Self-Regulatory Organizations; Cboe C2 Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating To Amend the Exchange's Tenth Amended and Restated Bylaws (the “Exchange Bylaws”) the Fourth Amended and Restated Bylaws (the “Parent Bylaws”) of Its Parent Corporation, Cboe Global Markets, Inc. (“Cboe” or the “Parent”), 4571-4573 [2019-02396]
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Federal Register / Vol. 84, No. 32 / Friday, February 15, 2019 / Notices
khammond on DSKBBV9HB2PROD with NOTICES
B. Consistency With Rule 17Ad–22(d)(4)
Rule 17Ad–22(d)(4) requires, in
relevant part, that a registered clearing
agency that is not a covered clearing
agency establish, implement, maintain,
and enforce written policies and
procedures reasonably designed to
identify sources of operational risk and
minimize them through the
development of appropriate systems,
controls, and procedures.21 The
Commission believes that the NIA
Policy would do this through
establishing revised and clarified
definitions, personnel responsibilities,
and documentation procedures related
to the identification, review, and
approval of New Initiatives.
Specifically, the revised NIA Policy
would ensure that ICC’s system of
approving New Initiatives defines such
initiatives (as noted above) as being
those that most significantly impact key
areas and functions of ICC, and
therefore helps ensures that ICC will
appropriately address, and therefore
enhance its ability to mitigate, the
potential operational and other risks
associated with implementing such New
Initiatives. Further, by clearly
identifying and transparently
communicating the role of ICC’s
management across multiple
departments and functions, the
Commission believes that the NIA
Policy would enhance ICC’s ability to
identify sources of operational risk by
involving the most relevant and
responsible parties in focusing on the
most impactful initiatives.
Additionally, the revisions to the NIA
Policy would create a system in which
new initiatives would be assessed by
relevant stakeholders throughout ICC
and through which such assessments
would be documented. For instance, the
NIAC would utilize detailed matrixes
and forms to evidence that requisite
approvals for new initiatives were
obtained, risks and mitigation plans
were considered, and all appropriate
conditions were met prior to the
implementation of a New Initiative. The
Commission believes that such
documentation would enhance ICC’s
ability to minimize operational risk by
requiring thorough reviews and
justifications of its actions. As a result,
the Commission finds that the proposed
rule, taken as a whole, enhances ICC’s
process of identifying and minimizing
sources of operational risk associated
with New Initiatives and is
consequently consistent with Rule
17Ad–22(d)(4).22
21 17
CFR 240.17Ad–22(d)(4).
22 Id.
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C. Consistency With Rule 17Ad–22(d)(8)
Rule 17Ad–22(d)(8) 23 requires, in
relevant part, that a registered clearing
agency that is not a covered clearing
agency implement, maintain and
enforce written policies and procedures
reasonably designed to have governance
arrangements that are clear and
transparent to fulfill the public interest
requirements in Section 17A of the
Act.24 The NIA Policy proposed by ICC
describes the roles of key participants in
the identification, review, approval, and
assessment of new initiatives. In
particular, the NIA Policy describes the
steering committee’s role in prioritizing
the implementation of initiatives as well
as NIAC’s role and composition,
including the participation of the heads
of departments and representatives of
Enterprise Risk, Quality Systems, and
Systems Operations. Additionally, the
proposal clarifies that the NIA Policy
contains procedures for notifying and
seeking input from all relevant
departments on the introduction of New
Initiatives. By setting forth clearly
delineated managerial roles and
requiring information sharing across ICC
related to New Initiatives, the
Commission finds that the proposed
rule change enhances and fosters
governance arrangements that are clear
and transparent and is therefore
consistent with the requirements of Rule
17Ad–22(d)(8).25
IV. Conclusion
On the basis of the foregoing, the
Commission finds that the proposed
rule change is consistent with the
requirements of the Act, and in
particular with the requirements of
Section 17A of the Act 26 and Rules
17Ad–22(d)(4) and 17Ad–22(d)(8) 27
thereunder.
