Joint Industry Plan; Notice of Filing and Immediate Effectiveness of the Forty-Ninth Amendment to the Joint Self-Regulatory Organization Plan Governing the Collection, Consolidation and Dissemination of Quotation and Transaction Information for Nasdaq-Listed Securities Traded on Exchanges on an Unlisted Trading Privileges Basis, 63613-63614 [2020-22342]
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Federal Register / Vol. 85, No. 196 / Thursday, October 8, 2020 / Notices
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–90072; File No. S7–24–89]
Joint Industry Plan; Notice of Filing
and Immediate Effectiveness of the
Forty-Ninth Amendment to the Joint
Self-Regulatory Organization Plan
Governing the Collection,
Consolidation and Dissemination of
Quotation and Transaction Information
for Nasdaq-Listed Securities Traded on
Exchanges on an Unlisted Trading
Privileges Basis
October 1, 2020.
Pursuant to Section 11A of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 608 thereunder,2
notice is hereby given that on
September 4, 2020,3 the Participants 4 in
the Joint Self-Regulatory Organization
Plan Governing the Collection,
Consolidation and Dissemination of
Quotation and Transaction Information
for Nasdaq-Listed Securities Traded on
Exchanges on an Unlisted Trading
Privileges Basis (‘‘UTP Plan’’ or ‘‘Plan’’)
filed with the Securities and Exchange
Commission (‘‘Commission’’) a proposal
to amend the UTP Plan. The
amendment represents the Forty-Ninth
Amendment to the Plan
(‘‘Amendment’’). Under the
Amendment, the Participants propose to
add MIAX PEARL, LLC (‘‘MIAX
PEARL’’) as a Participant to the Plan.
The proposed Amendment has been
filed by the Participants pursuant to
Rule 608(b)(3)(ii) under Regulation
NMS 5 as concerned solely with the
administration of the Plan and as a
‘‘Ministerial Amendment’’ under
Section XVI of the Plan. As a result, the
Amendment becomes effective upon
filing and was submitted by the Chair of
the Plan’s Operating Committee. The
Commission is publishing this notice to
solicit comments on the Amendment
from interested persons. Set forth in
Sections I and II is the statement of the
purpose and summary of the
Amendment, along with the information
1 15
U.S.C 78k–1(a)(3).
CFR 242.608.
3 See Letter from Robert Books, Chairman,
Operating Committee, UTP Plan, to Vanessa
Countryman, Secretary, Commission, dated
September 3, 2020.
4 The Participants are: Cboe BYX Exchange, Inc.,
Cboe BZX Exchange, Inc., Cboe EDGA Exchange,
Inc., Cboe EDGX Exchange, Inc., Cboe Exchange,
Inc., Financial Industry Regulatory Authority, Inc.,
The Investors’ Exchange LLC, Long-Term Stock
Exchange, Inc., MEMX LLC, MIAX PEARL, LLC,
Nasdaq BX, Inc., Nasdaq ISE, LLC, Nasdaq PHLX,
Inc., The Nasdaq Stock Market LLC, New York
Stock Exchange LLC, NYSE American LLC, NYSE
Arca, Inc., NYSE Chicago, Inc., and NYSE National,
Inc. (collectively, the ‘‘Participants’’).
5 17 CFR 242.608(b)(2).
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2 17
VerDate Sep<11>2014
17:48 Oct 07, 2020
Jkt 253001
required by Rules 608(a) and 601(a)
under the Act, prepared and submitted
by the Participants to the Commission.
I. Rule 608(a)
A. Purpose of the Amendment
The above-captioned Amendment
adds MIAX PEARL as a Participant to
the UTP Plan.
B. Governing or Constituent Documents
Not applicable.
C. Implementation of Amendment
Because the Amendment constitutes a
‘‘Ministerial Amendment’’ under
Section XVI of the UTP Plan, the Chair
of the UTP Plan’s Operating Committee
may submit the Amendment to the
Commission on behalf of the
Participants in the UTP Plan. Because
the Participants designate the
Amendment as concerned solely with
the administration of the UTP Plan, the
Amendment becomes effective upon
filing with the Commission.
D. Development and Implementation
Phases
Not applicable.
E. Analysis of Impact on Competition
The Amendment does not impose any
burden on competition because it
simply adds MIAX PEARL as a
Participant to the UTP Plan. MIAX
PEARL has completed the required
steps to be added to the UTP Plan.
F. Written Understanding or Agreements
Relating to Interpretation of, or
Participation in, Plan
Not applicable.
G. Approval by Sponsors in Accordance
With Plan
See Item I.C. above.
H. Description of Operation of Facility
Contemplated by the Proposed
Amendment
Not applicable.
