Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Amend the Shareholder Voting Requirement Set Forth in Section 312.07 of the NYSE Listed Company Manual, 55071-55073 [2021-21623]
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Federal Register / Vol. 86, No. 190 / Tuesday, October 5, 2021 / Notices
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–
NYSEAMER–2021–39 on the subject
line.
Paper Comments
lotter on DSK11XQN23PROD with NOTICES1
• 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–NYSEAMER–2021–39. 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 such
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
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–NYSEAMER–2021–39, and
should be submitted on or before
October 26, 2021.
VerDate Sep<11>2014
18:56 Oct 04, 2021
Jkt 256001
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.15
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–21744 Filed 10–4–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–93172; File No. SR–
Nasdaq–2021–066]
Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Designation of a Longer Period for
Commission Action on a Proposed
Rule Change, as Modified by
Amendment No. 1, To List and Trade
Shares of the Valkyrie XBTO Bitcoin
Futures Fund Under Nasdaq Rule
5711(g)
55071
2021. The Commission is extending this
45-day time period.
The Commission finds that it is
appropriate to designate a longer period
within which to take action on the
proposed rule change so that it has
sufficient time to consider the proposed
rule change and any comments.
Accordingly, pursuant to Section
19(b)(2) of the Act,5 the Commission
designates December 8, 2021, as the date
by which the Commission shall either
approve or disapprove, or institute
proceedings to determine whether to
disapprove, the proposed rule change,
as modified by Amendment No. 1 (File
No. SR–Nasdaq–2021–066).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.6
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–21610 Filed 10–4–21; 8:45 am]
BILLING CODE 8011–01–P
September 29, 2021.
On August 23, 2021, The Nasdaq
Stock Market LLC (‘‘Nasdaq’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’) 1 and Rule
19b–4 thereunder,2 a proposed rule
change to list and trade shares of the
Valkyrie XBTO Bitcoin Futures Fund
under Nasdaq Rule 5711(g). On August
25, 2021, Nasdaq filed Amendment No.
1 to the proposed rule change. The
proposed rule change, as modified by
Amendment No. 1, was published for
comment in the Federal Register on
September 9, 2021.3 The Commission
has received no comments on the
proposed rule change.
Section 19(b)(2) of the Act 4 provides
that within 45 days of the publication of
notice of the filing of a proposed rule
change, or within such longer period up
to 90 days (i) as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or (ii) as to which
the self-regulatory organization
consents, the Commission shall either
approve the proposed rule change,
disapprove the proposed rule change, or
institute proceedings to determine
whether the proposed rule change
should be disapproved. The 45th day
after publication of the notice for this
proposed rule change is October 24,
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 See Securities Exchange Act Release No. 92865
(Sept. 2, 2021), 86 FR 50570 (Sept. 9, 2021).
4 15 U.S.C. 78s(b)(2).
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–93192; File No. SR–NYSE–
2021–53]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing of Proposed Rule Change To
Amend the Shareholder Voting
Requirement Set Forth in Section
312.07 of the NYSE Listed Company
Manual
September 29, 2021.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on
September 16, 2021, New York Stock
Exchange LLC (‘‘NYSE’’ or the
‘‘Exchange’’) filed with the Securities
and Exchange Commission (the
‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the self-regulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to adopt an
amendment to the shareholder voting
requirement set forth in Section 312.07
of the NYSE Listed Company Manual.
15 17
1 15
PO 00000
Frm 00156
Fmt 4703
Sfmt 4703
5 Id.
6 17
CFR 200.30–3(a)(31).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
1 15
E:\FR\FM\05OCN1.SGM
05OCN1
55072
Federal Register / Vol. 86, No. 190 / Tuesday, October 5, 2021 / Notices
The proposed rule change is available
on the Exchange’s website at
www.nyse.com, at the principal office of
the Exchange, and at the Commission’s
Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
lotter on DSK11XQN23PROD with NOTICES1
1. Purpose
Section 312.07 of the NYSE Listed
Company Manual (‘‘Manual’’) provides
that, where shareholder approval is a
prerequisite to the listing of any
additional or new securities of a listed
company, or where any matter requires
shareholder approval, the minimum
vote which will constitute shareholder
approval for such purposes is defined as
approval by a majority of votes cast on
a proposal in a proxy bearing on the
particular matter. Section 312.07 is
currently applicable to shareholder
approval of stock issuances under
Sections 303A.08 (equity compensation)
and 312.03 of the Manual.4
The text of Section 312.07 does not
specifically address the treatment of
abstentions. However, the Exchange has
historically advised companies that
abstentions should be treated as votes
cast for purposes of Section 312.07.
