Notice2023-05039
Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Certificate of Incorporation and Bylaws
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
March 13, 2023
Issuing agencies
Securities and Exchange Commission
Full Text
<html>
<head>
<title>Federal Register, Volume 88 Issue 48 (Monday, March 13, 2023)</title>
</head>
<body><pre>
[Federal Register Volume 88, Number 48 (Monday, March 13, 2023)]
[Notices]
[Pages 15492-15495]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-05039]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-97059; File No. SR-NYSENAT-2023-08]
Self-Regulatory Organizations; NYSE National, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its
Certificate of Incorporation and Bylaws
March 7, 2023.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on February 23, 2023, NYSE National, Inc. (``NYSE
National'' or the ``Exchange'') filed with the Securities and Exchange
Commission (the ``Commission'') the proposed rule change as described
in Items I and II below, which Items have been prepared by the
Exchange. The Commission is publishing this notice to solicit comments
on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend its certificate of incorporation and
bylaws to provide that the board of directors of its ultimate parent,
or that board's compensation committee, may fix the compensation of the
board of directors of the Exchange, and make certain clarifying,
technical 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 its Amended and Restated Certificate
of Incorporation (``Certificate'') and the Seventh Amended and Restated
By-laws of the Exchange (``Exchange Bylaws'') to (a) provide that the
board of directors of its ultimate parent, Intercontinental Exchange,
Inc. (``ICE,'' and its board of directors, the ``ICE Board''), or the
compensation committee of the ICE Board (the ``ICE Compensation
Committee''), may fix the compensation of the Board of Directors of the
Exchange (the ``Exchange Board''), and (b) make certain clarifying,
technical and conforming changes.
The changes described herein would become operative upon the
Certificate becoming effective pursuant to its filing with the
Secretary of State of the State of Delaware.
Proposed Compensation Amendments
Currently, pursuant to Exchange Bylaws Article III, Section 3.15
(Compensation), the sole stockholder of the Exchange, NYSE Group Inc.
(``NYSE Group''), has the authority to fix the compensation of all
directors for services to the Exchange.\4\ Through the deletion of
Exchange Bylaws Section 3.15 and additions to Certificate Section
FIFTH, the Exchange proposes to move the compensation provision to the
Certificate and have the ICE Board or ICE Compensation Committee set
director compensation instead of NYSE Group.\5\
---------------------------------------------------------------------------
\4\ See Bylaws, Article III, Section 3.15.
\5\ Under the Delaware General Corporation Law (``DGCL''), the
terms of the certificate of incorporation of a corporation supersede
any inconsistent bylaw provisions. See DGCL Section 109(b); see also
Sinchareonkul v. Fahnemann, 2015 WL 292314, at *6 (Del.Ch., 2015)
(stating that ``when evaluating corporate action for legal
compliance, a court examines whether the action contravenes the
entity-specific corporate contract. The components of that contract
form a hierarchy, comprising from top to bottom (i) the Delaware
General Corporation Law (the `DGCL'), (ii) the certificate of
incorporation, and (iii) the bylaws. Each of the lower components of
the contractual hierarchy must conform to the higher components.'').
---------------------------------------------------------------------------
NYSE Group is wholly owned by NYSE Holdings LLC, which is a wholly
owned subsidiary of Intercontinental Exchange Holdings, Inc.
Intercontinental Exchange Holdings, Inc. is in turn wholly owned by
ICE, a public company listed on the New York Stock Exchange LLC
(``NYSE'').\6\
---------------------------------------------------------------------------
\6\ See Exchange Act Release No. 79902 (January 30, 2017), 82 FR
9258 (February 3, 2017) (SR-NSX-2016-16) (Order Approving Proposed
Rule Change, as Modified by Amendment No. 1, in Connection With a
Proposed Acquisition of the Exchange by NYSE Group, Inc.).
---------------------------------------------------------------------------
The Exchange proposes to amend Section FIFTH of the Certificate as
follows:
<bullet> The Exchange proposes to add the following sentence to the
end of Section FIFTH(a):
Notwithstanding anything herein to the contrary, as set forth
below, the Board of Directors of Intercontinental Exchange, Inc.
(``ICE'') or the compensation committee thereof shall have the
authority to fix the compensation of directors of the Corporation.
<bullet> The Exchange proposes to add a new Section FIFTH(c), which
would read as follows:
(c) Compensation. The Board of Directors of ICE or the
compensation committee thereof shall have the authority to fix the
compensation of directors of the Corporation. The directors of the
Corporation may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors of the Corporation and may be
paid a fixed sum for attendance at each meeting of the Board of
Directors of the Corporation or a stated salary as director (which
amounts may be paid in cash or such other form as the Board of
Directors of ICE or the compensation committee thereof may from time
to time authorize). No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving
compensation therefor.