I. Terms and Conditions of Access
Not applicable.
J. Method of Determination and
Imposition, and Amount of, Fees and
Charges
Not applicable.
K. Method and Frequency of Processor
Evaluation
Not applicable.
L. Dispute Resolution
PO 00000
Not applicable.
Frm 00114
Fmt 4703
Sfmt 4703
63613
II. Regulation NMS Rule 601(a)
A. Equity Securities for Which
Transaction Reports Shall Be Required
by the Plan
Not applicable.
B. Reporting Requirements
Not applicable.
C. Manner of Collecting, Processing,
Sequencing, Making Available and
Disseminating Last Sale Information
Not applicable.
D. Manner of Consolidation
Not applicable.
E. Standards and Methods Ensuring
Promptness, Accuracy and
Completeness of Transaction Reports
Not applicable.
F. Rules and Procedures Addressed to
Fraudulent or Manipulative
Dissemination
Not applicable.
G. Terms of Access to Transaction
Reports
Not applicable.
H. Identification of Marketplace of
Execution
Not applicable.
III. Solicitation of Comments
The Commission seeks comments on
the Amendment. Interested persons are
invited to submit written data, views,
and arguments concerning the
foregoing, including whether the
proposed Amendment 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 S7–
24–89 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 S7–24–89. 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
website (https://www.sec.gov/rules/
sro.shtml). Copies of the submission, all
written statements with respect to the
E:\FR\FM\08OCN1.SGM
08OCN1
63614
Federal Register / Vol. 85, No. 196 / Thursday, October 8, 2020 / Notices
proposed Amendment that are filed
with the Commission, and all written
communications relating to the
proposed Amendment 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 20549–1090, 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 Plan. 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 S7–24–89 and should be
submitted on or before October 29,
2020.
By the Commission.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–22342 Filed 10–7–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–90079; File No. SR–CBOE–
2020–071]
Self-Regulatory Organizations; Cboe
Exchange, Inc.; Notice of Filing of
Amendment No. 1 and Order Granting
Accelerated Approval of a Proposed
Rule Change, as Modified by
Amendment No. 1, To Amend the Fifth
Amended and Restated Bylaws of the
Exchange’s Parent Corporation, Cboe
Global Markets, Inc.
khammond on DSKJM1Z7X2PROD with NOTICES
October 2, 2020.
I. Introduction
On July 30, 2020, Cboe Exchange, Inc.
(the ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(the ‘‘Commission’’), pursuant to
Section 19(b)(1) of the Securities
Exchange Act of 1934 (the ‘‘Act’’) 1 and
Rule 19b–4 thereunder,2 a proposed rule
change to amend the Fifth Amended
and Restated Bylaws (the ‘‘Parent
Bylaws’’) of its parent corporation, Cboe
Global Markets, Inc. (the ‘‘Parent’’). The
proposed rule change was published for
comment in the Federal Register on
1 15
2 17
U.S.C. 78s(b)(1).
CFR 240.19b–4.
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17:48 Oct 07, 2020
Jkt 253001
August 19, 2020.3 The Commission
received no comment letters regarding
the proposed rule change. On
September 24, 2020, the Exchange filed
Amendment No. 1 to the proposal.4 The
Commission is publishing this notice to
solicit comments on Amendment No. 1
from interested persons and is
approving the proposed rule change, as
modified by Amendment No. 1, on an
accelerated basis.
II. Description
The Exchange proposed certain
amendments to the Parent Bylaws that,
according to the Exchange, would
‘‘improve the governance processes’’ of
the Parent and ‘‘make certain provisions
more consistent with the Delaware
General Corporation Law (‘‘DGCL’’).’’ 5
According to the Exchange, many of the
proposed changes reflect corporate
governance best practices and, in some
instances, provide clarity and flexibility
to the Parent Bylaws.6
Proposed Changes to Article 2—
Stockholders 7
The majority of the proposed changes
amend Section 2.11 (Nomination of
Directors) and Section 2.12 (Notice of
Business at Annual Meetings).
According to the Exchange, the changes
are designed to reflect the most up-to3 See Securities Exchange Act Release No. 89543
(August 13, 2020), 85 FR 51093 (‘‘Notice’’).
4 In Amendment No. 1, the Exchange provided
additional detail and clarity on a few points
without materially changing the proposal or the
proposed rule text. Specifically, in Amendment No.
