Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice of Filing of a Proposed Rule Change With Respect to Amendments to the Seventh Amended and Restated Bylaws (the “CGM Bylaws”) of Its Parent Corporation, Cboe Global Markets, Inc. (“Cboe” or “Corporation”), 86046-86051 [2024-25054]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 89, Number 209 (Tuesday, October 29, 2024)]
[Notices]
[Pages 86046-86051]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-25054]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-101416; File No. SR-CboeEDGA-2024-037]


Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice 
of Filing of a Proposed Rule Change With Respect to Amendments to the 
Seventh Amended and Restated Bylaws (the ``CGM Bylaws'') of Its Parent 
Corporation, Cboe Global Markets, Inc. (``Cboe'' or ``Corporation'')

October 23, 2024.
    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 October 11, 2024, Cboe EDGA Exchange, Inc. (the ``Exchange'' or 
``EDGA'') 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 Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Cboe EDGA Exchange, Inc. (the ``Exchange'' or ``EDGA'') is filing 
with the Securities and Exchange

[[Page 86047]]

Commission (the ``Commission'') a proposed rule change with respect to 
amendments to the Seventh Amended and Restated Bylaws (the ``CGM 
Bylaws'') of its parent corporation, Cboe Global Markets, Inc. 
(``Cboe'' or ``Corporation''). The text of the proposed rule change is 
provided in Exhibit 5.
    The text of the proposed rule change is also available on the 
Exchange's website (https://markets.cboe.com/us/equities/regulation/rule_filings/edga/), 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
    At Cboe's annual meeting held on May 16, 2024, Cboe's stockholders 
considered two advisory proposals that would provide Cboe stockholders 
with the right to call a special meeting of the stockholders provided 
that a certain threshold percentage of stockholders propose to call 
such a meeting. The two proposals were submitted separately. One of the 
proposals was submitted by an individual stockholder (``Stockholder 
Proposal''). The other proposal was submitted by Cboe Management 
(``Management Proposal''). The Stockholder Proposal, which did not pass 
but received 45% of the votes cast, requested that the CGM Board take 
steps to enable stockholders having at least 10% of Cboe's voting power 
to call a special meeting of the stockholders. The Management Proposal, 
which passed with 65% of the votes cast, requested that the CGM Board 
take steps to enable stockholders having at least 25% of Cboe's voting 
power to call a special meeting of the stockholders.
    The Nominating & Governance Committee of the CGM Board reviewed the 
voting results of the Stockholder Proposal and the Management Proposal 
and discussed the stockholder voting standards and rights contemplated 
by the CGM Bylaws. Following this review, the Nominating & Governance 
Committee recommended to the CGM Board, and the CGM Board approved, 
certain changes to the CGM Bylaws to implement the Management Proposal. 
The CGM Board also approved amending the CGM Bylaws to improve the 
governance processes of Cboe, to make certain provisions more 
consistent with Delaware General Corporation Law (``DGCL''), and to 
make clarifying and cleanup changes to the CGM Bylaws. The proposed 
rule change amends the CGM Bylaws to implement the changes approved by 
the CGM Board.
Proposed Changes to Article 2--Stockholders
    Current Section 2.3 (Special Meeting) of the CGM Bylaws provides 
that only the Chair of the Board, the Chief Executive Officer or the 
CGM Board may call a special meeting of the stockholders. To respond to 
feedback from its stockholders, as discussed above, Cboe proposes to 
