Notice2022-13591
Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Certificate of Incorporation and Bylaws of Its Ultimate Parent Company, Intercontinental Exchange, Inc.
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
June 27, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 122 (Monday, June 27, 2022)</title>
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[Federal Register Volume 87, Number 122 (Monday, June 27, 2022)]
[Notices]
[Pages 38201-38212]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-13591]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-95133; File No. SR-NYSEAMER-2022-25]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend the
Certificate of Incorporation and Bylaws of Its Ultimate Parent Company,
Intercontinental Exchange, Inc.
June 21, 2022.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that on June 15, 2022, NYSE American LLC (``NYSE American'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 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
The Exchange proposes to amend the certificate of incorporation and
bylaws of its ultimate parent company, Intercontinental Exchange, Inc.
(``ICE''), to (a) eliminate the supermajority voting provisions for
amending the certificate of incorporation and bylaws, (b) provide that
special meetings of ICE's stockholders may be called at the request of
holders of in the aggregate at least 20% of the outstanding shares of
ICE's common stock, and (c) make certain non-substantive and conforming
changes. The proposed rule change is available on the Exchange's
website at <a href="http://www.nyse.com">www.nyse.com</a>, at the principal office of the Exchange, and
at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend ICE's Fifth Amended and Restated
Certificate of Incorporation (the ``ICE Certificate'') and Eighth
Amended and Restated Bylaws (the ``ICE Bylaws'') to (a) eliminate the
supermajority voting provisions for amending the certificate of
incorporation and bylaws, (b) provide that special meetings of ICE's
stockholders may be called at the request of holders of in the
aggregate at least 20% of the outstanding shares of ICE's common stock,
and (c) make certain non-substantive and conforming changes.
The Exchange proposes that the amendments would be effective upon
the amended ICE Certificate being filed with the Secretary of State of
the State of Delaware.
Eliminating Supermajority Voting Provisions
Certain of the amendments to the ICE Certificate would eliminate
the supermajority voting provisions for amending the ICE Certificate
and ICE Bylaws. The changes are proposed in response to the receipt of
a stockholder proposal on October 24, 2020 that was approved at ICE's
Annual Stockholder Meeting on May 14, 2021. The changes subsequently
were approved by the ICE Board of Directors on March 4, 2022, and by
the ICE stockholders on May 13, 2022, in each case subject to filing
with the Securities and Exchange Commission (``Commission'').
Under the current ICE Certificate, no adoption, amendment or repeal
of any Bylaw by action of stockholders may be effective unless approved
by the affirmative vote of holders of not less than 66\2/3\% of the
outstanding shares of common stock entitled to vote thereon. The
proposed changes would amend the
[[Page 38202]]
ICE Certificate to eliminate this requirement. Instead, the affirmative
vote of the holders of a majority of the outstanding shares of common
stock would be sufficient to adopt, amend or repeal any bylaw by action
of stockholders. Article XI, Section 11.3 of the ICE Bylaws would
continue to require that, so long as ICE directly or indirectly
controls a national securities exchange, before any amendment or repeal
of any provision of the ICE Bylaws may be effectuated, it shall be
either (i) filed with or filed with and approved by the Commission, or
(ii) submitted to the exchanges' boards of directors and, if so
determined by one or more such board of directors, filed with or filed
with and approved by the Commission.
The current ICE Certificate also provides that the affirmative vote
of holders of not less than 66\2/3\% of the outstanding shares of
common stock entitled to vote thereon is required in order to amend or
repeal Article V, (Limitations on Voting and Ownership), Article VI,
Sections B (Number of Directors) or G (Considerations of the Board of
Directors), Article IX (Stockholder Action), or Article X (Amendments),
Clause (A). As a result of the proposed changes, in accordance with the
General Corporation Law of the State of Delaware (``DGCL''), the
affirmative vote of the holders of a majority of the outstanding shares
of common stock would be sufficient to amend the ICE Certificate.\4\
Article X would continue to provide that, so long as ICE directly or
indirectly controls a national securities exchange, any amendment or
repeal of any provision of the ICE Certificate shall be submitted to
the exchanges' boards of directors and, if so determined by one or more
such board of directors, filed with or filed with and approved by the
Commission before such amendment or repeal may be effectuated.
