Notice2021-16796
Self-Regulatory Organizations; Cboe Exchange, Inc.; Cboe BYX Exchange, Inc.; Cboe BZX Exchange, Inc.; Cboe EDGA Exchange, Inc.; Cboe EDGX Exchange, Inc.; Cboe C2 Exchange, Inc.; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment Nos. 1, To Amend the Sixth Amended and Restated Bylaws of Cboe Global Markets, Inc. To Implement Proxy Access
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
August 6, 2021
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 86 Issue 149 (Friday, August 6, 2021)</title>
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[Federal Register Volume 86, Number 149 (Friday, August 6, 2021)]
[Notices]
[Pages 43283-43289]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-16796]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-92546; File Nos. SR-CBOE-2021-023; SR-CboeBYX-2021-009;
SR-CboeBZX-2021-028; SR-CboeEDGA-2021-009; SR-CboeEDGX-2021-021; SR-C2-
2021-007]
Self-Regulatory Organizations; Cboe Exchange, Inc.; Cboe BYX
Exchange, Inc.; Cboe BZX Exchange, Inc.; Cboe EDGA Exchange, Inc.; Cboe
EDGX Exchange, Inc.; Cboe C2 Exchange, Inc.; Notice of Filing of
Amendment No. 1 and Order Granting Accelerated Approval of a Proposed
Rule Change, as Modified by Amendment Nos. 1, To Amend the Sixth
Amended and Restated Bylaws of Cboe Global Markets, Inc. To Implement
Proxy Access
August 2, 2021.
I. Introduction
On April 16, 2021, each of Cboe Exchange, Inc. (``Cboe''), Cboe BYX
Exchange, Inc. (``BYX''), Cboe BZX Exchange, Inc. (``BZX''), Cboe EDGA
Exchange, Inc. (``EDGA''), and Cboe EDGX Exchange, Inc. (``EDGX''), and
on April 26, 2021, Cboe C2 Exchange, Inc. (``C2'' and together with
Cboe, BYX, BZX, EDGA, and EDGX, the ``Exchanges'') 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 amend the Sixth Amended
and Restated Bylaws (``Bylaws'') of their parent company, Cboe Global
Markets, Inc. (``CGM''), to implement proxy access. The proposed rule
changes were published for comment in the Federal Register on May 5,
2021.\3\ No comment letters were received in response to the proposals.
On July 28, 2021, each of BYX, BZX, EDGA, EDGX and C2, and on July 29,
2021, Cboe filed Amendment No. 1 to the proposed rule changes
(collectively, ``Amendment Nos. 1'').\4\ This order provides notice of
filing of Amendment Nos. 1 and approves the proposed rule changes, as
modified by Amendment Nos. 1, on an accelerated basis.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release Nos. 91728 (April 29,
2021), 86 FR 24052 (SR-CBOE-2021-023); 91729 (April 29, 2021), 86 FR
24059 (SR-CboeBYX-2021-009); 91727 (April 29, 2021), 86 FR 24083
(SR-CboeBZX-2021-028); 91725 (April 29, 2021), 86 FR 24076 (SR-
CboeEDGA-2021-009); 91724 (April 29, 2021), 86 FR 24044 (SR-
CboeEDGX-2021-021); 91732 (April 29, 2021), 86 FR 24125 (SR-C2-2021-
007) (collectively, ``Notices'').
\4\ In Amendment Nos. 1, the Exchanges clarified the
circumstances under which proxy access nominees may be excluded from
the proxy materials. Pursuant to proposed Section 2.16(j)(i) of the
Bylaws, CGM would not be required to include a Stockholder Nominee
in its proxy materials who would not be an independent director
under Section 3.3 of the Bylaws, under the rules of the principal
national securities exchange on which the outstanding capital stock
of CGM is traded, any applicable rules of the Commission and any
publicly disclosed standards used by the Board in determining and
disclosing independence of CGM's directors, in each case as
determined by the Board in its sole discretion. In Amendment Nos. 1,
the Exchanges represented that any independence standards adopted by
CGM's Board will apply uniformly to all director nominees, including
Stockholder Nominees, and that any future independence standards
adopted by the Board will comply with all applicable laws, rules,
and regulations. Amendment Nos. 1 are available on the Commission's
website at <a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>.
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II. Description of the Proposed Rule Changes, as Modified by Amendment
Nos. 1
The Exchanges state that CGM received a stockholder proposal
submitted pursuant to Rule 14a-8 under the Act which requested that the
Board of Directors of CGM (``Board'') take steps to implement a ``proxy
access'' bylaw provision to allow a stockholder, or group of
stockholders, who comply with certain requirements, to nominate
candidates for service on the Board and have those candidates included
in CGM's proxy materials.\5\ The Exchanges state that CGM has
determined to take the stockholder's requested steps to implement proxy
access and, accordingly, the Exchanges have submitted this proposal to
adopt new Section 2.16 of the Bylaws.\6\ Subject to procedures and
conditions set forth therein, and as further described below, proposed
Section 2.16 of the Bylaws would generally permit a stockholder, or
group of up to 20 stockholders, to nominate director nominees for the
Board and have such director nominees included in CGM's annual meeting
proxy materials, so long as the stockholder(s) have owned at least
three percent of CGM's outstanding shares of capital stock continuously
for at least three years.\7\ The proposal would limit the number of
proposed director nominees to the greater of (i) two or (ii) 20% of the
number of CGM directors in office (rounded down to the nearest whole
number, but no less than two).\8\ The Exchanges note that the parent
companies of other national securities exchanges have adopted
substantively similar proxy access provisions, and the Exchanges state
that they do not believe such provisions are materially different from
the proxy access provision proposed by the Exchanges.\9\
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\5\ See Notices, supra note 3, at 24052, 24059, 24083, 24076,
24045, and 24125, respectively. See also 17 CFR 240.14a-8
(establishing procedures pursuant to which stockholders of a public
company may have their proposals placed alongside management's
proposals in the company's proxy materials for presentation to a
vote at a meeting of stockholders).
\6\ See Notices, supra note 3, at 24052, 24059-60, 24083-84,
24076, 24045, and 24125, respectively. The Exchanges also propose to
make conforming changes to current Sections 2.10 and 2.11 of the
Bylaws. See id. at 24052, 24059, 24083, 24076, 24045, and 24125,
respectively. See also infra notes 45-46.
