Notice2023-05265
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change, as Modified by Amendment No. 1, To Adopt Listing Rules To Require Companies Listed on the Exchange To Develop, Implement, and Disclose a Written Compensation Recovery Policy To Comply With Rule 10D-1 Under the Exchange Act and Make Other Related Changes
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 15, 2023
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 88 Issue 50 (Wednesday, March 15, 2023)</title>
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[Federal Register Volume 88, Number 50 (Wednesday, March 15, 2023)]
[Notices]
[Pages 16051-16055]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-05265]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-97099; File No. SR-CboeBZX-2023-013]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing of a Proposed Rule Change, as Modified by Amendment No. 1, To
Adopt Listing Rules To Require Companies Listed on the Exchange To
Develop, Implement, and Disclose a Written Compensation Recovery Policy
To Comply With Rule 10D-1 Under the Exchange Act and Make Other Related
Changes
March 9, 2023.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on February 24, 2023, Cboe BZX Exchange, Inc. (the ``Exchange'' or
``BZX'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change. On March 3, 2023, the
Exchange filed Amendment No. 1 to the proposed rule change, which
superseded and replaced the proposed rule change in its entirety. The
proposed rule change, as modified by Amendment No. 1, is 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, as modified by Amendment No. 1, from interested
persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Cboe BZX Exchange, Inc. (``BZX'' or the ``Exchange'') is filing
with the Securities and Exchange Commission (``Commission'' or ``SEC'')
a proposed rule change as modified by Amendment No. 1 to adopt listing
rules to require Companies listed on the Exchange to develop,
implement, and disclose a written compensation recovery policy to
comply with Rule 10D-1 under the Exchange Act and make other related
changes.\3\ The text of the proposed rule change is provided in Exhibit
5.
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\3\ This Amendment No. 1 to the rule filing SR-CboeBZX-2023-013
replaces SR-CboeBZX-2023-013 as originally filed on February 24,
2023 and supersedes that filing in its entirety.
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The text of the proposed rule change is also available on the
Exchange's website (<a href="http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/">http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/</a>), at the Exchange's Office of the Secretary, and at
the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
This Amendment No. 1 to SR-CboeBZX-2023-013 amends and replaces in
its entirety the proposal as originally submitted on February 24, 2023.
The Exchange submits this Amendment No. 1 in order to clarify certain
points and add additional details to the proposal.
Section 954 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 (the ``Dodd-Frank Act'') \4\ added 15 U.S.C.
78j-4 (``Section 10D'') to the Exchange Act. Title 15 Section 78j-4 (a)
of the U.S. Code (``Section 10D(a)'') required the Commission to direct
the national securities exchanges, including the Exchange, and national
securities associations to prohibit the listing of any equity security
of an issuer that is not in compliance with the requirements of 15
U.S.C. 78j-4(b) (``Section 10D(b)'') relating to a Company's \5\ policy
to recover Incentive-based Compensation to executive officers that was
erroneously awarded on the basis of materially misreported financial
information that requires an accounting restatement. To effect this
requirement, the Commission has adopted Rule 10D-1 under the Exchange
Act, which was published in the Federal Register on November 28, 2022.
Rule 10D-1 requires each national securities exchange and national
securities association to propose rule amendments that comply with Rule
10D-1 to the Commission, no later than February 27, 2023, which must be
effective no later than November 28, 2023.\6\
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\4\ Public Law 111-203, 124 Stat. 1376 (2010).
\5\ ``Company'' means the issuer of a security listed or
applying to list on the Exchange. For purposes of Chapter XIV, the
term ``Company'' includes an issuer that is not incorporated, such
as, for example, a limited partnership. See Exchange Rule 14.1
(a)(3).
\6\ See 17 CFR 240.10D-1(a)(2).