1, the Exchange: (i) Provided additional support for
its proposed restrictions on the use of audio, video,
and cell phones during stockholder meetings,
including information on past practice by the
Exchange, underlying authority for such restrictions
in the current Parent Bylaws, and comparison to the
practices of other Delaware-incorporated public
companies; (ii) clarified that the provisions of
proposed Section 3.15 are subject to existing
Section 10.2, including a representation that
emergency Bylaw amendments made pursuant to
proposed Section 3.15(g) may need to be filed
pursuant to Section 19 of the Exchange Act; (iii)
clarified that proposed Section 3.15 is meant to
provide short-term flexibility to continue operations
during the initial stage of an emergency situation,
and that proposed paragraph (f) makes clear that,
as soon as it is practicable for a majority of the
elected directors to reconvene, they would be
expected to do so; and (iv) added further
explanation of the provision in proposed Section
4.1 regarding the limitation of the power and
authority vested in a Board committee in the
management of the business and affairs of the
Parent. To promote transparency of its proposed
amendment, when the Exchange filed Amendment
No. 1 with the Commission, it also submitted
Amendment No. 1 as a comment letter to the filing,
which then became publicly available on the
Commission’s website.
5 See Notice, supra note 3, at 51093.
6 See Notice, supra note 3.
7 See Notice, supra note 3, for a discussion of the
detailed proposed changes to Article 2 and the
DGCL provisions and/or rules of other exchanges on
which they are modeled.
PO 00000
Frm 00115
Fmt 4703
Sfmt 4703
date practices under the DGCL and
provide the Board with additional
information and advance notice in
connection with nominations and the
conduct of business at annual and
special meetings. In particular, the
Exchange combines current Section 2.12
into Section 2.11 and amends
provisions that govern notice
requirements for annual and special
meetings, as well as provisions that
provide general procedures and
practices in connection with notices.
The proposed delineation does not alter
the process or definition of either type
of meeting, but instead provides for
significantly more detailed written
notice requirements as well as updates
to the manner and timeliness of notices.
Additionally, as detailed further in
the Notice, the proposed rule change
relocates and expands text concerning
nominees for directors and elections of
directors, as well as amends provisions
concerning the place of annual and
special meetings and the adjournment of
meetings.8
Further, the Exchange proposes to
update provisions that govern the
preparing of the voting list, the ability
of the Board to appoint a director to
preside over meetings in the absence of
the Chairman of the Board, and
provisions concerning the procedural
authority of the presiding officer at any
stockholder meeting.9
Proposed Changes to Article 3—
Directors 10
The proposed rule change amends
provisions concerning director
vacancies, notice for special meetings of
the Board, and the routine filing of
consents following an action by the
Board.11
The proposed change also adds new
Section 3.15 (Emergency Bylaws). In
particular, that new section provides
certain temporary emergency provisions
that would apply at the outset of an
emergency, disaster, or catastrophe,
notwithstanding anything to the
contrary in the Certificate of
Incorporation or the Bylaws, only for so
long as a quorum of the Board cannot
8 See Notice, supra note 3, at 51096–97. See also
Section 2.10 (Action at Meeting), 2.11 (Notice of
Business and Nomination of Directors at Meetings
of Stockholders), 2.1 (Place of Meetings), 2.2
(Annual Meeting), 2.3 (Special Meeting), and 2.7
(Adjournments).
9 See also Amendment No. 1 (concerning
restrictions on the use of audio, video, and cell
phones during stockholder meetings).
10 See Notice, supra note 3, for a discussion of the
detailed proposed changes to Article 3 and the
DGCL provisions and/or rules of other exchanges on
which they are modeled.
11 See Section 3.5 (Vacancies), Section 3.10
(Special Meetings), and Section 3.13 (Action by
Consent). See also Notice, supra note 3, at 51097.
E:\FR\FM\08OCN1.SGM
08OCN1
]]>Agencies
[Federal Register Volume 85, Number 196 (Thursday, October 8, 2020)]
[Notices]
[Pages 63613-63614]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-22342]
[[Page 63613]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-90072; File No. S7-24-89]
Joint Industry Plan; Notice of Filing and Immediate Effectiveness
of the Forty-Ninth Amendment to the Joint Self-Regulatory Organization
Plan Governing the Collection, Consolidation and Dissemination of
Quotation and Transaction Information for Nasdaq-Listed Securities
Traded on Exchanges on an Unlisted Trading Privileges Basis
October 1, 2020.
Pursuant to Section 11A of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 608 thereunder,\2\ notice is hereby given that
on September 4, 2020,\3\ the Participants \4\ in the Joint Self-
Regulatory Organization Plan Governing the Collection, Consolidation
and Dissemination of Quotation and Transaction Information for Nasdaq-
Listed Securities Traded on Exchanges on an Unlisted Trading Privileges
Basis (``UTP Plan'' or ``Plan'') filed with the Securities and Exchange
Commission (``Commission'') a proposal to amend the UTP Plan. The
amendment represents the Forty-Ninth Amendment to the Plan
(``Amendment''). Under the Amendment, the Participants propose to add
MIAX PEARL, LLC (``MIAX PEARL'') as a Participant to the Plan.