\7\ See proposed Bylaws Section 2.16.
\8\ See proposed Bylaws Section 2.16(c).
\9\ See Notices, supra note 3, at 24052, 24059-60, 24083-84,
24076, 24045, and 24125, respectively (citing to Securities Exchange
Release Nos. 79357 (November 18, 2016), 81 FR 85283 (November 25,
2016) (SR-NASDAQ-2016-127; SR-BX-2016-051; SR-ISE-2016-22; SR-
ISEGemini-2016-10; SR-ISEMercury-2016-16; SR-PHLX-2016-93; SR-BSECC-
2016-001; SR-SCCP-2016-01); and 77782 (May 6, 2016), 81 FR 29600
(May 12, 2016) (SR-NYSE-2016-14; SR-NYSEArca-2016-25; SR-NYSEMKT-
2016-20)).
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Proposed Section 2.16 of the Bylaws
Specifically, proposed Section 2.16(a) of the Bylaws would require
that, subject to the provisions of proposed Section 2.16, whenever the
Board solicits proxies with respect to the election of directors at an
annual meeting of stockholders, CGM must include in its proxy statement
for such annual meeting, in addition to any persons nominated for
election by or at
[[Page 43284]]
the direction of the Board, the name, together with the ``Required
Information,'' of any person nominated for election to the Board as a
director by an ``Eligible Stockholder'' (defined below) (``Stockholder
Nominee''). The ``Required Information'' to be included in the proxy
statement is (i) the information provided to CGM's Secretary concerning
the Stockholder Nominee and the Eligible Stockholder that is required
to be disclosed in CGM's proxy statement pursuant to Section 14 of the
Act and the rules and regulations promulgated thereunder and, (ii) if
the Eligible Stockholder so elects, a ``Supporting Statement,'' which
is a written statement, not to exceed 500 words, in support of its
Stockholder Nominee(s)' candidacy.\10\ The proposal would also require
that the name of any Stockholder Nominee included in CGM's proxy
statement for an annual meeting of stockholders be set forth on the
form of proxy and any ballot distributed by CGM in connection with such
annual meeting.\11\ In addition to any other applicable requirements,
for a nomination to be made by an Eligible Stockholder under proposed
Section 2.16 of the Bylaws, the Eligible Stockholder must give timely
notice to CGM thereof (a ``Notice of Proxy Access Nomination'') and
must expressly request in such notice to have its nominee included in
CGM's proxy materials.\12\
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\10\ See proposed Bylaws Sections 2.16(a) and (h). See also
infra note 28 and accompanying text.
\11\ Proposed Section 2.16(a) states that, for the avoidance of
doubt, nothing in the proposal will limit CGM's ability to solicit
against any Stockholder Nominee or include in its proxy materials
CGM's own statements or other information relating to any Eligible
Stockholder or Stockholder Nominee, including any information
provided to CGM pursuant to proposed Section 2.16.
\12\ See proposed Bylaws Section 2.16(b). Proposed Section
2.16(b) requires that a Notice of Proxy Access Nomination must be
delivered not earlier than the open of business on the 150th day and
not later than the close of business on the 120th day prior to the
first anniversary of the date that CGM first distributed its proxy
statement to stockholders for the preceding year's annual meeting of
stockholders provided, however, that in the event the annual meeting
is more than 30 days before or after the anniversary date of the
prior year's annual meeting, or if no annual meeting was held in the
preceding year, to be timely, the Notice of Proxy Access Nomination
must be received by CGM no earlier than 150 days before such annual
meeting and no later than the later of 120 days before such annual
meeting or the 10th day following the day on which public
announcement (as defined in Section 2.11 of the Bylaws) of the date
of such meeting is first made by CGM. Proposed Section 2.16(b)
further provides that in no event shall any adjournment or
postponement of an annual meeting or the announcement thereof
commence a new time period (or extend any time period) for the
giving of a Notice of Proxy Access Nomination.
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An ``Eligible Stockholder'' is defined as a stockholder or group of
no more than 20 stockholders \13\ that (i) has Owned continuously for
at least three years (``Minimum Holding Period'') at least three
percent of the outstanding shares of capital stock of CGM as of the
date the Notice of Proxy Access Nomination is received by CGM
(``Required Shares''), (ii) continues to Own the Required Shares
through the date of the annual meeting, and (iii) meets all other
requirements of the proposed Section 2.16.\14\ Proposed Section 2.16(e)
of the Bylaws sets forth when a stockholder would be deemed to ``Own''
shares of CGM's capital stock, and provides that whether outstanding
shares of CGM's capital stock are ``Owned'' shall be determined by the
Board.\15\
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\13\ Proposed Section 2.16(d) states that any two or more funds
that are part of the same ``Qualifying Fund Group'' will be counted
as one stockholder, and defines a ``Qualifying Fund Group'' as two
or more funds that are (i) under common management and investment
control, (ii) under common management and funded primarily by the
same employer, or (iii) a ``group of investment companies'' as such
term is defined in Section 12(d)(1)(G)(ii) of the Investment
Corporation Act of 1940, as amended.
\14\ See proposed Bylaws Section 2.16(d). Proposed Section
2.16(d) further provides that whenever the Stockholder consists of a
group, (i) each provision of proposed Section 2.16 that requires the
Eligible Stockholder to provide any written statements,
representations, undertakings, agreements or other instruments or to
meet any other conditions will be deemed to require each stockholder
(including each individual fund) that is a member of such group to
provide such statements, representations, undertakings, agreements
or other instruments and to meet such other conditions (except that
the members of such group may aggregate the shares that each member
has Owned continuously for the Minimum Holding Period in order to
meet the three percent Ownership requirement of the ``Required
Shares'' definition) and (ii) a breach of any obligation, agreement
or representation under proposed Section 2.16 by any member of such
group shall be deemed a breach by the Eligible Stockholder. Proposed
Section 2.16(d) also prohibits any stockholder from being a member
of more than one group of stockholders constituting an Eligible
Stockholder with respect to any annual meeting.