Under that approach, a proposal is
deemed approved under Section 312.07
only if the votes in favor of the proposal
exceed the aggregate of the votes cast
against the proposal plus abstentions.
The Exchange has observed that this
approach has caused confusion among
listed companies. The corporate laws of
many states, including Delaware, allow
companies to include in their governing
documents that votes cast for purposes
of a shareholder vote includes yes and
4 Item 21(b) of Schedule 14A requires companies
soliciting proxies to disclose the method by which
votes will be counted, including the treatment and
effect of abstentions and broker non-votes under
applicable state law as well as the company’s
charter and bylaw provisions.
VerDate Sep<11>2014
18:56 Oct 04, 2021
Jkt 256001
no votes (but not abstentions), such that
a proposal succeeds if the votes in favor
exceed the votes cast against. The
Exchange understands that, consistent
with those state laws, many public
companies have bylaws indicating that
abstentions are not treated as votes cast.
The Exchange proposes to amend
Section 312.07 to provide that a
company must calculate the votes cast
with respect to a proposal that is subject
to Section 312.07 in accordance with its
own governing documents and any
applicable state law. The Exchange
believes that this treatment of
abstentions will avoid any
complications engendered among
issuers and shareholders when different
voting standards are applied under the
Exchange rule, a company’s governing
documents, and/or applicable state
laws.
The Exchange notes that Nasdaq has
a rule requiring that proposals receive a
majority of ‘‘the votes cast,’’ 5 but is
silent on the question as to whether
abstentions should be treated as votes
cast. Nasdaq has published an FAQ on
its website that clearly states:
Nasdaq does not define the term
‘‘votes cast’’. As such, a company must
calculate the ‘‘votes cast’’ in accordance
with its governing documents and any
applicable state law.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Securities Exchange Act of 1934
(the ‘‘Act’’) generally.6 Section 6(b)(5) 7
requires, among other things, that
exchange rules are designed to prevent
fraudulent and manipulative acts and
practices, to promote just and equitable
principles of trade, to foster cooperation
and coordination with persons engaged
in facilitating transactions in securities,
to remove impediments to and perfect
the mechanism of a free and open
market and a national market system,
and, in general, to protect the public
interest and the interests of investors,
promote just and equitable principles of
trade and that they are not designed to
permit unfair discrimination between
issuers, brokers or dealers.
The Exchange believes that the
proposal is designed to protect the
public interest and the interests of
investors. The proposed approach to
calculations of ‘‘votes cast’’ in Section
312.07 would not prescribe a particular
interpretation under Exchange rules.
Rather, a listed company would
calculate votes cast in accordance with
5 See
Nasdaq Marketplace Rule 5635(e)(4).
U.S.C. 78f(b).
7 15 U.S.C. 78f(b)(5).
6 15
PO 00000
Frm 00157
Fmt 4703
Sfmt 4703
the company’s governing documents
and applicable state laws. In doing so,
the proposal will reduce confusion
among issuers and shareholders. The
proposed amendment would also help
ensure that shareholders properly
understand the implications of choosing
to abstain on a proposal subject to
approval under Exchange rules.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposal would impose any burden
on competition not necessary or
appropriate in furtherance of the
purposes of the Act. There would be no
effect on the competition among issuers
listed on the NYSE resulting from the
proposed amendment, because all
issuers would calculate votes cast in
accordance with their own governing
documents and applicable state laws.
The proposed amendment is consistent
with the existing interpretation of the
comparable rule of the other primary
listing exchange, so the proposed
amendment would have no effect on the
competition for listings among
exchanges.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were solicited
or received with respect to the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period
up to 90 days (i) as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or (ii) as to which
the self-regulatory organization
consents, the Commission will:
(A) By order approve or disapprove
the proposed rule change, or
(B) institute proceedings to determine
whether the proposed rule change
should be 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:
E:\FR\FM\05OCN1.SGM
05OCN1
Federal Register / Vol. 86, No. 190 / Tuesday, October 5, 2021 / 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–
NYSE–2021–53 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.
lotter on DSK11XQN23PROD with NOTICES1
All submissions should refer to File
Number SR–NYSE–2021–53. 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–NYSE–2021–53, and
should be submitted on or before
October 26, 2021.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.8
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–21623 Filed 10–4–21; 8:45 am]
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–93171; File No. SR–
NYSEArca–2021–67]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing of Proposed
Rule Change To List and Trade Shares
of the One River Carbon Neutral
Bitcoin Trust Under NYSE Arca Rule
8.201–E
September 29, 2021.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on
September 20, 2021, NYSE Arca, Inc.