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Rule 10D-1 directs the listing exchanges to establish listing
standards that require Companies to:
<bullet> Adopt and comply with written policies for recovery of
Incentive-based Compensation based on financial information required to
be reported under the securities laws, applicable to the Company's
executive officers, during the three completed fiscal years immediately
preceding the date that the issuer is required to prepare an accounting
restatement; and
<bullet> Disclose those compensation recovery policies in
accordance with Commission rules, including providing the information
in tagged data format.
Accordingly, in order to carry out the requirements of Rule 10D-1 the
Exchange proposes to make several amendments to Exchange Rules 14.1,
14.10, and 14.12.
(1) Definitions
First, the Exchange proposes to adopt several definitions that are
applicable to either the entirety of Chapter 14 or exclusively to Rule
14.10(k) that are consistent with defined terms provided in Rule 10D-
1(d). Specifically, the Exchange proposes to adopt the term ``Financial
Reporting Measures'' under Rule 14.1(a), which would mean measures that
are determined and presented in accordance with the accounting
principles used in preparing the Company's financial statements, and
any measures that are derived wholly or in part from such measures.
Stock price and total shareholder return are also financial reporting
measures. A financial reporting measure need not be presented within
the financial statements or included in a filing with the Commission.
The Exchange also proposes to adopt the term ``Incentive-based
Compensation'' under Rule 14.1(a), which would mean any compensation
that is granted, earned, or vested based wholly or in part upon the
attainment of a financial reporting measure. Based on these proposed
definitions, the Exchange also proposes to modify the numbering of the
definitions provided under Rule 14.1(a).
The Exchange proposes to adopt new a definition of ``Executive
Officer'' applicable only to Rule 14.10(k). The term Executive Officer
is already defined under Rule 14.1(a); therefore, the Exchange proposes
to adopt a separate definition under proposed Interpretation and Policy
.21 of Rule 14.10. As proposed, the term Executive Officer would mean,
for purposes of the
[[Page 16052]]
compensation recovery policy, a Company's president, principal
financial officer, principal accounting officer (or if there is no such
accounting officer, the controller), any vice-president of the Company
in charge of a principal business unit, division, or function (such as
sales, administration, or finance), any other officer who performs a
policy-making function, or any other person who performs similar
policy-making functions for the Company. Executive Officers of the
Company's parent(s) or subsidiaries are deemed Executive Officers of
the Company if they perform such policy making functions for the
Company. In addition, when the Company is a limited partnership,
officers or employees of the general partner(s) who perform policy-
making functions for the limited partnership are deemed officers of the
limited partnership. When the Company is a trust, officers, or
employees of the trustee(s) who perform policy-making functions for the
trust are deemed officers of the trust. Policy-making function is not
intended to include policy-making functions that are not significant.
Identification of an Executive Officer for purposes of this Rule would
include at a minimum executive officers identified pursuant to 17 CFR
229.401(b). The Exchange also proposes to provide under new
interpretation and policy .21 of Rule 14.10 that Incentive-based
Compensation is deemed received in the Company's fiscal period during
which the financial reporting measure specified in the Incentive-based
Compensation award is attained, even if the payment or grant of the
Incentive-based Compensation occurs after the end of that period.
As noted above, the definition of Financial Reporting Measures,
Incentive-based Compensation, Executive Officer, and the application of
``received'' as it relates to Incentive-based Compensation is
substantively identical to the definitions provided Rule 10-D-1(d).
(2) Compensation Recovery Policy
Next, the Exchange proposes to adopt a new corporate governance
requirement under Rule 14.10 related to the compensation recovery
policy. Accordingly, the Exchange proposes to modify Rule 14.10(a) to
include the compensation recovery policy in the list of rules covered
under Rule 14.10. The Exchange proposes to adopt the compensation
recovery policy requirement under proposed Rule 14.10(k). Proposed Rule
14.10(k) first provides a summary of the timing requirements for
compliance under the proposed Rule in accordance with Rule 10D-1.