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\4\ See Del. Code tit 8, Sec. 242(b). The DGCL does not require
a stockholder vote to change the corporate name or delete specific
obsolete text. See id. and Sec. 242(a)(1) and (7).
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To implement the change, the Exchange proposes to make the
following amendments to the ICE Certificate:
<bullet> The first sentence of Article IX, Section C (Bylaws),
would be revised as follows (proposed text underlined, proposed
deletion bracketed):
[GRAPHIC] [TIFF OMITTED] TN27JN22.030
<bullet> Clause (A) would be deleted from the second sentence of
Article X. The last sentence of the provision also would be deleted,
since a vote of stockholders would no longer be required under the
article as a result of the removal of Clause (A). The amended article
would read as follows (proposed deletion bracketed):
Notwithstanding any other provision of this Amended and Restated
Certificate of Incorporation, [(A) no provision of ARTICLE V, Section B
or G of ARTICLE VI, ARTICLE IX or this clause (A) of ARTICLE X shall be
amended, modified or repealed, and no provision inconsistent with any
such provision shall become part of this Amended and Restated
Certificate of Incorporation, unless such matter is approved by the
affirmative vote of the holders of not less than 66\2/3\% of the voting
power of all outstanding shares of Common Stock of the Corporation and
all other outstanding shares of stock of the Corporation entitled to
vote on such matter, with such outstanding shares of Common Stock and
other stock considered for this purpose as a single class; and (B)] for
so long as this Corporation shall control, directly or indirectly, any
Exchange, before any amendment or repeal of any provision of the
Certificate of Incorporation of this Corporation shall be effective,
such amendment or repeal shall be submitted to the boards of directors
of each Exchange (or the boards of directors of their successors), and
if any or all of such boards of directors shall determine that such
amendment or repeal must be filed with or filed with and approved by
the SEC under section 19 of the Exchange Act and the rules promulgated
thereunder before such amendment or repeal may be effectuated, then
such amendment or repeal shall not be effectuated until filed with or
filed with and approved by the SEC, as the case may be. [Any vote of
stockholders required by this ARTICLE X shall be in addition to any
other vote of the stockholders that may be required by law, this
Amended and Restated Certificate of Incorporation, the bylaws of the
Corporation, any agreement with a national securities exchange or
otherwise.]
Calling Special Meetings
Under the current ICE Certificate and ICE Bylaws, holders of 50% of
the outstanding shares of ICE common stock
[[Page 38203]]
are entitled to call special meetings of stockholders so long as they
satisfy certain procedural requirements. Stockholders are permitted to
aggregate their holdings to reach the special meeting threshold and
there is no aggregation cap or minimum duration of ownership
requirement.
The proposed amendments to the ICE Certificate would change that
requirement. The ICE Certificate would provide that special meetings of
stockholders may be called at any time at the request of stockholders
of record, so long as such stockholders hold at least 20% of the
outstanding shares of ICE's common stock. The revised text would
provide that the secretary of ICE would call the meeting only if they
received a written request and the requesting stockholder complied with
the requirements set forth in the relevant section of the ICE
Certificate and ICE Bylaws as well as applicable law. Finally, that the
final requirement applies to all four clauses would be clarified.
To implement the change, the Exchange proposes to amend Article VI,
Section E (Power to Call Stockholder Meetings) of the ICE Certificate
as follows (proposed text underlined, proposed deletions bracketed):
BILLING CODE 8011-01-P
[GRAPHIC] [TIFF OMITTED] TN27JN22.031
Because the special meeting provision in the ICE Bylaws likewise
provides for a 50% ownership threshold, the ICE Bylaws would also be
amended to lower the special meeting ownership threshold to 20%.
Article II, Section 2.5 would be amended to set forth the procedures
for calling a special meeting. The first paragraph would set forth the
percentage threshold and timing of an email or mailed request. The
remainder of Section 2.5 would set forth the informational requirements
for a stockholder to request a special meeting, as well as procedural
safeguards (such as ensuring that special meetings are called for
lawful and appropriate purposes). It also would set forth the
procedures for revoking a meeting request, whether by the requesting
stockholder or the board of directors,
[[Page 38204]]
what business may be transacted at the meeting, and what body will
determine that the requesting stockholder has complied with the
requirements of the section.