delete portions of this provision and add language that will provide 
Cboe stockholders with the right to call special stockholder meetings 
(a ``Stockholder Requested Special Meeting'') after following 
particular procedures.
    In defining the procedural requirements, Cboe's goals are to ensure 
timely notice of a meeting request and to gather sufficient information 
about the proposing stockholder(s) and the proposed business itself. 
Among other things, this information will help ensure that Cboe is able 
to comply with its disclosure and other requirements under applicable 
law and that Cboe, the CGM Board and its stockholders are able to 
adequately assess proposed business submitted by stockholders. 
Additionally, Cboe notes that the proposed terms are common among 
public companies that have adopted a right for stockholders to call 
special meetings. The proposed changes to the CGM Bylaws to effect the 
stockholder special meeting right are set forth below.
Revisions to Section 2.3(a)
    First, the proposed changes to Section 2.3(a) provide that a 
Stockholder Requested Special Meeting may be called: (i) at any time by 
the CGM Board pursuant to a resolution adopted by the affirmative vote 
of a majority of the total number of CGM directors then in office; or 
(ii) by Cboe's Corporate Secretary following the receipt of a written 
request in proper form for a special meeting (a ``Special Meeting 
Request'') by one or more stockholders. In order to call a special 
meeting, the stockholders must hold, in the aggregate, at least 25% of 
Cboe's outstanding shares of common stock entitled to vote on matters 
brought before the special meeting (the ``Requisite Percentage'').
    The proposed changes to Section 2.3(a) also clarify that the Chair 
of the Board, the Chief Executive Officer or the President of Cboe may 
not individually call a special meeting of the stockholders. This 
change was made to vest authority within Cboe to call a special meeting 
in the Board. Without the proposed change, the Chair of the Board, 
Chief Executive Officer and the President could each call a special 
meeting of the stockholders without CGM Board approval. The proposed 
change to Section 2.3(a) simplifies this requirement to confirm that, 
within Cboe, only the CGM Board may call for a special meeting of the 
stockholders.
Proposed Section 2.3(b) and Section 2.3(c)
    Proposed Section 2.3(b) and Section 2.3(c) set forth the procedures 
a stockholder must follow in order to submit a written request in 
proper form to call a Stockholder Requested Special Meeting. 
Stockholders must first submit a request to Cboe's Corporate Secretary 
to define a date on which the Requisite Percentage will be determined 
(the ``Record Date''). A stockholder must sign any request to set a 
Record Date and also provide a reasonably brief description of the 
purpose or purposes of the special meeting of the stockholders. A 
stockholder is also required in the request to set a Record Date to 
disclose certain information regarding themselves and any individuals 
or entities such stockholder may be associated with (a ``Stockholder 
Associated Person(s)''), as well as such information concerning any 
nominees to the CGM Board (``Stockholder Nominee(s)'') if such 
stockholder is so proposing. The information that a stockholder must 
disclose regarding Stockholder Associated Persons and Stockholder 
Nominees is contained in Section 2.11 of the CGM Bylaws and 
incorporated by reference in this Section 2.3(b). The information 
required to be provided in the request to set a Record Date provides 
Cboe with notice that a stockholder is seeking to bring business before 
the stockholders and assists with the logistical aspects of determining 
which stockholders will be counted for purposes of determining whether 
the Requisite Percentage is met.