(‘‘NYSE Arca’’ or ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III below, which Items
have been prepared by the selfregulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to list and
trade shares of the One River Carbon
Neutral Bitcoin Trust under NYSE Arca
Rule 8.201–E. The proposed change is
available on the Exchange’s website at
www.nyse.com, at the principal office of
the Exchange, and at the Commission’s
Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to list and
trade shares (‘‘Shares’’) of the One River
BILLING CODE 8011–01–P
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
8
17 CFR 200.30–3(a)(12).
VerDate Sep<11>2014
18:56 Oct 04, 2021
Jkt 256001
PO 00000
Frm 00158
Fmt 4703
Sfmt 4703
55073
Carbon Neutral Bitcoin Trust (the
‘‘Trust’’) pursuant to NYSE Arca Rule
8.201–E which governs the listing and
trading of ‘‘Commodity-Based Trust
Shares.’’ 4
Description of the Trust
The Shares will be issued by the
Trust, a Delaware statutory trust.5 The
sponsor of the Trust is One River Digital
Asset Management, LLC (‘‘Sponsor’’), a
Delaware limited liability company. The
Sponsor is a wholly-owned subsidiary
of One River Asset Management, LLC.
The trustee for the Trust is Delaware
Trust Company (‘‘Trustee’’). The
custodian for the Trust is Coinbase
Custody Trust Company, LLC
(‘‘Custodian’’). The Custodian will hold
all of the Trust’s bitcoin on the Trust’s
behalf. The marketing agent for the
Trust is Foreside Global Services, LLC
(the ‘‘Marketing Agent’’). The Bank of
New York Mellon acts as the Trust’s
transfer agent (in such capacity, the
‘‘Transfer Agent’’) and its administrator
(in such capacity, the ‘‘Administrator’’)
to perform various administrative,
accounting and recordkeeping functions
on behalf of the Trust.
Operation of the Trust 6
According to the Registration
Statement, the Trust’s investment
objective is to seek to track the
performance of bitcoin, as measured by
the performance of the MVIS One River
Carbon Neutral Bitcoin Index (the
‘‘Index’’), adjusted for the Trust’s
expenses and other liabilities. The Index
is designed to reflect the performance of
bitcoin in U.S. dollars on a carbon
neutral basis. As described below, the
Trust intends to offset the carbon
footprint associated with bitcoin once a
quarter by paying for the instantaneous
retirement of carbon credits necessary to
account for the daily estimated carbon
emissions associated with the bitcoins
4 Commodity-Based Trust Shares are securities
issued by a trust that represent investors’ discrete
identifiable and undivided beneficial ownership
interest in the commodities deposited into the
Trust.
5 The Trust is a Delaware statutory trust, formed
on April 27, 2021, pursuant to the Delaware
Statutory Trust Act. The Trust operates pursuant to
the Trust Agreement dated April 26, 2021. On May
24, 2021, the Trust filed a registration statement on
Form S–1 under the Securities Act of 1933 (15
U.S.C. 77a) (the ‘‘Securities Act’’) (File No. 333–
256407) (the ‘‘Registration Statement on Form S–1’’
or ‘‘Registration Statement’’). The Trust intends to
adopt an Amended and Restated Trust Agreement
as described in the Registration Statement on Form
S–1 prior to requesting accelerated effectiveness
thereof.
6 The description of the operation of the Trust,
the Shares and the bitcoin market contained herein
are based, in part, on the Registration Statement.
See note 5, supra.
E:\FR\FM\05OCN1.SGM
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]]>Agencies
[Federal Register Volume 86, Number 190 (Tuesday, October 5, 2021)]
[Notices]
[Pages 55071-55073]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-21623]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-93192; File No. SR-NYSE-2021-53]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change To Amend the Shareholder
Voting Requirement Set Forth in Section 312.07 of the NYSE Listed
Company Manual
September 29, 2021.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on September 16, 2021, New York Stock Exchange LLC
(``NYSE'' or the ``Exchange'') filed with the Securities and Exchange
Commission (the ``Commission'') the proposed rule change as described
in Items I and II below, which Items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to adopt an amendment to the shareholder
voting requirement set forth in Section 312.07 of the NYSE Listed
Company Manual.