It is therefore ordered pursuant to
Section 19(b)(2) of the Act 28 that the
proposed rule change (SR–ICC–2018–
011) be, and hereby is, approved.29
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.30
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019–02452 Filed 2–14–19; 8:45 am]
BILLING CODE 8011–01–P
23 17
CFR 240.17Ad–22(d)(8).
U.S.C. 78q–1.
25 17 CFR 240.17Ad–22(d)(8).
26 15 U.S.C. 78q–1.
27 17 CFR 240.17Ad–22(d)(4) and (d)(8).
28 15 U.S.C. 78s(b)(2).
29 In approving the proposed rule change, the
Commission considered the proposal’s impact on
efficiency, competition, and capital formation. 15
U.S.C. 78c(f).
30 17 CFR 200.30–3(a)(12).
24 15
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–85101; File No. SR–C2–
2019–001]
Self-Regulatory Organizations; Cboe
C2 Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change Relating To Amend the
Exchange’s Tenth Amended and
Restated Bylaws (the ‘‘Exchange
Bylaws’’) the Fourth Amended and
Restated Bylaws (the ‘‘Parent Bylaws’’)
of Its Parent Corporation, Cboe Global
Markets, Inc. (‘‘Cboe’’ or the ‘‘Parent’’)
February 11, 2019.
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 January
28, 2019, Cboe C2 Exchange, Inc. (the
‘‘Exchange’’ or ‘‘C2’’) 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 Exchange. The Exchange filed the
proposal as a ‘‘non-controversial’’
proposed rule change pursuant to
Section 19(b)(3)(A)(iii) of the Act 3 and
Rule 19b–4(f)(6) thereunder.4 The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Cboe C2 Exchange, Inc. (the
‘‘Exchange’’ or ‘‘C2 Options’’) proposes
to amend the Exchange’s Tenth
Amended and Restated Bylaws (the
‘‘Exchange Bylaws’’) the Fourth
Amended and Restated Bylaws (the
‘‘Parent Bylaws’’) of its parent
corporation, Cboe Global Markets, Inc.
(‘‘Cboe’’ or the ‘‘Parent’’). The text of the
proposed amendments to the Exchange
Bylaws is included in Exhibit 5A, and
the text of the proposed amendments to
the Parent Bylaws is included in Exhibit
5B.
The text of the proposed rule change
is also available on the Exchange’s
website (https://www.cboe.com/
AboutCBOE/CBOELegalRegulatory
Home.aspx), at the Exchange’s Office of
the Secretary, and at the Commission’s
Public Reference Room.
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(iii).
4 17 CFR 240.19b–4(f)(6).
2 17
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Federal Register / Vol. 84, No. 32 / Friday, February 15, 2019 / Notices
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
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange 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
The proposed rule change amends the
Exchange Bylaws to (1) amend the
provision regarding which offices may
be held by the same person and (2)
amend the description of the duties of
President of the Exchange. The
proposed rule change also amends the
Parent Bylaws to (1) amend the
description of the duties of President of
the Parent, (2) amend language relating
to the definition of ‘‘director
independence,’’ and (3) make a nonsubstantive update to the zip code for
the registered office the Corporation.
khammond on DSKBBV9HB2PROD with NOTICES
Offices Held by Same Person
Section 5.1(b) of the Exchange Bylaws
currently provides that two or more
offices may be held by the same person,
except the offices of Chief Executive
Officer and President.5 The Exchange
proposes to amend Section 5.1(b) of the
Exchange Bylaws to eliminate this
restriction, and thus permit the same
person to hold the offices of Chief
Executive Officer and President. This
proposal will provide the Exchange
with the flexibility to appoint the
person or persons it deems qualified
and appropriate to perform the duties of
both Chief Executive Officer and the
President.
Description of President
Section 5.3 of the Parent Bylaws and
Section 5.3 of the Exchange Bylaws each
provide that the President of the Parent
or Exchange, as applicable, shall be the
chief operating officer of the Parent or
Exchange, as applicable. The Exchange
proposes to amend Section 5.3 of each
of the Parent Bylaws and Section 5.3 of
5 Section 5.1(b) also prohibits the Chief Executive
Officer and President from also being the Secretary
or Assistant Secretary, which prohibition the
proposal does not substantively amend.