Specifically, the Rule would state that in accordance with Rule 10D-1
under the Act, each Company shall: (i) adopt the compensation recovery
policy required by this Rule no later than 60 days following {insert
date of Commission approval of File No. SR-CboeBZX-2023-013{time} (the
``effective date''), to which the Company is subject; (ii) comply with
that recovery policy for all Incentive-based Compensation received by
Executive Officers on or after the effective date of the applicable
listing standard; and (iii) provide the disclosures required by this
Rule and in the applicable Commission filings required on or after the
effective date of the listing standard to which the Company is subject.
Proposed Rule 14.10(k) would then set forth the requirements
related to the compensation recovery policy. First, proposed Rule
14.10(k)(1) requires that each Company adopt a written compensation
recovery policy providing that the Company will recover reasonably
promptly the amount of erroneously awarded Incentive-based Compensation
in the event that the Company is required to prepare an accounting
restatement due to the material noncompliance of the Company with any
financial reporting requirement under the securities laws, including
any required accounting restatement to correct an error in previously
issued financial statements that is material to the previously issued
financial statements, or that would result in a material misstatement
if the error were corrected in the current period or left uncorrected
in the current period, as required by Section 10D-1 under the Act.
Proposed Rule 14.10(k)(1)(A) sets forth the circumstances under
which the Company's Incentive-based Compensation recovery policy must
apply. Specifically, the Company's recovery policy must apply to a
person (i) after beginning service as an Executive Officer; (ii) who
served as an Executive Officer at any time during the performance
period for that Incentive-based Compensation; (iii) while the Company
has a class of securities listed on a national securities exchange or a
national securities association; and (iv) during the three completed
fiscal years immediately preceding the date that the Company is
required to prepare an accounting restatement as described in proposed
paragraph (k)(1) of this Rule. In addition to these last three
completed fiscal years, the recovery policy must apply to any
transition period (that results from a change in the Company's fiscal
year) within or immediately following those three completed fiscal
years. However, a transition period between the last day of the
Company's previous fiscal year end and the first day of its new fiscal
year that comprises a period of nine to 12 months would be deemed a
completed fiscal year. A Company's obligation to recover erroneously
awarded compensation is not dependent on if or when the restated
financial statements are filed.
Proposed Rule 14.10(k)(1)(B) provides that for purposes of
determining the relevant recovery period, the date that a Company is
required to prepare an accounting restatement as described in paragraph
(k)(1) of this Rule is the earlier to occur of: (i) the date the
Company's board of directors, a committee of the board of directors, or
the officer or officers of the Company authorized to take such action
if board action is not required, concludes, or reasonably should have
concluded, that the Company is required to prepare an accounting
restatement as described in paragraph (k)(1) of this Rule; or (ii) the
date a court, regulator, or other legally authorized body directs the
Company to prepare an accounting restatement as described in paragraph
(k)(1) of this Rule.
Proposed Rule 14.10(k)(1)(C) provides that the amount of Incentive-
based Compensation that must be subject to the Company's compensation
recovery policy (``erroneously awarded compensation'') is the amount of
Incentive-based Compensation received that exceeds the amount of
Incentive-based Compensation that otherwise would have been received
had it been determined based on the restated amounts, and must be
computed without regard to any taxes paid. For Incentive-based
Compensation based on stock price or total shareholder return, where
the amount of erroneously awarded compensation is not subject to
mathematical recalculation directly from the information in an
accounting restatement, proposed Rule 14.10(k)(1)(C)(i)-(iii) sets
forth additional requirements. Specifically, the amount must be based
on a reasonable estimate of the effect of the accounting restatement on
the stock price or total shareholder return upon which the Incentive-
based Compensation was received, and the Company must maintain
documentation of the determination of that reasonable estimate and
provide such documentation to the exchange or association. The Company
must recover erroneously awarded compensation in compliance with its
compensation recovery policy except to the extent that the below three
conditions are met and
[[Page 16053]]
the Company's committee of Independent Directors responsible for
executive compensation decisions, or in the absence of such a
committee, a majority of the independent directors serving on the
board, has made a determination that recovery would be impracticable.