\15\ Under proposed Section 2.16(e) of the Bylaws, a stockholder
will be deemed to ``Own'' only those outstanding shares of CGM's
capital stock as to which the stockholder possesses both: (i) The
full voting and investment rights pertaining to the shares; and (ii)
the full economic interest in (including the opportunity for profit
from and risk of loss on) such shares; provided that the number of
shares calculated in accordance with clauses (i) and (ii) shall not
include any shares that are (1) sold by such stockholder or any of
its affiliates in any transaction that has not been settled or
closed; (2) borrowed by such stockholder or any of its affiliates
for any purposes or purchased by such stockholder or any of its
affiliates pursuant to an agreement to resell; or (3) subject to any
option, warrant, forward contract, swap, contract of sale, other
derivative or similar instrument or agreement entered into by such
stockholder or any of its affiliates, whether any such instrument or
agreement is to be settled with shares or with cash based on the
notional amount or value of outstanding shares of CGM's capital
stock, in any such case which instrument or agreement has, or is
intended to have, the purpose or effect of: (A) Reducing in any
manner, to any extent or at any time in the future, such
stockholder's or its affiliates' full right to vote or direct the
voting of any such shares; and/or (B) hedging, offsetting or
altering to any degree any gain or loss realized or realizable from
maintaining the full economic ownership of such shares by such
stockholder or affiliate. Proposed Section 2.16(e) further provides
that a stockholder shall ``Own'' shares held in the name of a
nominee or other intermediary so long as the stockholder retains the
right to instruct how the shares are voted with respect to the
election of directors and possesses the full economic interest in
the shares. Under proposed Section 2.16(e), a stockholder's
Ownership of shares shall be deemed to continue during any period in
which (i) the stockholder has loaned such shares, provided that the
stockholder has the power to recall such loaned shares on five
business days' notice and includes in the Notice of Proxy Access
Nomination an agreement that it will (1) promptly recall such loaned
shares upon being notified that any of its Stockholder Nominees will
be included in CGM's proxy materials and (2) will continue to hold
such shares through the date of the annual meeting or (ii) the
stockholder has delegated any voting power by means of a proxy,
power of attorney or other instrument or arrangement which is
revocable at any time by the stockholder.
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Proposed Section 2.16(c) of the Bylaws provides that the maximum
number (``Permitted Number'') of Stockholder Nominees nominated by all
Eligible Stockholders that will be included in CGM's proxy materials
with respect to an annual meeting of stockholders will not exceed the
greater of (i) two or (ii) 20% of the number of directors in office as
of the last day on which a Notice of Proxy Access Nomination may be
delivered pursuant to and in accordance with proposed Section 2.16 (the
``Final Proxy Access Nomination Date'') or, if such amount is not a
whole number, the closest whole number below 20%. Proposed Section
2.16(c) sets forth certain circumstances under which the Permitted
Number would be reduced.\16\ Proposed Section 2.16(c) also sets forth
procedures for determining when the Permitted Number is reached and for
selecting candidates when the Permitted Number
[[Page 43285]]
is exceeded.\17\ Proposed Section 2.16(c) also specifies that CGM will
not be required to include any Stockholder Nominees in its proxy
materials pursuant to Section 2.16 for any meeting of stockholders for
which CGM receives a notice (whether or not subsequently withdrawn)
that the Eligible Stockholder or any other stockholder intends to
nominate one or more persons for election to the Board pursuant to
Section 2.11 of the Bylaws.
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\16\ Proposed Section 2.16(c) provides that in the event one or
more vacancies on the Board occurs with respect to any directors for
any reason after the Final Proxy Access Nomination Date but before
the date of the annual meeting and the Board resolves to reduce the
size of the Board in connection therewith, the Permitted Number will
be calculated based on the number of directors in office as so
reduced. In addition, the Permitted Number will be reduced by (i)
the number of individuals who will be included in CGM's proxy
materials as director nominees recommended by the Board pursuant to
an agreement, arrangement or other understanding with a stockholder
or group of stockholders (other than any such agreement, arrangement
or understanding entered into in connection with an acquisition of
stock from CGM by such stockholder or group of stockholders) and/or
(ii) the number of directors in office as of the Final Proxy Access
Nomination Date who were included in CGM's proxy materials as
Stockholder Nominees for any of the two preceding annual meetings of
stockholders and whose reelection at the upcoming annual meeting is
being recommended by the Board.
\17\ Proposed Section 2.16(c) provides that for purposes of
determining when the Permitted Number has been reached, any
individual nominated by an Eligible Stockholder for inclusion in
CGM's proxy materials pursuant to Section 2.16 whose nomination is
subsequently withdrawn or whom the Board decides to nominate for
election to the Board as a director will be counted as one of the
Stockholder Nominees. Proposed Section 2.16(c) also provides that
any Eligible Stockholder submitting more than one Stockholder
Nominee pursuant to proposed Section 2.16 shall rank such
Stockholder Nominees and, in the event the number of Stockholder
Nominees submitted by Eligible Stockholders exceeds the Permitted
Number, the highest ranking Stockholder Nominee who meets the
requirements of proposed Section 2.16 from each Eligible Stockholder
will be selected for inclusion in CGM's proxy materials until the
Permitted Number is reached, going in order of the amount (largest
to smallest) of shares of outstanding capital stock of CGM each
Eligible Stockholder disclosed as Owned in its Notice of Proxy
Access Nomination. If the Permitted Number is not reached after the
highest ranking Stockholder Nominee from each Eligible Stockholder
has been selected, then the next highest ranking Stockholder Nominee
from each Eligible Stockholder will be selected for inclusion in
CGM's proxy materials, and this process will continue as many times
as necessary, following the same order each time, until the
Permitted Number is reached.