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19:41 Feb 14, 2019
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the Exchange Bylaws to provide that the
President of the Parent or Exchange, as
applicable, may be the chief operating
officer of the Parent or Exchange, as
applicable. Pursuant to this proposed
change, the President of the Parent or
Exchange may also serve as the chief
operating officer,6 but, rather than
requiring that one individual serve in
both capacities, Parent and the
Exchange will each have flexibility to
appoint the person or persons it deems
qualified and appropriate to perform the
duties of the President and duties of a
chief operating officer. In either case,
Parent and the Exchange each will have
one or more persons performing the
necessary duties of each role.
Definition of Director Independence
Cboe recently determined to remove
from listing its common stock, par value
$0.01 per share (the ‘‘Common Stock’’),
on the Nasdaq Stock Market LLC
(‘‘Nasdaq’’) and to designate BZX as the
primary listing venue for Parent’s
Common Stock, which became effective
in September 2018. In connection with
the delisting and primary listing venue
designation, the Exchange proposes to
update certain corporate governance
documents, including the Parent
Bylaws. Particularly, the Exchange
proposes to amend Section 3.3 of the
Parent Bylaws to change the definition
of director independence from
referencing the listing standards of the
New York Stock Exchange and Nasdaq
to language referencing the listing
standards of each national securities
exchange on which the common stock
of Parent is listed.
Registered Office Zip Code
The Exchange proposes to amend
Section 1.1 of the Parent Bylaws to
update the zip code of the Parent’s
registered agent from 19805 to 19801.
This change is in accordance with an
update from the U.S. Postal Service.
2. Statutory Basis
The Exchange believes the proposed
rule change is consistent with the Act
and the rules and regulations
thereunder applicable to the Exchange
and, in particular, the requirements of
Section 6(b) of the Act.7 Specifically,
the Exchange believes the proposed rule
change is consistent with Section 6(b)(1)
of the Act,8 which provides that the
6 This is consistent with the provision in each of
the Parent Bylaws and Exchange Bylaws that
provide that two or more offices may be held by the
same person, subject to certain exceptions. See
Section 5.1 of the Parent Bylaws and Section 5.1 of
the Exchange Bylaws.
7 15 U.S.C. 78f(b).
8 15 U.S.C. 78f(b)(1).
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Exchange be organized and have the
capacity to be able to carry out the
purposes of the Act and to enforce
compliance by the Exchange’s Trading
Permit Holders and persons associated
with its Trading Permit Holders with
the Act, the rules and regulations
thereunder, and the rules of the
Exchange.
In particular, the Exchange believes
the proposed changes are not material
and will have a de minimis impact on
the governance, ownership, or
operations of the Exchange.
The proposed rule change to permit
the same person to hold the offices of
Chief Executive Officer and President of
the Exchange will enable the Exchange
to continue to be organized and have the
capacity to be able to carry out the
purposes of the Act, because it will
provide the Exchange with flexibility to
appoint the person or persons it deems
qualified and appropriate to perform the
duties of both Chief Executive Officer
and the President. The Exchange will
continue to have a Chief Executive
Officer and President—the proposed
change merely permits a single person
rather than multiple people to hold
these offices. This will ensure continued
orderly operation of the Exchange in a
manner the Exchange deems most
appropriate.9
The proposed rule change to permit
each of Parent and the Exchange to
appoint different persons to serve as
President and chief operating officer of
each entity will enable the Exchange to
continue to be organized and have the
capacity to be able to carry out the
purposes of the Act, because it will
provide each entity with flexibility to
appoint the person or persons it deems
qualified and appropriate to perform the
duties of President and a chief operating
officer. Parent and the Exchange each
will continue to have the necessary
duties of each role performed—the
proposed change merely permits
multiple people rather than a single
person to perform these duties. This
will ensure continued orderly operation
of the Exchange in a manner Parent and
the Exchange deem most appropriate.
The Exchange believes in light of the
delisting of Parent’s Common Stock
from Nasdaq, it is appropriate to remove
the requirement to comply with the
independence requirements contained
in the listing standards of Nasdaq, as
well as the independence requirements
contained in the listing standards of
NYSE. The Exchange notes that the
independence requirements of BZX are
9 The proposed change also conforms this
provision to the corresponding provision in Parent’s
Bylaws. See Section 5.1 of Parent’s Bylaws.