[[Page 86048]]

Proposed Section 2.3(d) and Section 2.3(e)
    Proposed Section 2.3(d) and Section 2.3(e) include detailed 
information on the requirements for a Special Meeting Request to have 
been properly delivered, subject to certain carve-outs for stockholders 
who submit their request in response to a solicitation for public 
consent by the Corporation made pursuant to Section 14 of the Exchange 
Act. Specifically, a Special Meeting Request must:
     be delivered within 60 days following the Record Date;
     be signed by each stockholder making up the Requisite 
Percentage;
     contain a reasonably brief description of the purpose of 
the special meeting;
     include details of each stockholder holding the Requisite 
Percentage, including:
    [cir] The stockholder's name;
    [cir] The stockholder's address;
    [cir] information concerning the stockholder submitting the Special 
Meeting Request and any Stockholder Associated Persons;
    [cir] information concerning any Stockholder Nominees; and
    [cir] documentary evidence that the shares included in the 
Requisite Percentage are owned by such stockholder;
     include an acknowledgment that any reduction in the number 
of shares owned by such stockholders as of the date of such Special 
Meeting Request and through the meeting date will constitute a 
revocation of such Special Meeting Request with respect to such 
reduction;
     relate to an item of business that is a proper subject for 
stockholder action under applicable law;
     not include an item of business that did not appear on the 
request to set a Record Date;
     not be delivered during the period commencing 90 days 
prior to the one-year anniversary of the immediately preceding annual 
meeting and ending on the date of the next annual meeting; and
     otherwise comply with applicable law.
    In defining the requirements for a Special Meeting Request, Cboe's 
goal is to gather sufficient information about the stockholder seeking 
to request a special meeting and the proposed business for both itself 
and its stockholders and to help ensure the efficient use of corporate 
resources by restricting a stockholder from raising items that could 
reasonably be addressed at an annual meeting of the stockholders, as in 
the requirement that a Special Meeting Request not be delivered in the 
period commencing 90 days prior to the one-year anniversary of the 
immediately preceding annual meeting. Overall, this information is 
designed to help ensure that Cboe is able to comply with its disclosure 
and other requirements under applicable law and that Cboe, the CGM 
Board and its stockholders are able to assess the proposed business or 
Stockholder Nominee adequately.
Proposed Section 2.3(f)
    Proposed Section 2.3(f) provides that the CGM Board may cancel a 
special meeting in its discretion if the percentage of stock held by 
the stockholders requesting a special meeting falls below the Requisite 
Percentage at any point after sixty (60) days from the first date on 
which a valid Special Meeting Request is delivered to Cboe. This 
provides the CGM Board with discretion to reevaluate the Special 
Meeting Request in the event the Special Meeting Request is revoked by 
stockholders holding a sufficient percentage of the stock of the 
Corporation.
Proposed Section 2.3(g)
    Proposed Section 2.3(g) provides that within ten (10) days 
following the date on which the Secretary has received valid Special 
Meeting Requests, the CGM Board shall fix the record date and meeting 
date, time and location for the Stockholder Requested Special Meeting, 
provided that the date of any such Stockholder Requested Special 
Meeting shall not be more than ninety (90) days after the date on which 
a valid Special Meeting Request is received by Cboe. The CGM Board may 
submit its own proposal or proposals for consideration at any 
Stockholder Requested Special Meeting. Ninety (90) days allows the 
Corporation reasonable time to assess the items proposed in the Special 
Meeting Request while also not imposing a potentially burdensome delay 
on the stockholders.
Proposed Section 2.3(h)
    Proposed Section 2.3(h) provides that multiple Special Meeting 
Requests may be considered together if (i) each Special Meeting Request 
identifies the same or substantially the same purpose or purposes of 
the Stockholder Requested Special Meeting and the same or substantially 
the same items of business proposed to be brought before the 
Stockholder Requested Special Meeting, and (ii) such Special Meeting 
Requests have been dated and delivered to the Corporate Secretary 
within sixty (60) days of the delivery to the Corporate Secretary of 
the earliest dated Special Meeting Request relating to such item(s) of 
business. This proposed section helps to ensure the efficient use of 
corporate resources by preventing multiple stockholders from raising 
items that should reasonably be consolidated. The conditions under 
which the Corporation may combine multiple Special Meeting Requests are 
sufficiently limited to require that each unique item is addressed 
separately.
Revisions to Section 2.9
    Section 2.9 of the CGM Bylaws governs proxy representation. It is 
proposed that language be added to clarify that any stockholder 
directly or indirectly soliciting proxies from other stockholders of 
the Corporation may use any proxy card color other than white, which 
shall be reserved for exclusive use by the CGM Board.
Revisions to Section 2.11
    Section 2.11 of the CGM Bylaws, which are the ``advance notice 
bylaws'',\3\ requires stockholders to notify Cboe, during a specified 
period in advance of an annual meeting or special meeting called by the 
CGM Board, of their intention to nominate one or more persons for 
election to the CGM Board or to present a business proposal for 
consideration by the stockholders at the meeting and provide certain 
information regarding such request. When designing the proposed 
procedural requirements for stockholders to call a special meeting, as 
outlined above, Cboe evaluated the existing procedural requirements for 
stockholders to bring business before an annual meeting or to nominate 
director candidates at an annual meeting or special meeting. Cboe has 
determined that the advance notice bylaws may be enhanced to help 
achieve the core objectives of fulsome disclosure and accurate 
explanations from stockholders bringing business or potential nominees 
before a stockholder meeting. While advance notice bylaws are 
beneficial in providing a company and its stockholders with information 
regarding stockholders, and their Stockholder Associated Persons, 
seeking to bring business or potential nominees before a stockholder 
meeting, therefore permitting orderly meetings and