The specific changes would be as follows (proposed text underlined,
proposed deletions bracketed):
[GRAPHIC] [TIFF OMITTED] TN27JN22.032
[[Page 38205]]
[GRAPHIC] [TIFF OMITTED] TN27JN22.033
[[Page 38206]]
[GRAPHIC] [TIFF OMITTED] TN27JN22.034
[[Page 38207]]
[GRAPHIC] [TIFF OMITTED] TN27JN22.035
[[Page 38208]]
[GRAPHIC] [TIFF OMITTED] TN27JN22.036
[[Page 38209]]
[GRAPHIC] [TIFF OMITTED] TN27JN22.037
BILLING CODE 8011-01-C
Additional Changes
The Exchange proposes to make certain non-substantive and
conforming changes to the ICE Certificate and ICE Bylaws.
ICE Certificate
The DGCL provides that a certificate of incorporation shall be
proposed by the directors and adopted by the
[[Page 38210]]
stockholders if it restates the certificate, integrates any prior
amendments, and makes amendments.\5\ Accordingly, the second
introductory paragraph of the ICE Certificate would state that the
Sixth Amended and Restated Certificate of Incorporation (``Sixth
Certificate'') restates, integrates, and further amends the provisions
of the existing ICE Certificate, the Fifth Amended and Restated
Certificate of Incorporation. Obsolete text stating that there was no
discrepancy between the text of the current ICE Certificate and the
Fourth Amended and Restated Certificates of Incorporation would be
deleted. Similarly, the fourth introductory paragraph would state that
the ICE Certificate was restated and integrated to read as set forth in
the Sixth Certificate.
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\5\ See Del. Code tit 8, Sec. 245(b).
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The Exchange proposes the following additional non-substantive and
conforming changes:
<bullet> The proposed third and fourth introductory paragraphs
would add references to Section 242 of the DGCL. Section 242 sets forth
the manner that stockholder approval is effected.\6\
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\6\ See Del. Code tit 8, Sec. 242.
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<bullet> References to the ``Fifth Amended and Restated Certificate
of Incorporation'' and the ``Fourth Amended and Restated Certificate of
Incorporation'' in the titles, introductory paragraphs, and signature
lines would be changed to refer to the ``Sixth Amended and Restated
Certificate of Incorporation'' and ``Fifth Amended and Restated
Certificate of Incorporation,'' respectively.
<bullet> The time and date of effectiveness and execution in the
introductory certifications and signature line would be updated.
<bullet> ``Chairman'' would be updated to ``Chair'' in Article VI,
Section E.
ICE Bylaws
The Exchange proposes the following non-substantive and conforming
changes:
<bullet> References to the ``Eighth Amended and Restated Bylaws''
would be updated to refer to the ``Ninth Amended and Restated Bylaws.''
<bullet> The date of effectiveness would be updated.
<bullet> ``Chairman'' would be updated to ``Chair'' in Sections
2.5, 2.9, 2.11, 2.13(f), 3.6(b), 3.8 and 5.1. A reference to
``chairman'' would be updated to refer to ``chair'' in Section 2.15(a).
<bullet> To clarify that the notice of a special meeting referenced
in Section 2.6 would be given by the Corporation, the text ``by the
Corporation'' would be added to the first sentence, between ``shall be
given'' and ``not fewer than.''
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Exchange Act \7\ in general, and with Section
6(b)(1) \8\ in particular, in that it enables the Exchange to be so
organized as to have the capacity to be able to carry out the purposes
of the Exchange Act and to comply, and to enforce compliance by its
exchange members and persons associated with its exchange members, with
the provisions of the Exchange Act, the rules and regulations
thereunder, and the rules of the Exchange.
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\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(1).