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Proposed Section 2.16(f) sets forth the information that an
Eligible Stockholder must include in its Notice of Proxy Access
Nomination, and includes, among other things: \18\ (i) A statement by
the Eligible Stockholder (1) setting forth and certifying as to the
number of shares it Owns and has Owned continuously for the Minimum
Holding Period and (2) agreeing to continue to Own the Required Shares
through the date of the annual meeting; (ii) one or more written
statements from the record holder of the Required Shares (and from each
intermediary through which the Required Shares are or have been held
during the Minimum Holding Period) verifying that, as of a date within
seven calendar days prior to the date the Notice of Proxy Access
Nomination is delivered to the CGM Secretary, the Eligible Stockholder
Owns, and has Owned continuously for the Minimum Holding Period, the
Required Shares, and the Eligible Stockholder's agreement to provide,
within five business days after the record date for the annual meeting,
one or more written statements from the record holder and such
intermediaries verifying the Eligible Stockholder's continuous
ownership of the Required Shares through the record date; (iii) a copy
of the Schedule 14N that has been filed with the Commission as required
by Rule 14a-18 under the Act; \19\ (iv) the information,
representations, agreements, and other documents that are required to
be set forth in or included with a stockholder's notice of nomination
given pursuant to Section 2.11 of the Bylaws; and (v) the written
consent of each Stockholder Nominee to being named in the proxy
statement as a nominee and to serving as a director if elected.\20\
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\18\ In addition to the items further discussed below, proposed
Section 2.16(f) also requires the Notice of Proxy Nomination to
include (i) an undertaking that the Eligible Stockholder will assume
liability and indemnify CGM in connection with the nomination
submitted by the Eligible Stockholder; (ii) in the case of a
nomination by an Eligible Stockholder consisting of a group of
stockholders, the designation of one group member that is authorized
to receive communications, notices, and inquiries from CGM and to
act on behalf of members of the group; and (iii) in the case of a
nomination by an Eligible Stockholder consisting of a group of
stockholders in which two or more funds are intended to be treated
as one stockholder, documentation that demonstrates that the funds
are part of the same Qualifying Fund Group. See proposed Bylaws
Section 2.16(f)(vii)(1)-(2), (viii), and (ix).
\19\ See proposed Bylaws Section 2.16(f)(iii). See also 17 CFR
240.14n-101 and 17 CFR 240.14a-18, which generally require a
Nominating Stockholder to provide notice to CGM of its intent to
submit a proxy access nomination on a Schedule 14N and file that
notice, including the required disclosure, with the Commission on
the date first transmitted to CGM.
\20\ See proposed Bylaws Section 2.16(f)(i)-(v).
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The Notice of Proxy Access Nomination must also include a
representation that the Eligible Stockholder (1) acquired the Required
Shares in the ordinary course of business and not with the intent to
change or influence control of CGM, and does not presently have such
intent; (2) has not nominated and will not nominate for election to the
Board as a director at the annual meeting any person, other than its
Stockholder Nominee(s); (3) has not engaged and will not engage in, and
has not and will not be a ``participant'' in another person's,
``solicitation'' within the meaning of Rule 14a-1(l) under the Act in
support of the election of any individual as a director at the annual
meeting, other than its Stockholder Nominee(s) or a nominee of the
Board; (4) has not distributed and will not distribute to any
stockholder of CGM any form of proxy for the annual meeting other than
the form distributed by CGM; (5) has complied and will comply with all
laws, rules and regulations applicable to solicitations and the use, if
any, of soliciting material in connection with the annual meeting; and
(6) has provided and will provide facts, statements and other
information in all communications with CGM and its stockholders that
are or will be true and correct in all material respects and do not and
will not omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were
made, not misleading.\21\
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\21\ See proposed Bylaws Section 2.16(f)(vi)(1)-(6).
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Proposed Section 2.16(f) further requires the Notice of Proxy
Access Nomination to include an undertaking that the Eligible
Stockholder file with the Commission any solicitation or other
communication with the stockholders of CGM relating to the meeting at
which its Stockholder Nominee(s) will be nominated, regardless of
whether any such filing is required under Regulation 14A of the Act or
whether any exemption from filing is available for such solicitation or
other communication under Regulation 14A of the Act.\22\
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\22\ See proposed Bylaws Section 2.16(f)(vii). See also 17 CFR
240.14a-1 through 14b-2, which governs solicitations of proxies.
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Finally, proposed Section 2.16(f) requires the Notice of Proxy
Access Nomination include a written representation and agreement by the
Stockholder Nominee that such person: (1) Will act as a representative
of all of the stockholders of CGM while serving as a director; (2) will
provide facts, statements, and other information in all communications
with CGM and its stockholders that are or will be true and correct in
all material respects (and shall not omit to state a material fact
necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading); (3) is not
and will not become a party to (i) any compensatory, payment or other
financial agreement, arrangement or understanding with any person or
entity other than CGM in connection with service or action as a
director of CGM that has not been disclosed to CGM, (ii) any Voting
Commitment \23\ that has not been disclosed to CGM, or (iii) any Voting
Commitment that could reasonably be expected to limit or interfere with
the Stockholder Nominee's ability to comply, if elected as a director
of CGM, with its fiduciary duties under applicable law; and (4) will
abide by and comply with the
[[Page 43286]]
Bylaws, CGM's Certificate of Incorporation and applicable policies of
CGM including all applicable publicly disclosed corporate governance,
conflict of interest, confidentiality and stock ownership, and trading
policies and guidelines of CGM, as well as the applicable provisions of
the rules and regulations of the Commission and any stock exchange
applicable to CGM.\24\
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\23\ A ``Voting Commitment'' is any agreement, arrangement or
understanding with any person or entity as to how the Stockholder
Nominee would vote or act on any issue or question as a director.
See Notices, supra note 3, at 24055 n.12, 24063 n.12, 24087 n.12,
24079 n.12, 24048 n.12, and 24128 n.12, respectively.
\24\ See proposed Bylaws Section 2.16(f)(x).