The three conditions are as follows:
<bullet> The direct expense paid to a third party to assist in
enforcing the policy would exceed the amount to be recovered. Before
concluding that it would be impracticable to recover any amount of
erroneously awarded compensation based on expense of enforcement, the
Company must make a reasonable attempt to recover such erroneously
awarded compensation, document such reasonable attempt(s) to recover,
and provide that documentation to the exchange or association.
<bullet> Recovery would violate home country law where that law was
adopted prior to November 28, 2022. Before concluding that it would be
impracticable to recover any amount of erroneously awarded compensation
based on violation of home country law, the Company must obtain an
opinion of home country counsel, acceptable to the applicable national
securities exchange or association, that recovery would result in such
a violation, and must provide such opinion to the exchange or
association.
<bullet> Recovery would likely cause an otherwise tax-qualified
retirement plan, under which benefits are broadly available to
employees of the registrant, to fail to meet the requirements of 26
U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
Finally, under proposed Rule 14.10(k)(1)(D) a Company's written
compensation recovery policy must provide that the Company is
prohibited from indemnifying any Executive Officer or former Executive
Officer against the loss of erroneously awarded compensation.
The second requirement under proposed Rule 14.10(k)(2) provides
that each Company must file all disclosures with respect to the
recovery policy in accordance with the requirements of Federal
securities laws, including the disclosure required by the applicable
Commission filings.
(3) Exemptions to Compensation Recovery Policy Requirement
The Exchange also proposes to amend Rule 14.10(e) (exemptions the
Corporate Governance Requirements) to provide for limited exemptions to
the compensation recovery policy requirement in accordance with Rule
10D-1. First, the Exchange proposes to exempt asset-backed issuers and
other passive issuers from the compensation recovery policy
requirement. Specifically, proposed Rule 14.10(e)(1)(A)(iii) exempts
any security issued by a unit investment trust (``UIT''), as defined in
15 U.S.C. 80a-4(2), from the compensation recovery policy requirements
under proposed Rule 14.10(k). As discussed in the Final Rule,\7\ unlike
listed funds, UITs are pooled investment entities without a board of
directors, corporate officers, or an investment adviser to render
investment advice during the life of the UIT, and they do not file a
certified shareholder report. In addition, because the investment
portfolio of a UIT is generally fixed, UITs are not actively managed.
Accordingly, the Commission exempted the listing of any security issued
by a UIT from the requirements of Rule 10D-1 under the Exchange Act. As
such, the Exchange proposes to similarly exempt such UITs from the
requirements of Rule 14.10(k).
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\7\ See Securities Exchange Act No. 11126 (October 26, 2022) 87
FR 73076 (November 28, 2022) (Listing Standards for Recovery of
Erroneously Awarded Compensation) (the ``Final Rule'').
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Second, proposed Rule 14.10(e)(1)(E)(iv) exempts any security
issued by a management company, as defined in 15 U.S.C. 80a-4(3), that
is registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8), if such management company has not awarded Incentive-
based Compensation to any Executive Officer of the company in any of
the last three fiscal years, or in the case of a company that has been
listed for less than three fiscal years, since the listing of the
company. Excluding listed funds that do not pay Incentive-based
Compensation would allow such funds to avoid the burden of developing
recovery policies they may never use. Listed funds that have paid
Incentive-based Compensation in that time period, however, would be
subject to the rule and rule amendments and be required to implement a
compensation recovery policy like other listed issuers.