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The Exchange believes that eliminating the supermajority voting
provisions for amending the ICE Certificate and ICE Bylaws would enable
the Exchange to be so organized as to have the capacity to be able to
carry out the purposes of the Exchange Act and to comply, and to
enforce compliance by its exchange members and persons associated with
its exchange members, with the provisions of the Exchange Act, the
rules and regulations thereunder, and the rules of the Exchange,
because the proposed change would affect the operations of the
Exchange's ultimate parent, not the Exchange itself, and would retain
without amendment the provisions regarding filing any proposed
amendments of the ICE Certificate or ICE Bylaws with the Commission and
obtaining Commission approval where required, enabling the Exchange to
continue to comply with the Exchange Act. The proposed change is
designed to strengthen stockholder participation rights by allowing
stockholders to amend the ICE Certificate and ICE Bylaws with simple
majority voting.\9\
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\9\ The proposed change would be consistent with the By-laws of
Nasdaq, Inc., which require a majority vote for any amendment at a
meeting of stockholders. See Article XI, Section 11.1 of the By-laws
of Nasdaq, Inc.
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The Exchange believes that reducing the percentage of the holders
of common stock needed to call a special meeting would enable the
Exchange to be so organized as to have the capacity to be able to carry
out the purposes of the Exchange Act and to comply, and to enforce
compliance by its exchange members and persons associated with its
exchange members, with the provisions of the Exchange Act, the rules
and regulations thereunder, and the rules of the Exchange. The proposed
rule change would affect the operations of the Exchange's ultimate
parent and would not impact the governance or ownership of the
Exchange. The proposed change would reduce the ownership threshold for
special meetings of ICE stockholders, promoting stockholder engagement
and participation.\10\ At the same time, Proposed Section 2.5 of the
ICE Bylaws would provide comprehensive guidance regarding any
stockholder requested special meeting, setting forth the percentage
threshold; required timing of an email or mailed stockholder request;
informational requirements; procedural safeguards; procedures for
revoking a meeting request; what business may be transacted at a
meeting; and what body will determine that the requesting stockholder
has complied with the requirements.
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\10\ The proposed change would be consistent with the By-laws of
Nasdaq, Inc., which require a special meeting of stockholders be
called following the request by stockholders holding at least 15% of
the outstanding stock entitled to vote on the matter. See id.,
Article III, Section 3.2.
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The proposed non-substantive and conforming changes would enable
the Exchange to continue to be so organized as to have the capacity to
carry out the purposes of the Exchange Act and comply and enforce
compliance with the provisions of the Exchange Act by its members and
persons associated with its members, because the proposed changes would
ensure that the ICE Certificate correctly describes its proposed
restatement, integration and amendment and references the DGCL in
accordance with the requirements of Delaware law, ensuring clarity and
transparency. The additional proposed non-substantive and conforming
changes to the ICE Certificate and ICE Bylaws would similarly provide
clarity and transparency by updating the documents.
The Exchange also believes that the proposed rule change furthers
the objectives of Section 6(b)(5) of the Exchange Act \11\ because the
proposed rule change would be consistent with and would create 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.
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\11\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed change to eliminate the
[[Page 38211]]
supermajority voting provisions for amending the ICE Certificate and
ICE Bylaws would remove impediments to, and perfect the mechanism of a
free and open market and a national market system and, in general,
protect investors and the public interest, as stockholders and other
stakeholders may view supermajority voting provisions as conflicting
with principles of good corporate governance. The elimination of
supermajority voting provisions in the ICE constituent documents may
increase board accountability to stockholders and provide stockholders
with greater ability to participate in the corporate governance of ICE.
At the same time, existing provisions regarding filing any proposed
amendments of the ICE Certificate or ICE Bylaws with the Commission and
obtaining Commission approval where required would not be amended,
continuing the protection of investors and the public interest.
The Exchange believes that reducing the percentage of the holders
of common stock needed to call a special meeting would remove
impediments to, and perfect the mechanism of a free and open market and
a national market system and, in general, protect investors and the
public interest, because it would facilitate stockholder engagement
while maintaining procedural safeguards against corporate waste,
disruption and abuse by a small minority of stockholders. The Exchange
believes that a 20% ownership threshold will help to ensure that
special meetings are reserved for those extraordinary matters on which
immediate action is deemed necessary by an appropriately large set of
ICE's stockholders.