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Proposed Section 2.16(g) sets forth additional information the
Stockholder Nominee must provide in addition to the information
required or requested pursuant to proposed Section 2.16(f) or any other
provision of the Bylaws and specifies that the Stockholder Nominee(s)
must submit all completed and signed questionnaires required of
directors and officers of CGM.\25\ Additionally, Section 2.16(g)
provides that CGM may require any proposed Stockholder Nominee to
furnish any information: (1) That may reasonably be requested by CGM to
determine whether the Stockholder Nominee would be independent under
Section 3.3 of the Bylaws and otherwise qualifies as independent under
the rules of the principal national securities exchange on which the
outstanding capital stock of CGM is traded; (2) that could be material
to a reasonable stockholder's understanding of the independence, or
lack thereof, of such Stockholder Nominee; (3) that would be required
to satisfy the requirements for qualification of directors under
applicable foreign regulations; or (4) that may reasonably be requested
by CGM to determine the eligibility of such Stockholder Nominee to be
included in CGM's proxy materials pursuant to proposed Section 2.16 or
to serve as a director of CGM.\26\ Proposed Section 2.16(g) further
provides that CGM may require the Eligible Stockholder to furnish any
other information that may reasonably be requested by CGM to verify the
Eligible Stockholder's continuous Ownership of the Required Shares for
the Minimum Holding Period and through the date of the annual
meeting.\27\
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\25\ See proposed Bylaws Section 2.16(g)(i).
\26\ See proposed Bylaws Section 2.16(g)(ii).
\27\ See proposed Bylaws Section 2.16(g)(iii).
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As discussed above, an Eligible Stockholder may, at its option,
provide to the Secretary, at the time the Notice of Proxy Access
Nomination is provided, one Supporting Statement.\28\ Proposed Section
2.16(h) provides that CGM may omit from its proxy materials any
information or Supporting Statement (or portion thereof) that it, in
good faith, believes is untrue in any material respect (or omits to
state a material fact necessary in order to make the statements made,
in light of the circumstances under which they are made, not
misleading) or would violate any applicable law, rule or
regulation.\29\
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\28\ See proposed Bylaws Section 2.16(h). See also supra note 10
and accompanying text.
\29\ See 17 CFR 240.14a-9 (generally prohibiting proxy
solicitations that contain any statement which, at the time and in
the light of the circumstances under which it is made, is false or
misleading with respect to any material fact, or which omits to
state any material fact necessary in order to make the statements
therein not false or misleading).
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Proposed Section 2.16(i) provides that, in the event any
information or communications provided by an Eligible Stockholder or a
Stockholder Nominee to CGM or its stockholders is not, when provided,
or thereafter ceases to be, true and correct in all material respects
or omits to state a material fact necessary to make the statements
made, in light of the circumstances under which they were made, not
misleading, such Eligible Stockholder or Stockholder Nominee must
promptly notify the Secretary of any such defect and of the information
that is required to correct any such defect.\30\ In addition, an
Eligible Stockholder must provide immediate notice to CGM if the
Eligible Stockholder ceases to Own any of the Required Shares prior to
the date of the annual meeting.\31\ Furthermore, any person providing
any information to CGM pursuant to proposed Section 2.16(i) must
further update and supplement such information, if necessary, so that
all such information shall be true and correct as of the (i) record
date for determining the stockholders entitled to receive notice of the
meeting and (ii) date that is ten business days prior to the meeting
(or any postponement, adjournment or recess thereof).\32\ However, no
notification, update or supplement provided pursuant to proposed
Section 2.16(i) or otherwise shall be deemed to cure any defect in any
previously provided information or communications or limit the remedies
available to CGM relating to such defect (including the right to omit a
Stockholder Nominee from its proxy materials).\33\
---------------------------------------------------------------------------
\30\ See proposed Bylaws Section 2.16(i).
\31\ See id.
\32\ See id., which requires that such update be received by CGM
(A) not later than five business days after the record date for
determining the stockholders entitled to receive notice of such
meeting (in the case of an update required to be made under clause
(i)) and (B) not later than seven business days prior to the date
for the meeting, if practicable, or, if not practicable, on the
first practicable date prior to the meeting or any adjournment,
recess or postponement thereof (in the case of an update required to
be made pursuant to clause (ii)).
\33\ See id.
---------------------------------------------------------------------------
Proposed Section 2.16(j) sets forth circumstances in which CGM
would not be required to include a Stockholder Nominee in its proxy
materials for any meeting of stockholders. In such circumstances, any
such nomination would be disregarded and no vote on such Stockholder
Nominee would occur, notwithstanding that proxies in respect of such
vote may have been received by CGM.\34\ In particular, CGM would not be
required to include a Stockholder Nominee in its proxy materials (i)
who would not be an independent director under Section 3.3 of the
Bylaws, under the rules of the principal national securities exchange
on which the outstanding capital stock of CGM is traded, any applicable
rules of the Commission and any publicly disclosed standards used by
the Board in determining and disclosing independence of CGM's
directors, in each case as determined by the Board in its sole
discretion; \35\ (ii) who would not meet the audit committee
independence requirements under the rules of the principal national
securities exchange on which the outstanding capital stock of CGM is
traded; (iii) who, if elected, intends to resign as a director of CGM
prior to the end of the full term for which he or she is standing for
election; (iv) who is or has been subject to any statutory
disqualification under Section 3(a)(39) of the Act; (v) who is or has
been subject to disqualification under 17 CFR 1.63; (vi) whose election
as a member of the Board would otherwise cause CGM to be in violation
of the Bylaws, CGM's Certificate of Incorporation, the rules of the
principal national securities exchange on which the outstanding capital
stock of CGM is traded, or any applicable law, rule or regulation;
(vii) who is or has been, within the past three years, an officer or
director of a competitor, as defined for purposes of Section 8 of the
Clayton Antitrust Act of 1914; (viii) who is a named subject of a
pending criminal proceeding (excluding traffic violations and other
minor offenses) or has been convicted in such a criminal proceeding
within the past 10 years; (ix) who is subject to any order of the type
specified in Rule 506(d) of Regulation D promulgated under the
Securities Act of 1933, as amended; (x) who has provided
[[Page 43287]]
any information to CGM or its stockholders that was untrue in any
material respect or that omitted to state a material fact necessary to
make the statements made, in light of the circumstances in which they
were made, not misleading; or (xi) if the Eligible Stockholder and/or
applicable Stockholder Nominee breaches or fails to comply with its
obligations pursuant to the Bylaws, including, but not limited to,
proposed Section 2.16 and any agreement, representation or undertaking
required by proposed Section 2.16.\36\
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\34\ See proposed Bylaws Section 2.16(j).
\35\ Independence standards adopted by the Board will apply
uniformly to all director nominees, including Stockholder Nominees.
Any future independence standards adopted by the Board will comply
with all applicable laws, rules, and regulations. See Amendment Nos.