E:\FR\FM\15FEN1.SGM
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Federal Register / Vol. 84, No. 32 / Friday, February 15, 2019 / Notices
substantially similar to the
independence requirements contained
in the listing standards of Nasdaq and
NYSE.
The Exchange believes that by
ensuring its parent company’s
governance documents accurately
reflect the correct legal address of
Parent’s registered office, the proposed
rule change would reduce potential
investor or market participant
confusion.
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 Act. The
proposed rule change is not intended to
address competitive issues but rather is
concerned solely with updating the
Parent Bylaws and Exchange Bylaws to
reflect the changes described above.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange neither solicited nor
received comments on the proposed
rule change.
khammond on DSKBBV9HB2PROD with NOTICES
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 10 and Rule
19b–4(f)(6) thereunder.11 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) by its terms,
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 operative pursuant to Section
19(b)(3)(A) of the Act and Rule 19b–
4(f)(6) thereunder.
A proposed rule change filed under
Rule 19b–4(f)(6) 12 normally does not
become operative for 30 days after the
date of filing. However, pursuant to
Rule 19b–4(f)(6),13 the Commission may
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
19:41 Feb 14, 2019
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 website (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 website 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 the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–C2–2019–001 and should
be submitted on or before March 8,
2019.
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:
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.15
Eduardo A. Aleman,
Deputy Secretary.
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–
C2–2019–001 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
Number SR–C2–2019–001. This file
number should be included on the
purposes only of waiving the 30-day
operative delay, the Commission has also
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
U.S.C. 78s(b)(3)(A)(iii).
11 17 CFR 240.19b–4(f)(6).
12 Id.
13 Id.
VerDate Sep<11>2014
waive the 30-day operative delay so that
proposal may become operative upon
filing. The Exchange states that the
proposed changes relating to the ability
of the same person to hold multiple
officer titles and the amended
independence requirements are
consistent with other national securities
exchanges and will enable the Exchange
to continue to be organized and have the
capacity to be able to carry out the
purposes of the Act, including
protecting investors and the public
interest. Further, the proposed change of
updating the zip code of the Parent’s
registered office does not raise any
regulatory issues. For the foregoing
reasons, the Commission believes that
waiving the 30-day operative delay is
consistent with the protection of
investors and the public interest and,
therefore, the Commission designates
the proposed rule change to be operative
upon filing.14
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 will institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.
14 For
10 15
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[FR Doc. 2019–02396 Filed 2–14–19; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–85088; File No. SR–
NYSEArca–2019–02]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing of Proposed
Rule Change Relating to the Listing
and Trading of the Shares of the
ProShares UltraPro 3x Natural Gas ETF
and ProShares UltraPro 3x Short
Natural Gas ETF Under NYSE Arca
Rule 8.200–E
February 11, 2019.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
15 17
1 15
E:\FR\FM\15FEN1.SGM
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
15FEN1
]]>Agencies
[Federal Register Volume 84, Number 32 (Friday, February 15, 2019)]
[Notices]
[Pages 4571-4573]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-02396]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-85101; File No. SR-C2-2019-001]
Self-Regulatory Organizations; Cboe C2 Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change Relating
To Amend the Exchange's Tenth Amended and Restated Bylaws (the
``Exchange Bylaws'') the Fourth Amended and Restated Bylaws (the
``Parent Bylaws'') of Its Parent Corporation, Cboe Global Markets, Inc.
(``Cboe'' or the ``Parent'')
February 11, 2019.
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 January 28, 2019, Cboe C2 Exchange, Inc. (the ``Exchange'' or
``C2'') 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 Exchange. The Exchange
filed the proposal as a ``non-controversial'' proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-
4(f)(6) thereunder.\4\ 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.
\3\ 15 U.S.C. 78s(b)(3)(A)(iii).
