Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating To Amend the Exchange's Eighth 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”), 4887-4889 [2019-02604]
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Federal Register / Vol. 84, No. 33 / Tuesday, February 19, 2019 / Notices
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–NASDAQ–2019–004, and
should be submitted on or before March
12, 2019.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.18
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019–02610 Filed 2–15–19; 8:45 am]
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–85107; File No. SR–
CboeBYX–2019–001]
Self-Regulatory Organizations; Cboe
BYX Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change Relating To
Amend the Exchange’s Eighth
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 12, 2019.
tkelley on DSKBCP9HB2PROD with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Cboe BYX Exchange, Inc. (the
‘‘Exchange’’ or ‘‘BYX’’) proposes to
amend the Exchange’s Eighth 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.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
BILLING CODE 8011–01–P
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 BYX Exchange, Inc. (the
‘‘Exchange’’ or ‘‘BYX’’) 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
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
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.
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-
18 17
1 15
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3 15
4 17
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PO 00000
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
Frm 00125
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Sfmt 4703
4887
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.
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.
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
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.
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.
E:\FR\FM\19FEN1.SGM
19FEN1
4888
Federal Register / Vol. 84, No. 33 / Tuesday, February 19, 2019 / Notices
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.
tkelley on DSKBCP9HB2PROD with NOTICES
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.
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
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.
11 17
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U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
12 Id.
proposed change also conforms this
provision to the corresponding provision in Parent’s
Bylaws. See Section 5.1 of Parent’s Bylaws.
U.S.C. 78f(b).
8 15 U.S.C. 78f(b)(1).
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 effective 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
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
10 15
9 The
7 15
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.
PO 00000
Frm 00126
Fmt 4703
Sfmt 4703
13 Id.
14 For purposes only of waiving the 30-day
operative delay, the Commission has also
E:\FR\FM\19FEN1.SGM
19FEN1
Federal Register / Vol. 84, No. 33 / Tuesday, February 19, 2019 / Notices
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission 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:
tkelley on DSKBCP9HB2PROD with NOTICES
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
CboeBYX–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–CboeBYX–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
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
VerDate Sep<11>2014
17:46 Feb 15, 2019
Jkt 247001
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–CboeBYX–2019–001 and
should be submitted on or before March
12, 2019.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.15
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019–02604 Filed 2–15–19; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–401; OMB Control No.
3235–0459]
Submission for OMB Review;
Comment Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Extension:
Rule 3a–4
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501–3520), the Securities
and Exchange Commission (the
‘‘Commission’’) has submitted to the
Office of Management and Budget a
request for extension of the previously
approved collection of information
discussed below.
Rule 3a–4 (17 CFR 270.3a–4) under
the Investment Company Act of 1940
(15 U.S.C. 80a) (‘‘Investment Company
Act’’ or ‘‘Act’’) provides a nonexclusive
safe harbor from the definition of
investment company under the Act for
certain investment advisory programs.
These programs, which include ‘‘wrap
fee’’ programs, generally are designed to
provide professional portfolio
management services on a discretionary
basis to clients who are investing less
than the minimum investments for
individual accounts usually required by
the investment adviser but more than
the minimum account size of most
mutual funds. Under wrap fee and
similar programs, a client’s account is
typically managed on a discretionary
basis according to pre-selected
15 17
PO 00000
CFR 200.30–3(a)(12).
Frm 00127
Fmt 4703
Sfmt 4703
4889
investment objectives. Clients with
similar investment objectives often
receive the same investment advice and
may hold the same or substantially
similar securities in their accounts.
Because of this similarity of
management, some of these investment
advisory programs may meet the
definition of investment company under
the Act.
In 1997, the Commission adopted rule
3a-4, which clarifies that programs
organized and operated in accordance
with the rule are not required to register
under the Investment Company Act or
comply with the Act’s requirements.1
These programs differ from investment
companies because, among other things,
they provide individualized investment
advice to the client. The rule’s
provisions have the effect of ensuring
that clients in a program relying on the
rule receive advice tailored to the
client’s needs.
For a program to be eligible for the
rule’s safe harbor, each client’s account
must be managed on the basis of the
client’s financial situation and
investment objectives and in accordance
with any reasonable restrictions the
client imposes on managing the
account. When an account is opened,
the sponsor 2 (or its designee) must
obtain information from each client
regarding the client’s financial situation
and investment objectives, and must
allow the client an opportunity to
impose reasonable restrictions on
managing the account.3 In addition, the
sponsor (or its designee) must contact
the client annually to determine
whether the client’s financial situation
or investment objectives have changed
and whether the client wishes to impose
any reasonable restrictions on the
management of the account or
reasonably modify existing restrictions.
The sponsor (or its designee) must also
notify the client quarterly, in writing, to
contact the sponsor (or its designee)
regarding changes to the client’s
1 Status of Investment Advisory Programs Under
the Investment Company Act of 1940, Investment
Company Act Rel. No. 22579 (Mar. 24, 1997) [62 FR
15098 (Mar. 31,1997)] (‘‘Adopting Release’’). In
addition, there are no registration requirements
under section 5 of the Securities Act of 1933 for
programs that meet the requirements of rule 3a–4.
See 17 CFR 270.3a–4, introductory note.
2 For purposes of rule 3a–4, the term ‘‘sponsor’’
refers to any person who receives compensation for
sponsoring, organizing or administering the
program, or for selecting, or providing advice to
clients regarding the selection of, persons
responsible for managing the client’s account in the
program.
3 Clients specifically must be allowed to designate
securities that should not be purchased for the
account or that should be sold if held in the
account. The rule does not require that a client be
able to require particular securities be purchased for
the account.
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]]>Agencies
[Federal Register Volume 84, Number 33 (Tuesday, February 19, 2019)]
[Notices]
[Pages 4887-4889]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-02604]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-85107; File No. SR-CboeBYX-2019-001]
Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change Relating
To Amend the Exchange's Eighth 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 12, 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 BYX Exchange, Inc. (the ``Exchange'' or
``BYX'') 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 BYX Exchange, Inc. (the ``Exchange'' or ``BYX'') proposes to
amend the Exchange's Eighth 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.
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
[[Page 4888]]
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 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 effective 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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[[Page 4889]]
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-CboeBYX-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-CboeBYX-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-CboeBYX-2019-001 and should be submitted
on or before March 12, 2019.
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\15\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-02604 Filed 2-15-19; 8:45 am]
BILLING CODE 8011-01-P