[[Page 86049]]

election contests, and assisting the board's information gathering and 
disclosure functions, the Delaware Supreme Court in Kellner v. AIM 
ImmunoTech Inc.\4\ has recently provided some guidance on circumstances 
where such requests may be overbroad or request information not 
sufficiently connected to the legitimate information gathering function 
these provisions serve. Therefore, as further detailed below, Cboe has 
determined that it would be beneficial to refine certain of the 
provisions in the CGM Bylaws to increase the clarity of the requests 
for information from stockholders seeking to bring business before a 
meeting.
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    \3\ ``Advance notice bylaws'' allow stockholder(s) to bring 
business before an annual or special meeting of stockholders, but 
set forth procedural requirements to help ensure that companies and 
boards have sufficient information about the proposal and the 
proposing stockholder(s), as well as adequate time to consider the 
proposal, by requiring the proposing stockholder(s) to give advance 
notice of the intention to bring the proposal before the annual or 
special meeting.
    \4\ Kellner v. AIM ImmunoTech Inc., C.A. 2023-0879-LWW (Del. Ch. 
Jan. 5, 2024)
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    First, Section 2.11(a)(iii)(C) of the CGM Bylaws currently defines 
the information required to be disclosed regarding a stockholder 
providing notice of nominations or other business, any Stockholder 
Associated Person(s) and any Stockholder Nominee(s). Cboe proposes 
certain amendments to this section to (i) clarify the information a 
stockholder is required to disclose relating to arrangements between 
the stockholder providing notice or any Stockholder Associated Person 
and any other stockholder with regard to the stockholder meeting and 
(ii) eliminate disclosures on performance related fees to which such 
stockholder or Stockholder Associated Person may be entitled as a 
result of any increase or decrease in the stock of Cboe, and the 
prospectus or similar document of the stockholder providing notice or 
any Stockholder Associated Person. Cboe believes that, while these 
provisions as currently written provide valuable information to the 
Corporation and its stockholders in assessing the proposed business or 
Stockholder Nominee, these requirements should be sufficiently specific 
so as not to potentially dissuade stockholders from bringing business 
before a stockholder meeting and should otherwise comply with Delaware 
law. The proposed changes narrow the information required to be 
disclosed such that Cboe is able to help ensure the objectives of the 
provisions are met without burdening stockholders with potentially 
overbroad requests for information.
    Section 2.11(a)(iii)(D) of the CGM Bylaws currently sets forth 
certain representations that must be made by a stockholder seeking to 
bring business or a Stockholder Nominee before a stockholder meeting 
regarding whether such stockholder is part of a group which intends to 
deliver or solicit proxies from stockholders in support of such 
proposed business. Cboe proposes changes to update this section in 
order to be more consistent with the universal proxy rules provided for 
in Rule 14a-19 of the Exchange Act by explicitly stating that any 
stockholder providing notice that they intend to solicit proxies in 
support of a proposed nominee must do so in accordance with Rule 14a-19 
of the Exchange Act. Cboe also proposes to clarify that the 
representation must confirm whether the stockholder intends or is part 
of a group which intends to engage in a solicitation (within the 
meaning of Rule 14a-1(1) of the Exchange Act) with respect to the 
nomination of any proposed nominee or proposed business to be 
considered at the meeting.
    Section 2.11(a)(iii)(F) of the CGM Bylaws currently requires that a 
Stockholder Nominee furnish any information that Cboe may determine is 
required for Cboe to determine the qualifications of such Stockholder 