1, supra note 4.
\36\ See id.
---------------------------------------------------------------------------
Proposed Section 2.16(k) provides that, notwithstanding anything to
the contrary contained in the Bylaws, if (i) a Stockholder Nominee and/
or the applicable Eligible Stockholder breaches any of its agreements
or representations or fails to comply with any of its obligations under
proposed Section 2.16, or (ii) a Stockholder Nominee otherwise becomes
ineligible for inclusion in CGM's proxy materials pursuant to proposed
Section 2.16, or dies, becomes disabled or otherwise becomes ineligible
or unavailable for election at the annual meeting, in each case as
determined by the Board or the chairman of the meeting, CGM may omit
or, to the extent feasible, remove the information concerning such
Stockholder Nominee and the related Supporting Statement from its proxy
materials and/or otherwise communicate to its stockholders that such
Stockholder Nominee will not be eligible for election at the annual
meeting. In addition, in such circumstances CGM will not be required to
include in its proxy materials any successor or replacement nominee
proposed by the applicable Eligible Stockholder or any other Eligible
Stockholder and the chairman of the meeting would declare such
nomination to be invalid and such nomination would be disregarded,
notwithstanding that proxies in respect of such vote may have been
received by CGM.\37\
---------------------------------------------------------------------------
\37\ See proposed Bylaws Section 2.16(k).
---------------------------------------------------------------------------
Proposed Section 2.16(l) provides that any Stockholder Nominee who
is included in CGM's proxy materials for a particular annual meeting of
stockholders would be ineligible to be a Stockholder Nominee for the
next two annual meetings if: (i) The Stockholder Nominee withdraws from
or becomes ineligible or unavailable for election at the annual
meeting; or (ii) the Stockholder Nominee does not receive at least 25%
of the votes cast in favor of such Stockholder Nominee's election.\38\
This provision would not, however, prevent any stockholder from
nominating any person to the Board pursuant to Section 2.11 of the
Bylaws.\39\
---------------------------------------------------------------------------
\38\ See Notices, supra note 3, at 24057, 24064, 24088, 24081,
24050, and 24130, respectively; proposed Bylaws Section 2.16(l).
\39\ See proposed Bylaws Section 2.16(l).
---------------------------------------------------------------------------
Notwithstanding the provisions of proposed Section 2.16, if the
Eligible Stockholder providing notice (or a qualified representative of
the Eligible Stockholder) \40\ does not appear in person (including
virtually, in the case of a meeting held solely by means of remote
communication) at the stockholder meeting to present the nomination of
such Stockholder Nominee, such proposed nomination shall not be
presented by CGM and shall not be transacted, notwithstanding that
proxies in respect of such vote may have been received by CGM.\41\
---------------------------------------------------------------------------
\40\ To be considered a qualified representative of the Eligible
Stockholder providing notice, a person must be a duly authorized
officer, manager or partner of such stockholder or must be
authorized by a writing executed by such stockholder or an
electronic transmission delivered by such stockholder to act for
such stockholder as proxy at the meeting and such writing or
electronic transmission, or a reliable reproduction of the writing
or electronic transmission, must be provided to CGM at least 24
hours prior to the meeting. See proposed Bylaws Section 2.16(m).
\41\ See id.
---------------------------------------------------------------------------
Proposed Section 2.16 of the Bylaws provides that the Board (or any
other person or body authorized by the Board) shall have the exclusive
power and authority to interpret the provisions of proposed Section
2.16 and make all determinations deemed necessary or advisable in
connection with proposed Section 2.16 as to any person, facts or
circumstances. All such actions, interpretations, and determinations
that are done or made by the Board (or any other person or body
authorized by the Board) shall be final, conclusive, and binding on
CGM, the stockholders and all other parties.\42\
---------------------------------------------------------------------------
\42\ See proposed Bylaws Section 2.16(n).
---------------------------------------------------------------------------
Finally, proposed Section 2.16(o) states that the proxy access
provisions outlined in proposed Section 2.16 shall be the exclusive
means for stockholders to include nominees for director in CGM's proxy
materials.\43\ The Exchanges state that stockholders may continue to
propose nominees through other means, but that the Board will have
final authority to determine whether to include those nominees in CGM's
proxy materials.\44\
---------------------------------------------------------------------------
\43\ See proposed Bylaws Section 2.16(o).
\44\ See Notices, supra note 3, at 24057, 24065, 24089, 24082,
24050, and 24130, respectively.
---------------------------------------------------------------------------
Proposed Revisions to Other Sections of the Bylaws
The Exchanges have proposed to make additional changes to Sections
2.10 and 2.11 to account for the addition of the proposed proxy access
provision. First, the Exchanges propose to add references to Section
2.11 and proposed Section 2.16 in Section 2.10 of the Bylaws to clarify
the exact provisions of the Bylaws that set forth requirements relating
to stockholder nominees.\45\ Second, the Exchanges propose to add
references to proposed Section 2.16 and additional language in Section
2.11 of the Bylaws to clarify that only persons who are nominated in
accordance with either Section 2.11 or proposed Section 2.16 shall be
eligible for election as directors and that Section 2.11 and proposed
Section 2.16 of the Bylaws are the exclusive means for a stockholder to
make a director nomination.\46\
---------------------------------------------------------------------------
\45\ See id. at 24058, 24065, 24089, 24082, 24050, and 24131,
respectively; proposed Bylaws Section 2.10.
\46\ See Notices, supra note 3, at 24058, 24065, 24089, 24082,
24050, and 24131, respectively; proposed Bylaws Section 2.11.
---------------------------------------------------------------------------
III. Discussion and Commission Findings
The Commission finds, after careful review, that the proposed rule
changes, as modified by Amendment Nos. 1, are consistent with the
requirements of Section 6 of the Act \47\ and the rules and regulations
thereunder applicable to a national securities exchange.\48\ In
particular, the Commission finds that the proposed rule changes, as
modified by Amendment Nos. 1, are consistent with the requirements of
Section 6(b)(5) of the Act, which requires, among other things, that an
exchange's rules be designed to prevent fraudulent and manipulative
acts and practices, to promote just and equitable principles of trade,
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; and are not designed to permit
unfair discrimination between customers, issuers, brokers or
dealers.\49\
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\47\ 15 U.S.C. 78f(b).