(4) Failure To Meet Listing Standard
Last, the Exchange proposes to amend Rule 14.12 (Failure to Meet
Listing Standards) to provide for a Company's failure to meet the
requirements of proposed Rule 14.10(k). Amended Rule
14.12(f)(2)(A)(iii) would provide when a Company is deficient with
respect to Rule 14.10(k), it may submit a plan to regain compliance to
the Listing Qualifications Department. In this regard, the Exchange
proposes to allow Companies 45 calendar days to submit such a plan,
which is consistent with the deficiencies from most other rules that
allow Companies to submit a plan to regain compliance.\8\ If Exchange
staff does not accept the plan, a Staff Delisting Determination will be
issued, which could be appealed to a Hearings Panel pursuant to Rule
14.12(h). The administrative process for such deficiencies will follow
the established pattern used for similar corporate governance
deficiencies, and would allow Exchange staff to provide the issuer up
to 180 days to cure the deficiency. Thereafter, Exchange staff would be
required to issue a delisting letter,\9\ which the issuer could appeal
to the Hearings Panel, as provided in Exchange Rule 14.12(h). The
Hearings Panel could allow the issuer up to an additional 180 days to
cure the deficiency.
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\8\ The Exchange notes that the following deficiencies are
allowed 45 calendar days to submit a plan to regain compliance:
deficiencies from the standards of Rules 14.10(f)(3) (Quorum),
14.10(h) (Review of Related Party Transactions), 14.10(i)
(Shareholder Approval), 14.6(c)(3) (Auditor Registration), 14.7
(Direct Registration Program), 14.10(d) (Code of Conduct),
14.10(e)(1)(D)(v) (Quorum of Limited Partnerships),
14.10(e)(1)(D)(vii) (Related Party Transactions of Limited
Partnerships), or 14.10(j) (Voting Rights).
\9\ Rule 14.12 provides that notifications of deficiencies that
allow for submission of a compliance plan may result, after review
of the compliance plan, in issuance of a Staff Delisting
Determination or a Public Reprimand Letter. However, the Exchange
believes that issuance of a Public Reprimand Letter is inconsistent
with the provisions of Rule 10D-1 and, therefore, proposes to amend
its applicable listing rules to provide that a Public Reprimand
Letter may not be issued for violations of a listing standard
required by Rule 10D-1.
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Exchange Rule 14.12 currently provides that violations of Exchange
corporate governance or notification listing standards may result in a
Public Reprimand Letter if the Staff of Adjudicatory Body determines
that delisting is an inappropriate sanction, with one exception.
Specifically, the Exchange will not issue a Public Reprimand Letter if
the violation involved the violation of a corporate governance or
notification listing standard required by Rule 10A-3 under the Act. The
Exchange proposes to similarly prohibit the issuance of a Public
Reprimand Letter for violations of a corporate governance or
notification listing standard that is required by Rule 10D-1.
Accordingly, the Exchange proposes to amend Rule 14.12(b)(9), (f)(4),
(h)(3)(iii), (i)(4)(A), and (j)(4). Additionally, the Exchange proposes
to modify the aforementioned Rules to provide that Rules 10A-3 and 10D-
1 are ``under'' the Act.
[[Page 16054]]
While Rule 10D-1 requires a listed Company recover the amount of
erroneously awarded Incentive-based Compensation reasonably promptly,
it does not specify the time by which the Company must complete the
recovery of excess Incentive-based Compensation. The Exchange would
determine whether the steps a Company is taking constitute compliance
with its compensation recovery policy. The Company's obligation to
recover erroneously awarded Incentive-based Compensation reasonably
promptly will be assessed on a holistic basis with respect to each
accounting restatement prepared by the Company. In evaluating whether a
Company is recovering erroneously awarded Incentive-based Compensation
reasonably promptly, the Exchange will consider whether the Company is
pursuing an appropriate balance of cost and speed in determining the
appropriate means to seek recovery and whether the Company is securing
recovery through means that are appropriate based on the particular
facts and circumstances of each Executive Officer that owes a
recoverable amount.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Act and the rules and regulations thereunder applicable to the
Exchange and, in particular, the requirements of Section 6(b) of the
Act.\10\ Specifically, the Exchange believes the proposed rule change
is consistent with the Section 6(b)(5) \11\ requirements that the rules
of an exchange be designed to prevent fraudulent and manipulative acts
and practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest.