The Exchange proposes to delete Exchange Bylaws Article III,
Section 3.15 in its entirety.
As a result of the proposed change, compensation for the Exchange
Board
[[Page 15493]]
members would be fixed by a body that is required to have at least a
majority of its members be independent.
Currently, the board of directors of NYSE Group is not required to
be independent. This was not always true: when the New York Stock
Exchange, Inc. combined with Archipelago Holdings, Inc. under NYSE
Group in 2006, NYSE Group was publicly traded, required to have an
independent board of directors, and subject to an independence
policy.\7\ That changed when NYSE Group combined with Euronext N.V.
After that combination, NYSE Euronext, the publicly traded parent
company, had an independent board of directors subject to an
independence policy, and the board of directors of NYSE Group, which
became a subsidiary of NYSE Euronext, did not.\8\
---------------------------------------------------------------------------
\7\ See Securities Exchange Act Release No. 53382 (February 27,
2006), 71 FR 11251 (March 6, 2006) (SR-NYSE-2005-77) (Order Granting
Approval of Proposed Rule Change and Amendment Nos. 1, 3, and 5
Thereto and Notice of Filing and Order Granting Accelerated Approval
to Amendment Nos. 6 and 8 Relating to the NYSE's Business
Combination With Archipelago Holdings, Inc.). The NYSE Group was
expected to fix the compensation of the Exchange Board through a
compensation committee. Id. at 11256.
\8\ See Securities Exchange Act Release No. 55293 (February 14,
2007), 72 FR 8033 (February 22, 2007) (SR-NYSE-2006-120) (Order
Granting Approval of Proposed Rule Change and Notice of Filing and
Order Granting Accelerated Approval to Amendment No. 1 Regarding the
Proposed Combination Between NYSE Group, Inc. and Euronext N.V.).
See also Exhibit 5E to SR-NYSE-2006-120, Section 3.2 (deleting the
independence requirements for the NYSE Group board of directors).
---------------------------------------------------------------------------
When ICE acquired NYSE Euronext, the requirement to have a majority
of independent directors moved to ICE.\9\ The requirement is in
accordance with NYSE listing requirements, which require that listed
companies have a majority of independent directors.\10\ Accordingly, if
the ICE Board fixed the compensation of the Exchange Board, the
decision would be made by a body that required to have at least a
majority of its members be independent.
---------------------------------------------------------------------------
\9\ See Securities Exchange Act Release No. 70210 (August 15,
2013), 78 FR 51758 (August 21, 2013) (SR-NYSE-2013-42; SR-NYSEMKT-
2013-50; SR-NYSEArca-2013-62) (Order Granting Approval of Proposed
Rule Change Relating to a Corporate Transaction in which NYSE
Euronext Will Become a Wholly-Owned Subsidiary of
IntercontinentalExchange Group, Inc.). IntercontinentalExchange
Group, Inc., subsequently changed its name to
IntercontinentalExchange, Inc. See Exchange Act Release No. 72158
(May 13, 2014), 79 FR 28784 (May 19, 2014) (SR-NYSE-2014-23) (Notice
of Filing and Immediate Effectiveness of Proposed Rule Change
Relating to Name Changes of Its Ultimate Parent,
IntercontinentalExchange Group, Inc., and Its Indirect Parents,
IntercontinentalExchange, Inc. and NYSE Euronext Holdings LLC). The
ICE Board is subject to the requirements of the Independence Policy
of the Board of Directors of Intercontinental Exchange, Inc.,
available at <a href="https://s2.q4cdn.com/154085107/files/doc_downloads/governance_docs/ICE-Independence-Policy.pdf">https://s2.q4cdn.com/154085107/files/doc_downloads/governance_docs/ICE-Independence-Policy.pdf</a>. The bylaws of ICE
require that the members of the ICE Board take into consideration
the effect that ICE's actions would have on the ability of the
Exchange to carry out its responsibility under Exchange Act. See
Ninth Amended and Restated Bylaws of Intercontinental Exchange, Inc.
(``ICE Bylaws''), Article III, Section 3.14. The ICE Bylaws are
available at <a href="https://s2.q4cdn.com/154085107/files/doc_downloads/governance_docs/2022/ICE-Ninth-Amended-and-Restated-Bylaws.pdf">https://s2.q4cdn.com/154085107/files/doc_downloads/governance_docs/2022/ICE-Ninth-Amended-and-Restated-Bylaws.pdf</a>.