\48\ In approving these proposed rule changes, as modified by
Amendment Nos. 1, the Commission has considered the proposed rules'
impact on efficiency, competition, and capital formation. See 15
U.S.C. 78c(f).
\49\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
A stockholder who wishes to nominate his or her own candidate for
director may initiate a proxy contest in order to solicit proxies from
fellow shareholders, but doing so requires the preparation and
dissemination of
[[Page 43288]]
separate proxy materials and entails substantial cost. Proposed Section
2.16 of the Bylaws provides CGM stockholders an alternative path for
having their nominees considered through the proxy process. This
proposal is intended to respond to a stockholder proposal, submitted
under Rule 14a-8 of the Act, requesting that the Board take steps to
implement a proxy access bylaw provision.\50\
---------------------------------------------------------------------------
\50\ See supra note 5 and accompanying text. The Exchanges state
that after receiving this stockholder proposal related to proxy
access, CGM determined to take the stockholder's requested steps to
implement proxy access. See supra note 6 and accompanying text.
---------------------------------------------------------------------------
The Exchanges state that, by permitting an Eligible Stockholder of
CGM that meets the stated requirements to nominate directors and have
its nominees included in CGM's annual meeting proxy statement,\51\ the
proposal would strengthen the corporate governance of CGM, which the
Exchanges believe is beneficial to both investors and the public
interest.\52\ The Commission believes that the proposal to provide a
process for stockholder proxy access in the Bylaws should help to
provide the stockholders of CGM that meet the stated requirements of
proposed Section 2.16 with an alternative opportunity to exercise their
right to nominate directors for the Board, consistent with the Act.
---------------------------------------------------------------------------
\51\ As discussed above, however, the Permitted Number of
Stockholder Nominees under proposed Section 2.16 may not exceed the
greater of two or 20% of the total number of directors in office,
and under certain circumstances, could be less than two Stockholder
Nominees. See proposed Bylaws Section 2.16(c). See also supra notes
16-17 and accompanying text.
\52\ See Notices, supra note 3, at 24058, 24065, 24089, 24082,
24051, and 24131, respectively.
---------------------------------------------------------------------------
The proposed rule changes, as modified by Amendment Nos. 1, would
require CGM to include in its proxy materials information regarding the
Stockholder Nominee and the Eligible Stockholder, including the
Required Information, any Supporting Statement, and any other
information CGM determines to include relating to the Stockholder
Nominee or the Eligible Stockholder.\53\ The Commission believes that
the provision of such information could help stockholders to assess
whether a nominee submitted pursuant to proposed Section 2.16 possesses
the necessary qualifications and experience to serve as a director.
---------------------------------------------------------------------------
\53\ See proposed Bylaws Section 2.16(a). See also supra notes
10-11 and accompanying text.
---------------------------------------------------------------------------
The proposed rule changes to the Bylaws limit the availability of
proxy access in certain circumstances. For example, in order to be
eligible to submit a nomination to be included in the proxy statement
pursuant to proposed Section 2.16, a stockholder (or a group of no more
than 20 stockholders) is required to own at least three percent of
CGM's outstanding shares of capital stock continuously for at least
three years.\54\ Furthermore, a stockholder may only nominate a
director to be included in the proxy materials pursuant to proposed
Section 2.16 if the stockholder represents that he or she acquired the
Required Shares in the ordinary course of business and not with the
intent to change or influence control of CGM, and does not presently
have such intent.\55\ The proposal also limits the number of director
nominees submitted pursuant to proposed Section 2.16 that may be
included in the proxy statement to the greater of two or 20% of the
total number of directors of the Board.\56\ The proposal would allow
CGM to disregard or omit director nominees submitted pursuant to
proposed Section 2.16 from the proxy materials in certain
circumstances, including when the Stockholder Nominee has provided any
information to CGM or its stockholders that was untrue in any material
respect or that omitted to state a material fact necessary to make the
statements made, in light of the circumstances in which they were made,
not misleading.\57\ Such limitations on proxy access seem designed to
balance the ability of CGM stockholders to participate more fully in
the nomination and election process against the potential cost and
practical difficulties of requiring inclusion of stockholder
nominations in proxy materials.
---------------------------------------------------------------------------
\54\ See proposed Bylaws Section 2.16(f)(vi)(1). See also supra
notes 13-15 and accompanying text.
\55\ See proposed Bylaws Section 2.16(d). See also supra note 21
and accompanying text.
\56\ See proposed Bylaws Section 2.16(c). See also supra notes
8, 16, and 17 and accompanying text.
\57\ See proposed Section 2.16(j)(x). See also supra notes 34-36
and accompanying text.
---------------------------------------------------------------------------
As discussed above, the proposed proxy access provisions include
safeguards that will help to ensure that any director nominees
submitted pursuant to proposed Section 2.16 would qualify as
independent directors and that the nominating shareholder's nomination
of the nominee, and the nominee's membership on the Board, if elected,
would not violate any applicable laws, rules or regulations of any
government entity or relevant self-regulatory organization.
Specifically, the proposal permits CGM to disregard and omit from the
proxy materials any nominee whose election as a member of the Board
would cause CGM to be in violation of the Bylaws, CGM's Certificate of
Incorporation, the rules of the principal national securities exchange
on which CGM's capital stock is traded, or any applicable law, rule or
regulation.\58\ CGM may also disregard or omit from the proxy materials
any nominee who would not be an independent director under the Bylaws,
the rules of the principal national securities exchange on which CGM's
capital stock is traded,\59\ any applicable rules of the Commission, or
any publicly disclosed standards used by the Board in determining and
disclosing independence of CGM's directors.\60\ The Exchanges have
represented that any independence standards adopted by the Board will
apply uniformly to all director nominees, including Stockholder
Nominees, and that any future independence standards adopted by the
Board will comply with all applicable laws, rules, and regulations.\61\
---------------------------------------------------------------------------
\58\ See proposed Bylaws Section 2.16(j)(vi). See also supra
notes 34-36 and accompanying text.