Section 6(b)(5) also requires that a national securities exchange's
rules not be designed to permit unfair discrimination between
customers, issuers, brokers or dealers.
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\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(5).
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The Exchange is proposing to adopt Rule 14.10(k) to comply with the
requirements of Section 954 of the Dodd-Frank Act and Rule 10D-1 under
the Act, and therefore believes the proposed rule change to be
consistent with the Act, particularly with respect to the protection of
investors and the public interest. The Exchange also believes that the
proposal will contribute to investor protection and the public interest
by incentivizing executive officers to take steps to reduce the
likelihood of inadvertent misreporting and will reduce the financial
benefits to executive officers who choose to pursue impermissible
accounting methods, which the Exchange expects will further discourage
such behavior. These increased incentives may improve the overall
quality and reliability of financial reporting, which further benefits
investors.
The Exchange believes it is not unfairly discriminatory to exempt
UITs and management investment companies that do not pay Incentive-
based Compensation from the requirements of proposed Rule 14.10(k).
Specifically, excluding management investment companies that do not pay
Incentive-based Compensation would allow such companies to avoid the
burden of developing recovery policies they may never use. Management
investment companies that have paid Incentive-based Compensation in
that time period, however, would be subject to the rule and rule
amendments and be required to implement a compensation recovery policy
like other listed issuers. Further, unlike management investment
companies, UITs are pooled investment entities without a board of
directors, corporate officers, or an investment adviser to render
investment advice during the life of the UIT, and they do not file a
certified shareholder report. In addition, because the investment
portfolio of a UIT is generally fixed, UITs are not actively managed.
Accordingly, the Exchange believes that it is necessary or appropriate
in the public interest, and consistent with the protection of
investors, to exempt the listing of any security issued by a UIT from
the requirements of proposed Rule 14.10(k).
The Exchange believes that allowing a Company to regain compliance
with Rule 14.10(k) by submitting a plan of compliance to the Listing
Qualifications within 45 calendar days is consistent with the
deficiencies from most other rules that allow Companies to submit a
plan to regain compliance.\12\ Therefore, the Exchange believes the
proposal to permit a Company to submit such a plan for a deficiency
related to Rule 14.10(k) provides continuity in the Exchange's
rulebook, to the benefit of investors.
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\12\ Supra note 6.
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Finally, the Exchange believes the proposal to prohibit the
issuance of a Public Reprimand Letter for violations of a corporate
governance or notification listing standard that is required Rule
14.10(k) is consistent with the requirements of Rule 10D-1, which
provide that a Company would be subject to delisting if it does not
adopt and comply with its compensation recovery policy. The Exchange
notes that existing Exchange Rules similarly prohibit violations of a
corporate governance or notification listing standard that is required
by 10A-3 from issuing a Public Reprimand Letter.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act. Specifically,
the Exchange believes that the proposed rules are designed to allow
investors to properly assess the value of the Companies whose financial
reporting is based on erroneous information. Without such a rule, such
erroneous information could result in an inefficient allocation of
capital, inhibiting capital formation and competition. The Exchange
does not believe the proposal will have any impact on intramarket
competition as all listing exchanges are required to adopt similar
listing standards pursuant to Rule 10D-1.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or up to 90 days (i) as the Commission may designate
if it finds such longer period to be appropriate and publishes its
reasons for so finding or (ii) as to which the self-regulatory
organization consents, the Commission will:
(A) by order approve or disapprove the proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change, as modified by Amendment No.
[[Page 16055]]
1, 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#aad8dfc6cf87c9c5c7c7cfc4ded9ead9cfc984cdc5dc"><span class="__cf_email__" data-cfemail="6a181f060f47090507070f041e192a190f09440d051c">[email protected]</span></a>. Please include
File Number SR-CboeBZX-2023-013 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-CboeBZX-2023-013. 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-CboeBZX-2023-013 and should be submitted
on or before April 5, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
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\13\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2023-05265 Filed 3-14-23; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on March 15, 2023.
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