\10\ See NYSE Listed Company Manual Sections 303A.01
(Independent Directors) and 303A.02(a)(ii) (Independence Tests), and
ICE Bylaws, Article III, Section 3.4.
---------------------------------------------------------------------------
If the ICE Compensation Committee fixed the Exchange Board
compensation,\11\ compensation decisions would be made by a body that
is made up of independent members. As a company listed on the NYSE, ICE
is required to have a compensation committee that is composed entirely
of independent directors that satisfy the additional independence
requirements specific to compensation committee members.\12\
---------------------------------------------------------------------------
\11\ Pursuant to its Charter, the Compensation Committee of the
ICE Board is charged with, among other things, reviewing and
approving compensation for the members of the board of directors of
any ICE subsidiary, which includes the Exchange. See Charter of the
Compensation Committee of the Board of Directors of ICE, at <a href="https://s2.q4cdn.com/154085107/files/doc_downloads/governance_docs/2022/Intercontinental-Exchange-Inc.-Compensation-Committee-Charter-March-3-2022.pdf">https://s2.q4cdn.com/154085107/files/doc_downloads/governance_docs/2022/Intercontinental-Exchange-Inc.-Compensation-Committee-Charter-March-3-2022.pdf</a>. See also NYSE Listed Company Manual Section 303A.05(b).
\12\ See NYSE Listed Company Manual Section 303A.05(a)
(Compensation Committee). See also NYSE Listed Company Manual
Section 303A.02(a)(ii) and ICE annual report on Form 10-K for the
fiscal year ended December 31, 2021, at 19, available at <a href="https://www.sec.gov/ix?doc=/Archives/edgar/data/1571949/000157194922000006/ice-20211231.htm">https://www.sec.gov/ix?doc=/Archives/edgar/data/1571949/000157194922000006/ice-20211231.htm</a>.
---------------------------------------------------------------------------
The proposed rule text is more comprehensive than the Exchange
Bylaws provision it would replace since, unlike Exchange Bylaws Section
3.15, it would provide that directors may receive compensation on a
per-meeting basis or as a salary and clarify the form of compensation
that may be granted.
As a result of the proposed change, the provision governing
director compensation would move from the Exchange Bylaws to the
Certificate, which would result in a change to what body can approve
changes to the relevant provision. More specifically, Bylaw Section
3.15 may be amended by the Board or by action of NYSE Group, as the
stockholder of the Exchange. By contrast, the Certificate can be
amended by the Corporation but first must be approved by the Board.
Accordingly, any change proposed to the compensation provision would
require Board approval and could no longer be amended by action of the
NYSE Group.
The Exchange operates as a separate self-regulatory organization
and has rules, and membership rosters distinct from the rules,
membership rosters and listings of its affiliates the NYSE, NYSE
American LLC, NYSE Arca, Inc., and NYSE Chicago, Inc. (collectively
with the Exchange, the ``NYSE Group Exchanges''). At the same time,
however, the Exchange believes it is important for each of the NYSE
Group Exchanges to have a consistent approach to corporate governance
in certain matters, to simplify complexity and create greater
consistency among the NYSE Group Exchanges.\13\ To that end, each of
the NYSE Group Exchanges is proposing a substantially similar change to
its governing documents.\14\
---------------------------------------------------------------------------
\13\ See Exchange Act Release No. 84644 (November 21, 2018), 83
FR 61177 (November 28, 2018) (SR-NYSENAT-2018-24) (Notice of Notice
of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Its Certificate of Incorporation and Bylaws).
\14\ See SR-NYSE-2023-13; SR-NYSEAmer-2023-15, SR-NYSEArca-2023-
18, and SR-NYSECHX-2023-10. Presently, three different entities fix
the compensation of the boards of directors of the NYSE Group
Exchanges: NYSE Group fixes the compensation of the directors of
NYSE National, the NYSE, and NYSE American LLC; NYSE Chicago
Holdings, Inc. fixes the compensation of the directors of NYSE
Chicago, Inc.; and the board of directors of NYSE Arca, Inc. fixes
its own compensation.
---------------------------------------------------------------------------
The proposed amendment is based on Article III, Section 3.13
(Compensation of Directors) of the ICE Bylaws.\15\
---------------------------------------------------------------------------
\15\ See ICE Bylaws, Article III, Section 3.13.
---------------------------------------------------------------------------
Additional Proposed Amendments
The Exchange proposes to make the following non-substantive
technical and conforming changes to the Certificate: \16\
---------------------------------------------------------------------------
\16\ See 83 FR 61177, note 13, supra (proposing to make
conforming and non-substantive changes to the title, cover page, and
table of contents of the Fifth Amended and Restated Bylaws of the
Exchange and Amended and Restated Certificate of Incorporation of
the Exchange).