Nominee to serve as a director of the Corporation. Cboe proposes to add 
language clarifying that the information Cboe may require must be 
consistent with the parameters set forth in Cboe's Corporate Governance 
Guidelines or the CGM Board's past practice in evaluating potential 
director nominees.
    Proposed Section 2.11(c)(ii) of the CGM Bylaws requires the 
stockholder providing notice to notify the Secretary of any inaccuracy 
or change in any information submitted pursuant to Section 2.11 within 
two (2) business days of becoming aware of such inaccuracy or change. 
Cboe proposes to modify this requirement by narrowing the scope of 
circumstances in which a stockholder is required to provide notice of 
any inaccuracy or change of information that they have previously 
provided to material inaccuracies or changes.
    Proposed Section 2.11(c)(iii) of the CGM Bylaws provides that any 
stockholder or Stockholder Associated Person providing notice with 
respect to any Stockholder Nominee is required to do so in a manner 
consistent with the requirements for universal proxy rules pursuant to 
Rule 14a-19 of the Exchange Act. Namely, the nomination of a 
Stockholder Nominee shall be disregarded if, among other things, there 
is no longer an intent to solicit proxies in support of a Stockholder 
Nominee or there is a failure to comply with the applicable 
requirements of Rule 14a-19. Upon request by the Corporation, if any 
stockholder providing notice or any Stockholder Associated Person 
provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such 
stockholder providing notice shall deliver to the Corporate Secretary, 
no later than five (5) business days prior to the applicable meeting 
date, then reasonable evidence that the requirements of Rule 14a-
19(a)(3) under the Exchange Act have been satisfied.
    Currently Section 2.11(c)(vi) of the CGM Bylaws defines 
``Stockholder Associated Person'' to mean, among other things, (i) any 
person who is a member of a ``group'' (used in Rule 13d-5 under the 
Exchange Act) with, or otherwise acting in concert with, any 
stockholder providing notice, (ii) any person that is directly or 
indirectly controlled by, or under common control with, such 
stockholder or such Stockholder Associated Person, or (iii) any person 
directly or indirectly controlling any such stockholder or any 
Stockholder Associated Person. The proposed rule change reflects recent 
developments in Delaware law to add specificity to the definition and 
limit which individuals may be determined to be a Stockholder 
Associated Person and makes other clarifying changes. Specifically, the 
proposed rule change adds the qualifier that a Stockholder Associated 
Person must be known by the stockholder to be acting in concert with 
such stockholder, removes from the definition any person directly or 
indirectly controlled by, or under common control with such stockholder 
and replaces it with any affiliate or associate of such stockholder 
providing notice, and deletes the reference in the definition to any 
person directly or indirectly controlling any such stockholder or 
Stockholder Associated Person. The proposed rule change also adds any 
Stockholder Nominee to the definition of Stockholder Associated Person.
Revisions to Other Sections of the Bylaws
    Cboe also proposes to make changes to Section 2.11 to reflect 
recent developments in Delaware law and to provide clarifications and 
prevent confusion. Cboe proposes to add a note to Section 2.11(a)(ii) 
that any proposed business for a stockholder meeting must be a proper 
matter for stockholder action. Cboe also proposes to amend Section 
2.11(a)(iii)(B) to state that a Stockholder Nominee's written consent 
must be included in Cboe's proxy statement before they may be brought 
before a meeting. Previously, Section 2.11(a)(iii)(B) had stated that 
the Stockholder Nominee's written consent must be included in a proxy 
statement, but had not specifically defined it as Cboe's proxy 
statement. Cboe also proposes to amend the same section to