\4\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Cboe C2 Exchange, Inc. (the ``Exchange'' or ``C2 Options'')
proposes to amend the Exchange's Tenth Amended and Restated Bylaws (the
``Exchange Bylaws'') the Fourth Amended and Restated Bylaws (the
``Parent Bylaws'') of its parent corporation, Cboe Global Markets, Inc.
(``Cboe'' or the ``Parent''). The text of the proposed amendments to
the Exchange Bylaws is included in Exhibit 5A, and the text of the
proposed amendments to the Parent Bylaws is included in Exhibit 5B.
The text of the proposed rule change is also available on the
Exchange's website (https://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), at the Exchange's Office of the
Secretary, and at the Commission's Public Reference Room.
[[Page 4572]]
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 Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange 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
The proposed rule change amends the Exchange Bylaws to (1) amend
the provision regarding which offices may be held by the same person
and (2) amend the description of the duties of President of the
Exchange. The proposed rule change also amends the Parent Bylaws to (1)
amend the description of the duties of President of the Parent, (2)
amend language relating to the definition of ``director independence,''
and (3) make a non-substantive update to the zip code for the
registered office the Corporation.
Offices Held by Same Person
Section 5.1(b) of the Exchange Bylaws currently provides that two
or more offices may be held by the same person, except the offices of
Chief Executive Officer and President.\5\ The Exchange proposes to
amend Section 5.1(b) of the Exchange Bylaws to eliminate this
restriction, and thus permit the same person to hold the offices of
Chief Executive Officer and President. This proposal will provide the
Exchange with the flexibility to appoint the person or persons it deems
qualified and appropriate to perform the duties of both Chief Executive
Officer and the President.
---------------------------------------------------------------------------
\5\ Section 5.1(b) also prohibits the Chief Executive Officer
and President from also being the Secretary or Assistant Secretary,
which prohibition the proposal does not substantively amend.
---------------------------------------------------------------------------
Description of President
Section 5.3 of the Parent Bylaws and Section 5.3 of the Exchange
Bylaws each provide that the President of the Parent or Exchange, as
applicable, shall be the chief operating officer of the Parent or
Exchange, as applicable. The Exchange proposes to amend Section 5.3 of
each of the Parent Bylaws and Section 5.3 of the Exchange Bylaws to
provide that the President of the Parent or Exchange, as applicable,
may be the chief operating officer of the Parent or Exchange, as
applicable. Pursuant to this proposed change, the President of the
Parent or Exchange may also serve as the chief operating officer,\6\
but, rather than requiring that one individual serve in both
capacities, Parent and the Exchange will each have flexibility to
appoint the person or persons it deems qualified and appropriate to
perform the duties of the President and duties of a chief operating
officer. In either case, Parent and the Exchange each will have one or
more persons performing the necessary duties of each role.
---------------------------------------------------------------------------
\6\ This is consistent with the provision in each of the Parent
Bylaws and Exchange Bylaws that provide that two or more offices may
be held by the same person, subject to certain exceptions. See
Section 5.1 of the Parent Bylaws and Section 5.1 of the Exchange
Bylaws.
---------------------------------------------------------------------------
Definition of Director Independence
Cboe recently determined to remove from listing its common stock,
par value $0.01 per share (the ``Common Stock''), on the Nasdaq Stock
Market LLC (``Nasdaq'') and to designate BZX as the primary listing
venue for Parent's Common Stock, which became effective in September
2018. In connection with the delisting and primary listing venue
designation, the Exchange proposes to update certain corporate
governance documents, including the Parent Bylaws. Particularly, the
Exchange proposes to amend Section 3.3 of the Parent Bylaws to change
the definition of director independence from referencing the listing
standards of the New York Stock Exchange and Nasdaq to language
referencing the listing standards of each national securities exchange
on which the common stock of Parent is listed.
Registered Office Zip Code
The Exchange proposes to amend Section 1.1 of the Parent Bylaws to
update the zip code of the Parent's registered agent from 19805 to
19801. This change is in accordance with an update from the U.S. Postal
Service.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Act and the rules and regulations thereunder applicable to the
Exchange and, in particular, the requirements of Section 6(b) of the
Act.\7\ Specifically, the Exchange believes the proposed rule change is
consistent with Section 6(b)(1) of the Act,\8\ which provides that the
Exchange be organized and have the capacity to be able to carry out the
purposes of the Act and to enforce compliance by the Exchange's Trading
Permit Holders and persons associated with its Trading Permit Holders
with the Act, the rules and regulations thereunder, and the rules of
the Exchange.