---------------------------------------------------------------------------
<bullet> In the first paragraph, change ``NYSE NATIONAL, INC.'' to
``NYSE National, Inc.''
<bullet> In Sections EIGHTH and ELEVENTH, add ``Amended and
Restated'' before ``Certificate of Incorporation.''
<bullet> Update the date in the signature line.
In a non-substantive change, the Exchange proposes to update the
title of the Exchange Bylaws to make them the ``Eighth Amended and
Restated By-laws of NYSE National, Inc.''
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Exchange Act,\17\ in general, and furthers the
objectives of
[[Page 15494]]
Section 6(b)(1) \18\ 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. The Exchange
also believes that the proposed rule change is consistent with Section
6(b)(5) of the Exchange Act,\19\ in that it 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 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.
---------------------------------------------------------------------------
\17\ 15 U.S.C. 78f(b).
\18\ 15 U.S.C. 78f(b)(1).
\19\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Exchange believes that the proposed change would allow the
Exchange to be so organized as to have the capacity to carry out the
purposes of the Exchange Act and comply with the provisions of the
Exchange Act by its members and persons associated with members,
because the Exchange Board would no longer have its compensation fixed
by a body whose members are not subject to independence requirements.
The Exchange believes that it is more advisable to have compensation
determinations made by a body that is required to have at least a
majority of its members be independent, like the ICE Board or ICE
Compensation Committee. Otherwise, the compensation could be fixed by a
body that is made up of employees or persons related to the Exchange.
Indeed, the change would be consistent with prior practice, as
immediately after the combination between New York Stock Exchange, Inc.
and Archipelago Holdings, Inc., the members of the board of directors
of NYSE Group were both subject to independence requirements and
expected to fix the compensation of the Exchange Board through a
compensation committee.\20\ For the same reason, the Exchange believes
that the change would contribute to the orderly operation of the
Exchange and would promote the maintenance of a fair and orderly
market, the protection of investors and the protection of the public
interest.
---------------------------------------------------------------------------
\20\ 71 FR 11251, supra note 7, at 11256 (``It is expected that,
upon completion of the Merger, the NYSE Group board of directors
will have [a] . . . compensation committee'') and 11257 (``[T]he
board of directors of New York Stock Exchange LLC is not expected to
have its own committees and that any necessary functions with
respect to . . . compensation . . . will be performed by the
relevant committee[ ] of the NYSE Group board of directors'').
---------------------------------------------------------------------------
The Exchange believes that, because at least a majority of the
members of the ICE Board and all of the ICE Compensation Committee must
be independent, there is no substantial likelihood of a potential
conflict of interest. Indeed, the Exchange believes that the proposal
lessens the potential for conflicts of interest by eliminating the
fixing of compensation by an entity that is not subject to any
independence requirements. Further, the governing documents of ICE
require that the members of the ICE Board take into consideration the
effect that ICE's actions--including actions by the ICE Board or ICE
Compensation Committee--would have on the ability of the Exchange ``to
carry out [its] responsibilities under the Exchange Act'' and ``to
engage in conduct that fosters and does not interfere with the ability
of the Exchange[ ] . . . to remove impediments to and perfect the
mechanisms of a free and open market in securities and a U.S. national
securities market system; and . . . to protect investors and the public
interest.'' \21\ For the foregoing reasons, the Exchange believes that
the proposed change would allow the Exchange to be so organized as to
have the capacity to carry out the purposes of the Exchange Act and
comply with the provisions of the Exchange Act by its members and
persons associated with members, and would contribute to the orderly
operation of the Exchange and would promote the maintenance of a fair
and orderly market, the protection of investors and the protection of
the public interest.
---------------------------------------------------------------------------
\21\ See ICE Bylaws, Article III, Section 3.14(a). Although it
is not currently a listing market, the Exchange has adopted a rule
prohibiting the listing of affiliate securities and setting forth
additional reporting requirements. See Rule 3.1 (Additional
Requirements for Listed Securities Issued by Intercontinental
Exchange, Inc. or its Affiliates).