[[Page 86050]]

state that a Stockholder Nominee will not enter into any commitment to 
vote in a certain manner if nominated to the CGM Board. Previously, 
this section had simply stated that a Stockholder Nominee may not enter 
into any commitment to vote in a certain manner with respect to certain 
matters at any company, without defining Cboe specifically. Cboe also 
proposes to amend the same section to require that a Stockholder 
Nominee not omit facts that are necessary to ensure statements made are 
not misleading in any material respect. Previously, the Stockholder 
Nominee's responsibility to not omit facts that are necessary to ensure 
statements are not misleading was not subject to materiality.
    Cboe also proposes to make changes to Section 3.10 of the CGM 
Bylaws to provide that the Lead Director of Cboe may call a special 
meeting of the CGM Board. Section 3.10 currently permits, among other 
things, the Chair of the Board or the Chief Executive Officer to call a 
special meeting of the CGM Board. Revising this section to allow the 
Lead Director to call a special meeting of the CGM Board addresses a 
potential scenario in which the Chair of the Board and the Chief 
Executive Officer positions are jointly held by one individual and a 
special meeting of the CGM Board is not able to be called by individual 
independent directors.
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.\5\ Specifically, the Exchange believes the proposed rule change is 
consistent with the Section 6(b)(5) \6\ requirements that the rules of 
an exchange be 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 regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, to remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system, and, in general, to protect investors and the public interest.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
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    In light of an advisory vote by the stockholders of Cboe, Cboe is 
proposing changes to its Bylaws to implement a right for stockholders 
to call a special meeting of the stockholders at a 25% threshold. The 
Exchange believes that this filing furthers the objectives of Section 
6(b)(5) of the Act because the proposed rule change would be consistent 
with and facilitate a governance and regulatory structure that is 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in regulating, clearing, 
settling, processing information with respect to, and facilitating 
transactions in securities, to remove impediments to, and perfect the 
mechanism of a free and open market and a national market system and, 
in general, to protect investors and the public interest. Particularly, 
the Exchange believes that, by permitting stockholders of Cboe to bring 
business or Stockholder Nominees before a special meeting, the proposed 
rule change strengthens the corporate governance of the Exchange's 
ultimate parent company, which is beneficial to both investors and the 
public interest.
    Additionally, the procedural requirements are designed to help 
protect investors by stating clearly and explicitly the procedures 
stockholders must follow in order to bring business or Stockholder 
Nominees before a special meeting. The informational requirements are 
designed to enhance investor protection by helping to ensure among 
other things, that the Corporation and its stockholders have full and 
accurate information about nominating stockholders and Stockholder 
Nominees and that such stockholders and nominees comply with applicable 
laws, regulations and other requirements.
    The changes that the Exchange is proposing with regard to so-called 
``advance notice bylaws'' in light of the recent developments in 
Delaware law are designed to help provide additional clarity to 
stockholders wishing to bring business before a stockholder meeting or 
propose a Stockholder Nominee. The Exchange believes that this filing 
furthers the objectives of Section 6(b)(5) by simplifying the 
requirements and clarifying the information that must be disclosed by 
stockholders. This furthers the interests of investors and the public 
by removing potential impediments to raising business or proposing 
Stockholder Nominees that may otherwise restrict a stockholder's 
ability to participate in the corporate governance of the Corporation.
    Finally, the remaining changes to existing provisions of the CGM 
Bylaws are clarifying in nature, and they enhance investor protection 
and the public interest by preventing confusion with respect to the 
operation of the Bylaw provisions.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Because the proposed rule change relates to the governance of the 
Corporation and not to the operations of the Exchange, the Exchange 
does not believe that the proposed rule change will impose any burden 
on competition not necessary or appropriate in furtherance of the 
purposes of the Act. The proposed rule change is not designed to 
address any competitive issue or have any impact on competition; 
rather, adoption of a stockholder special meeting provision, updating 
``advance notice bylaws,'' and other bylaws updates by the Corporation 
are intended to enhance corporate governance and accountability to 
stockholders.

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

    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 Exchange consents, the Commission will:
    A. by order approve or disapprove such 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:

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-CboeEDGA-2024-037 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange

[[Page 86051]]

Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to file number SR-CboeEDGA-2024-037. 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 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. Do not 
include personal identifiable information in submissions; you should 
submit only information that you wish to make available publicly. We 
may redact in part or withhold entirely from publication submitted 
material that is obscene or subject to copyright protection. All 
submissions should refer to file number SR-CboeEDGA-2024-037 and should 
be submitted on or before November 19, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\7\
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    \7\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-25054 Filed 10-28-24; 8:45 am]
BILLING CODE 8011-01-P