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\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(1).
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In particular, the Exchange believes the proposed changes are not
material and will have a de minimis impact on the governance,
ownership, or operations of the Exchange.
The proposed rule change to permit the same person to hold the
offices of Chief Executive Officer and President of the Exchange will
enable the Exchange to continue to be organized and have the capacity
to be able to carry out the purposes of the Act, because it will
provide the Exchange with flexibility to appoint the person or persons
it deems qualified and appropriate to perform the duties of both Chief
Executive Officer and the President. The Exchange will continue to have
a Chief Executive Officer and President--the proposed change merely
permits a single person rather than multiple people to hold these
offices. This will ensure continued orderly operation of the Exchange
in a manner the Exchange deems most appropriate.\9\
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\9\ The proposed change also conforms this provision to the
corresponding provision in Parent's Bylaws. See Section 5.1 of
Parent's Bylaws.
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The proposed rule change to permit each of Parent and the Exchange
to appoint different persons to serve as President and chief operating
officer of each entity will enable the Exchange to continue to be
organized and have the capacity to be able to carry out the purposes of
the Act, because it will provide each entity with flexibility to
appoint the person or persons it deems qualified and appropriate to
perform the duties of President and a chief operating officer. Parent
and the Exchange each will continue to have the necessary duties of
each role performed--the proposed change merely permits multiple people
rather than a single person to perform these duties. This will ensure
continued orderly operation of the Exchange in a manner Parent and the
Exchange deem most appropriate.
The Exchange believes in light of the delisting of Parent's Common
Stock from Nasdaq, it is appropriate to remove the requirement to
comply with the independence requirements contained in the listing
standards of Nasdaq, as well as the independence requirements contained
in the listing standards of NYSE. The Exchange notes that the
independence requirements of BZX are
[[Page 4573]]
substantially similar to the independence requirements contained in the
listing standards of Nasdaq and NYSE.
The Exchange believes that by ensuring its parent company's
governance documents accurately reflect the correct legal address of
Parent's registered office, the proposed rule change would reduce
potential investor or market participant confusion.
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 Act. The proposed rule change is
not intended to address competitive issues but rather is concerned
solely with updating the Parent Bylaws and Exchange Bylaws to reflect
the changes described above.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on 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)(iii) of the Act \10\ and Rule 19b-4(f)(6) thereunder.\11\
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) by its terms, 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 operative pursuant to Section 19(b)(3)(A) of the Act
and Rule 19b-4(f)(6) thereunder.
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\10\ 15 U.S.C. 78s(b)(3)(A)(iii).
\11\ 17 CFR 240.19b-4(f)(6).
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A proposed rule change filed under Rule 19b-4(f)(6) \12\ normally
does not become operative for 30 days after the date of filing.
However, pursuant to Rule 19b-4(f)(6),\13\ the Commission may 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 proposal may
become operative upon filing. The Exchange states that the proposed
changes relating to the ability of the same person to hold multiple
officer titles and the amended independence requirements are consistent
with other national securities exchanges and will enable the Exchange
to continue to be organized and have the capacity to be able to carry
out the purposes of the Act, including protecting investors and the
public interest. Further, the proposed change of updating the zip code
of the Parent's registered office does not raise any regulatory issues.
For the foregoing reasons, the Commission believes that waiving the 30-
day operative delay is consistent with the protection of investors and
the public interest and, therefore, the Commission designates the
proposed rule change to be operative upon filing.\14\
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\12\ Id.
\13\ Id.
\14\ For purposes only of waiving the 30-day operative delay,
the Commission has also considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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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 will institute proceedings to
determine whether the proposed rule change 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-C2-2019-001 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 Number SR-C2-2019-001. 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 website (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 website 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 the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-C2-2019-001 and should be submitted on
or before March 8, 2019.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
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\15\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-02396 Filed 2-14-19; 8:45 am]
BILLING CODE 8011-01-P