---------------------------------------------------------------------------
The Exchange believes that moving the provision governing director
compensation from the Exchange Bylaws to the Certificate would allow
the Exchange to be so organized as to have the capacity to carry out
the purposes of the Exchange Act and comply with the provisions of the
Exchange Act by its members and persons associated with members, and
would contribute to the orderly operation of the Exchange and would
promote the maintenance of a fair and orderly market, the protection of
investors and the protection of the public interest, because any change
proposed to the compensation provision would require Board approval. As
a result, any change to the compensation provision in the Certificate
would have to be approved by a body subject to the requirements that at
least half of the directors of the Exchange be independent and at least
20% of them must be individuals nominated by the permit holders of the
Exchange.\22\ The provision would not be able to be amended by NYSE
Group alone, whose directors are not subject to independence
requirements.
---------------------------------------------------------------------------
\22\ See Exchange Bylaws, Article III, Section 3.2(a) (General
Composition).
---------------------------------------------------------------------------
Moreover, the Exchange believes that the proposal would promote
greater consistency in the compensation philosophy and director
compensation structure across affiliated exchanges, thereby promoting
the maintenance of a fair and orderly markets, the protection of
investors and the public interest. As noted above, the other NYSE Group
Exchanges are filing similar proposed changes to their governing
documents. By locating the authority to fix compensation in the hands
of the ICE Board or the ICE Compensation Committee, the proposed change
would permit compensation for each board of directors of an NYSE Group
Exchange to be set centrally and with greater uniformity and
consistency across affiliated exchanges. The Exchange believes that
such conformity would streamline the NYSE Group Exchanges' corporate
processes and create more equivalent compensation processes among them,
to the benefit of both investors and the public interest. The proposal
also reflects the fact that, no matter the size or role of the relevant
NYSE Group Exchange, every NYSE Group Exchange board of directors must
manage its business while considering the government of the exchange as
an ``exchange'' within the meaning of the Exchange Act.\23\
---------------------------------------------------------------------------
\23\ See By-laws, Article III, Section 3.1 (Powers) and Article
X, Section 10.1 (Management of the Exchange); Thirteenth Amended and
Restated Operating Agreement of NYSE, Article II, Section 2.03(k);
Twelfth Amended and Restated Operating Agreement of NYSE American,
Inc., Article II, Section 2.03(k) (Board); Bylaws of NYSE Arca,
Inc., Article III, Section 3.01 (Powers); and Second Amended and
Restated Bylaws of NYSE Chicago, Inc., Article II, Section 1
(Powers) and Article IX, Sec. 1 (Management of the Corporation).
---------------------------------------------------------------------------
The Exchange believes that the more comprehensive provision would
remove impediments to and perfect the mechanism of a free and open
market, as it would make the provision relating to director
compensation more comprehensive and transparent for market
participants, making it so that
[[Page 15495]]
they can more easily navigate and understand the governing documents.
As noted, the proposed text is more comprehensive than the provision it
would replace and would set forth additional detail regarding the
compensation that directors may receive, such as whether directors may
receive compensation on a per-meeting basis or as a salary and what
form of compensation may be granted. The Exchange believes that the
greater additional detail would add transparency and clarity to the
Exchange's governing documents and would not be inconsistent with the
public interest and the protection of investors because investors will
not be harmed and in fact would benefit from increased transparency and
clarity, thereby reducing potential confusion.
Finally, the proposed non-substantive technical and conforming
changes would remove impediments to and perfect the mechanism of a free
and open market by ensuring that persons subject to the Exchange's
jurisdiction, regulators, and the investing public can more easily
navigate and understand the governing documents. The proposed non-
substantive amendments also would not be inconsistent with the public
interest and the protection of investors because investors will not be
harmed and in fact would benefit from increased transparency and
clarity, thereby reducing potential confusion.
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 intended to address competitive issues but rather is
concerned solely with the corporate governance of the Exchange.
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
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 \24\ and Rule 19b-
4(f)(6) thereunder.\25\
---------------------------------------------------------------------------
\24\ 15 U.S.C. 78s(b)(3)(A).
\25\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its 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.
---------------------------------------------------------------------------
At any time within 60 days of the filing of such 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 Commission shall institute proceedings under
Section 19(b)(2)(B) \26\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
---------------------------------------------------------------------------
\26\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------
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#b0c2c5dcd59dd3dfddddd5dec4c3f0c3d5d39ed7dfc6"><span class="__cf_email__" data-cfemail="bbc9ced7de96d8d4d6d6ded5cfc8fbc8ded895dcd4cd">[email protected]</span></a>. Please include
File Number SR-NYSENAT-2023-08 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-NYSENAT-2023-08. 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-NYSENAT-2023-08, and should be submitted
on or before April 3, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
---------------------------------------------------------------------------
\27\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-05039 Filed 3-10-23; 8:45 am]
BILLING CODE 8011-01-P
</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>Indexed from Federal Register on March 13, 2023.
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.