At the same time, by providing comprehensive guidance regarding any
requested special meeting, the Exchange believes that the proposed
change would perfect the mechanism of a free and open market and a
national market system and, in general, protect investors and the
public interest, because the changes would provide clarity and
transparency regarding the applicable requirements and which actors
have authority to act under proposed Section 2.5 of the ICE Bylaws,
allowing market participants to more easily understand and comply with
the ICE Bylaws.
The Exchange believes that the proposed rule change would remove
impediments to and perfect the mechanism of a free and open market and
a national market system by ensuring that market participants can more
easily navigate, understand and comply with its rules. The Exchange
believes that the proposed changes would ensure that the ICE
Certificate correctly describes its proposed restatement, integration
and amendment and references the DGCL in accordance with the
requirements of Delaware law. Similarly, the additional proposed non-
substantive and conforming changes to the ICE Certificate and ICE
Bylaws would provide clarity and transparency by updating the
documents. The Exchange believes that the changes would thereby reduce
potential confusion that may result from having an incorrect
description or reference in the ICE Certificate or ICE Bylaws.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act. The proposed rule
change is not designed to address any competitive issue or to amend the
governing documents of the Exchange, but rather to (a) eliminate the
supermajority voting provisions in for amending the ICE Certificate and
ICE Bylaws, (b) provide that special meetings of ICE's stockholders may
be called at the request of holders of in the aggregate at least 20% of
the outstanding shares of ICE's common stock, and (c) make non-
substantive and conforming changes. The proposed rule change does not
impact the governance or ownership of the Exchange. It would not amend
existing provisions regarding filing any proposed amendments of the ICE
Certificate or ICE Bylaws with the Commission and obtaining Commission
approval where required. The Exchange believes that the proposed rule
change will serve to promote clarity and consistency, thereby reducing
burdens on the marketplace and facilitating investor protection.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A) of the Act \12\ and Rule 19b-4(f)(6) \13\ thereunder.
Because the foregoing proposed rule change does not: (i) significantly
affect the protection of investors or the public interest; (ii) impose
any significant burden on competition; and (iii) become operative for
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, it has become effective pursuant to
Section 19(b)(3)(A) of the Act \14\ and Rule 19b-4(f)(6) \15\
thereunder.
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\12\ 15 U.S.C. 78(b)(3)(A).
\13\ 17 CFR 240.19b-4(f)(6).
\14\ 15 U.S.C. 78s(b)(3)(A).
\15\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires the Exchange to give the Commission written notice of the
Exchange's intent to file the proposed rule change, along with a
brief description and text of the proposed rule change, at least
five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission. The
Exchange has satisfied this requirement.
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A proposed rule change filed under Rule 19b-4(f)(6) \16\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\17\ the Commission
may designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that it may
become operative immediately upon filing to allow ICE to implement the
proposed changes as soon as possible. The Commission notes that the
proposed changes would affect the operations of the Exchange's ultimate
parent, not the Exchange itself, and would not impact the governance,
ownership and regulation of the Exchange. Further, the proposed changes
retain without amendment the provisions regarding filing any proposed
amendments of the ICE Certificate or ICE Bylaws with the Commission and
obtaining Commission approval where required.\18\ Therefore, the
Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest.
Accordingly, the Commission designates the proposed rule change to be
operative upon filing.\19\
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\16\ 17 CFR 240.19b-4(f)(6).
\17\ 17 CFR 240.19b-4(f)(6).
\18\ See Article X of the ICE Certificate and Article XI,
Section 11.3, of the ICE Bylaws.
\19\ For purposes only of waiving the 30-day operative delay,
the Commission also has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the
[[Page 38212]]
Commission will institute proceedings to determine whether the proposed
rule change should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<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#f98b8c959cd49a9694949c978d8ab98a9c9ad79e968f"><span class="__cf_email__" data-cfemail="daa8afb6bff7b9b5b7b7bfb4aea99aa9bfb9f4bdb5ac">[email protected]</span></a>. Please include
File Number SR-NYSEAMER-2022-25 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 Number SR-NYSEAMER-2022-25. 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 (<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 change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSEAMER-2022-25 and should be submitted
on or before July 18, 2022.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\20\
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\20\ 17 CFR 200.30-3(a)(12), (59).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-13591 Filed 6-24-22; 8:45 am]
BILLING CODE 8011-01-P
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