17\ 15 U.S.C. 78f.
\18\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that it is consistent with the protection of
investors and the public interest, and not unfairly discriminatory, to
permit foreign private issuers to comply with home country practice in
lieu of the requirements of the proposed rule. This approach is
consistent with an existing structure for foreign private issuers
whereby such companies may follow home country practice in lieu of
certain listing rules, subject to an established process which includes
disclosure obligations and submission to IEX of a written statement
from an independent counsel in such Company's home country certifying
that the Company's practices are not prohibited by the home country's
laws.
Further, the Exchange notes that a substantially identical proposed
rule change by the Nasdaq Stock Market LLC (``Nasdaq'') was recently
approved by the Commission, pursuant to which the Commission found that
the Nasdaq proposed rule change is consistent with the requirements of
the Act and the rules and regulations thereunder applicable to a
national securities exchange.\19\ In particular, the Commission found
that the Nasdaq proposed rule change is ``consistent with the
requirements of Section 6(b)(5) of the Act, which requires, among other
things, that the Exchange's rules be 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 a national market system, and, in
general, to protect investors and the public interest; and not be
designed to permit, among other things, unfair discrimination between
issuers.'' Accordingly, the Exchange believes that the same
considerations apply to this proposed rule change since the proposed
changes are substantially identical to the Nasdaq rules.
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\19\ See Securities Exchange Act Release No. 78223 (July 1,
2016), 81 FR 44400 (July 7, 2016).
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B. Self-Regulatory Organization's Statement on Burden on Competition
IEX does not believe that the proposed rule change will result in
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. The proposed rule to require
listed companies to disclose third party compensation and payments in
connection with board service is intended to provide meaningful
information to investors and to address potential concerns with
undisclosed compensation arrangements without creating unnecessary
burdens on directors or those making the payments.
Further, the proposed rule change is intended to promote
transparency and protect investors. To the extent that a competitor
marketplace believes that the proposed rule change places it at a
competitive disadvantage, it of course may file with the Commission a
proposed rule change to adopt the same or similar rule.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \20\ and Rule 19b-4(f)(6) thereunder.\21\
Because the proposed rule change does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.
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\20\ 15 U.S.C. 78s(b)(3)(A)(iii).
\21\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires the Exchange to give the Commission written notice of the
Exchange's intent to file the proposed rule change, along with a
brief description and 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
Exchange has satisfied this requirement.
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At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \22\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\22\ 15 U.S.C. 78s(b)(2)(B).
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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 No. SR-IEX-2016-19 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.
All submissions should refer to File No. SR-IEX-2016-19. 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 No. SR-IEX-2016-19, and should be
submitted on or before January 6, 2017.
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\23\ 17 CFR 200.30-3(a)(12).
[[Page 91215]]
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For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\23\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2016-30255 Filed 12-15-16; 8:45 am]
BILLING CODE 8011-01-P