\59\ The Commission notes that CGM's capital stock is listed on
BZX and BZX is also currently the principal market on which CGM's
stock is traded. The Exchange has represented to Commission staff
that for purposes of proposed Bylaws Section 2.16, the terms
``listed and ``traded'' have no meaningful difference in this
context. The Commission notes that the national securities exchange
that lists a security is the relevant exchange for compliance with
listing standards including independence requirements. Although
CGM's listing market is currently also the principal market on which
its stock is traded, for the avoidance of confusion, the Commission
believes CGM should amend this provision of its Bylaws to provide
that CGM must comply with the listing standards of its listing
market, including the independence requirements of its listing
market, rather than those of the principal market on which its stock
is traded, which market may change over time. See, e.g., Bylaws
Section 3.3 (``At all times no less than two-thirds of the members
of the Board of Directors shall satisfy the independence
requirements adopted by the Board of Directors for directors of
[CGM], as may be modified and amended by the Board of Directors from
time to time, and which shall satisfy the independence requirements
contained in the listing standards of each national securities
exchange on which the common stock of [CGM] is listed.'') (emphasis
added).
\60\ See proposed Bylaws Section 2.16(j)(i). See also supra
notes 34-36 and accompanying text.
\61\ See Amendment Nos. 1, supra note 4.
---------------------------------------------------------------------------
In addition, the Stockholder Nominee must provide a written
representation and agreement that, among other things, the nominee (i)
is not and will not become a party to any Voting Commitment that has
not been disclosed to CGM or any Voting Commitment that could
reasonably be expected to limit or interfere with the Stockholder
Nominee's ability to comply, if elected as a director of CGM, with its
fiduciary duties under applicable law, and (ii) will abide by and
comply with the Bylaws, CGM's Certificate of Incorporation and
applicable policies of CGM, including all applicable publicly disclosed
[[Page 43289]]
corporate governance, conflict of interest, confidentiality and stock
ownership and trading policies and guidelines of CGM, as well as the
applicable provisions of the rules and regulations of the Commission
and any stock exchange applicable to CGM.\62\
---------------------------------------------------------------------------
\62\ See proposed Bylaws Section 2.16(f)(x). See also supra note
24 and accompanying text.
---------------------------------------------------------------------------
The Commission believes that the safeguards and limitations
described above, including the representations set forth in Amendment
Nos. 1, should help to ensure that CGM can comply with its Bylaws and
any applicable laws, rules, regulations, including, among others,
exchange listing standards on independent directors, consistent with
Section 6(b)(5) of the Act. The Commission further believes that the
representations set forth in Amendment Nos. 1 will help to ensure that
any independence standards adopted by the Board will apply uniformly
among both Stockholder Nominees and Board nominees, consistent with
Section 6(b)(5) of the Act. Based on the foregoing, the Commission
finds that the proposed rule changes, as modified by Amendment Nos. 1,
are consistent with the Act.
Finally, the Commission finds that the proposed conforming changes
to Sections 2.10 and 2.11 of the Bylaws are consistent with the Act
because these changes prevent stockholder confusion by clarifying the
operation of the proposed proxy access provision and other provisions
by which stockholders may nominate directors to the Board.
IV. Solicitation of Comments on Amendment Nos. 1
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
changes, as modified by Amendment Nos. 1, are consistent with the Act.
Comments may be submitted by any of the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#057770696028666a6868606b7176457660662b626a73"><span class="__cf_email__" data-cfemail="6113140d044c020e0c0c040f1512211204024f060e17">[email protected]</span></a>. Please include
File Nos. SR-CBOE-2021-023; SR-CboeBYX-2021-009; SR-CboeBZX-2021-028;
SR-CboeEDGA-2021-009; SR-CboeEDGX-2021-021; SR-C2-2021-007 on the
subject line.
Paper Comments
<bullet> 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 Nos. SR-CBOE-2021-023; SR-CboeBYX-
2021-009; SR-CboeBZX-2021-028; SR-CboeEDGA-2021-009; SR-CboeEDGX-2021-
021; SR-C2-2021-007. These file numbers 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
(<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>). Copies of the submission, all
subsequent amendments, all written statements with respect to the
proposed rule changes that are filed with the Commission, and all
written communications relating to the proposed rule changes 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 filings also will be available for inspection and copying
at the principal office of the Exchanges. 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 Nos. SR-CBOE-
2021-023; SR-CboeBYX-2021-009; SR-CboeBZX-2021-028; SR-CboeEDGA-2021-
009; SR-CboeEDGX-2021-021; SR-C2-2021-007, and should be submitted on
or before August 27, 2021.
V. Accelerated Approval of Proposed Rule Changes, as Modified by
Amendment Nos. 1
The Commission finds good cause, pursuant to Section 19(b)(2) of
the Act, to approve the proposed rule changes, as modified by Amendment
Nos. 1, prior to the 30th day after the date of publication of
Amendment Nos. 1 in the Federal Register. As discussed above, in
Amendment Nos. 1 the Exchanges clarify the circumstances under which
Stockholder Nominees may be excluded from the proxy materials by
representing that any publicly disclosed standards used by the Board in
determining and disclosing independence of CGM's directors will apply
uniformly to all director nominees, including Stockholder Nominees, and
will comply with all applicable laws, rules, and regulations.\63\ The
Commission believes that these revisions provide needed clarity to the
proposed rule changes and help to ensure the proposal is consistent
with investor protection under Section 6(b)(5) of the Act. Accordingly,
the Commission finds good cause for approving the proposed rule
changes, as modified by Amendment Nos. 1, on an accelerated basis,
pursuant to Section 19(b)(2) of the Act.\64\
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\63\ See Amendment Nos. 1, supra note 4.
\64\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------
VI. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\65\ that the proposed rule changes (SR-CBOE-2021-023; SR-CboeBYX-
2021-009; SR-CboeBZX-2021-028; SR-CboeEDGA-2021-009; SR-CboeEDGX-2021-
021; SR-C2-2021-007), as modified by Amendment Nos. 1, be, and hereby
are, approved on an accelerated basis.
---------------------------------------------------------------------------
\65\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\66\
---------------------------------------------------------------------------
\66\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-16796 Filed 8-5-21; 8:45 am]
BILLING CODE 8011-01-P
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This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.