---------------------------------------------------------------------------
\1\ 15 U.S.C 78k-1(a)(3).
\2\ 17 CFR 242.608.
\3\ See Letter from Robert Books, Chairman, Operating Committee,
UTP Plan, to Vanessa Countryman, Secretary, Commission, dated
September 3, 2020.
\4\ The Participants are: Cboe BYX Exchange, Inc., Cboe BZX
Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc.,
Cboe Exchange, Inc., Financial Industry Regulatory Authority, Inc.,
The Investors' Exchange LLC, Long-Term Stock Exchange, Inc., MEMX
LLC, MIAX PEARL, LLC, Nasdaq BX, Inc., Nasdaq ISE, LLC, Nasdaq PHLX,
Inc., The Nasdaq Stock Market LLC, New York Stock Exchange LLC, NYSE
American LLC, NYSE Arca, Inc., NYSE Chicago, Inc., and NYSE
National, Inc. (collectively, the ``Participants'').
---------------------------------------------------------------------------
The proposed Amendment has been filed by the Participants pursuant
to Rule 608(b)(3)(ii) under Regulation NMS \5\ as concerned solely with
the administration of the Plan and as a ``Ministerial Amendment'' under
Section XVI of the Plan. As a result, the Amendment becomes effective
upon filing and was submitted by the Chair of the Plan's Operating
Committee. The Commission is publishing this notice to solicit comments
on the Amendment from interested persons. Set forth in Sections I and
II is the statement of the purpose and summary of the Amendment, along
with the information required by Rules 608(a) and 601(a) under the Act,
prepared and submitted by the Participants to the Commission.
---------------------------------------------------------------------------
\5\ 17 CFR 242.608(b)(2).
---------------------------------------------------------------------------
I. Rule 608(a)
A. Purpose of the Amendment
The above-captioned Amendment adds MIAX PEARL as a Participant to
the UTP Plan.
B. Governing or Constituent Documents
Not applicable.
C. Implementation of Amendment
Because the Amendment constitutes a ``Ministerial Amendment'' under
Section XVI of the UTP Plan, the Chair of the UTP Plan's Operating
Committee may submit the Amendment to the Commission on behalf of the
Participants in the UTP Plan. Because the Participants designate the
Amendment as concerned solely with the administration of the UTP Plan,
the Amendment becomes effective upon filing with the Commission.
D. Development and Implementation Phases
Not applicable.
E. Analysis of Impact on Competition
The Amendment does not impose any burden on competition because it
simply adds MIAX PEARL as a Participant to the UTP Plan. MIAX PEARL has
completed the required steps to be added to the UTP Plan.
F. Written Understanding or Agreements Relating to Interpretation of,
or Participation in, Plan
Not applicable.
G. Approval by Sponsors in Accordance With Plan
See Item I.C. above.
H. Description of Operation of Facility Contemplated by the Proposed
Amendment
Not applicable.
I. Terms and Conditions of Access
Not applicable.
J. Method of Determination and Imposition, and Amount of, Fees and
Charges
Not applicable.
K. Method and Frequency of Processor Evaluation
Not applicable.
L. Dispute Resolution
Not applicable.
II. Regulation NMS Rule 601(a)
A. Equity Securities for Which Transaction Reports Shall Be Required by
the Plan
Not applicable.
B. Reporting Requirements
Not applicable.
C. Manner of Collecting, Processing, Sequencing, Making Available and
Disseminating Last Sale Information
Not applicable.
D. Manner of Consolidation
Not applicable.
E. Standards and Methods Ensuring Promptness, Accuracy and Completeness
of Transaction Reports
Not applicable.
F. Rules and Procedures Addressed to Fraudulent or Manipulative
Dissemination
Not applicable.
G. Terms of Access to Transaction Reports
Not applicable.
H. Identification of Marketplace of Execution
Not applicable.
III. Solicitation of Comments
The Commission seeks comments on the Amendment. Interested persons
are invited to submit written data, views, and arguments concerning the
foregoing, including whether the proposed Amendment 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 [email protected]. Please include
File Number S7-24-89 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 S7-24-89. 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 website (https://www.sec.gov/rules/sro.shtml). Copies of
the submission, all written statements with respect to the
[[Page 63614]]
proposed Amendment that are filed with the Commission, and all written
communications relating to the proposed Amendment 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 20549-1090, 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 Plan. 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 S7-24-
89 and should be submitted on or before October 29, 2020.
By the Commission.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-22342 Filed 10-7-20; 8:45 am]
BILLING CODE 8011-01-P