[[Page 55072]]
The proposed rule change is available on the Exchange's website at
www.nyse.com, at the principal office of the Exchange, and at the
Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
Section 312.07 of the NYSE Listed Company Manual (``Manual'')
provides that, where shareholder approval is a prerequisite to the
listing of any additional or new securities of a listed company, or
where any matter requires shareholder approval, the minimum vote which
will constitute shareholder approval for such purposes is defined as
approval by a majority of votes cast on a proposal in a proxy bearing
on the particular matter. Section 312.07 is currently applicable to
shareholder approval of stock issuances under Sections 303A.08 (equity
compensation) and 312.03 of the Manual.\4\
---------------------------------------------------------------------------
\4\ Item 21(b) of Schedule 14A requires companies soliciting
proxies to disclose the method by which votes will be counted,
including the treatment and effect of abstentions and broker non-
votes under applicable state law as well as the company's charter
and bylaw provisions.
---------------------------------------------------------------------------
The text of Section 312.07 does not specifically address the
treatment of abstentions. However, the Exchange has historically
advised companies that abstentions should be treated as votes cast for
purposes of Section 312.07. Under that approach, a proposal is deemed
approved under Section 312.07 only if the votes in favor of the
proposal exceed the aggregate of the votes cast against the proposal
plus abstentions. The Exchange has observed that this approach has
caused confusion among listed companies. The corporate laws of many
states, including Delaware, allow companies to include in their
governing documents that votes cast for purposes of a shareholder vote
includes yes and no votes (but not abstentions), such that a proposal
succeeds if the votes in favor exceed the votes cast against. The
Exchange understands that, consistent with those state laws, many
public companies have bylaws indicating that abstentions are not
treated as votes cast.
The Exchange proposes to amend Section 312.07 to provide that a
company must calculate the votes cast with respect to a proposal that
is subject to Section 312.07 in accordance with its own governing
documents and any applicable state law. The Exchange believes that this
treatment of abstentions will avoid any complications engendered among
issuers and shareholders when different voting standards are applied
under the Exchange rule, a company's governing documents, and/or
applicable state laws.
The Exchange notes that Nasdaq has a rule requiring that proposals
receive a majority of ``the votes cast,'' \5\ but is silent on the
question as to whether abstentions should be treated as votes cast.
Nasdaq has published an FAQ on its website that clearly states:
---------------------------------------------------------------------------
\5\ See Nasdaq Marketplace Rule 5635(e)(4).
---------------------------------------------------------------------------
Nasdaq does not define the term ``votes cast''. As such, a company
must calculate the ``votes cast'' in accordance with its governing
documents and any applicable state law.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Securities Exchange Act of 1934 (the ``Act'') generally.\6\
Section 6(b)(5) \7\ requires, among other things, that exchange rules
are designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to foster
cooperation and coordination with persons engaged in facilitating
transactions in securities, to remove impediments to and perfect the
mechanism of a free and open market and a national market system, and,
in general, to protect the public interest and the interests of
investors, promote just and equitable principles of trade and that they
are not designed to permit unfair discrimination between issuers,
brokers or dealers.
---------------------------------------------------------------------------
\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Exchange believes that the proposal is designed to protect the
public interest and the interests of investors. The proposed approach
to calculations of ``votes cast'' in Section 312.07 would not prescribe
a particular interpretation under Exchange rules. Rather, a listed
company would calculate votes cast in accordance with the company's
governing documents and applicable state laws. In doing so, the
proposal will reduce confusion among issuers and shareholders. The
proposed amendment would also help ensure that shareholders properly
understand the implications of choosing to abstain on a proposal
subject to approval under Exchange rules.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposal would impose any
burden on competition not necessary or appropriate in furtherance of
the purposes of the Act. There would be no effect on the competition
among issuers listed on the NYSE resulting from the proposed amendment,
because all issuers would calculate votes cast in accordance with their
own governing documents and applicable state laws. The proposed
amendment is consistent with the existing interpretation of the
comparable rule of the other primary listing exchange, so the proposed
amendment would have no effect on the competition for listings among
exchanges.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) By order approve or disapprove the proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be 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:
[[Page 55073]]
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 SR-NYSE-2021-53 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-NYSE-2021-53. 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-NYSE-2021-53, and should be submitted on
or before October 26, 2021.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\8\
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\8\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-21623 Filed 10-4-21; 8:45 am]
BILLING CODE 8011-01-P
