Notice2026-18536
Self-Regulatory Organizations; Texas Stock Exchange LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Amend Exchange Rule 13.003 Related to Proxy Voting
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
September 11, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 175 (Friday, September 11, 2026)</title>
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[Federal Register Volume 91, Number 175 (Friday, September 11, 2026)]
[Notices]
[Pages 57940-57944]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-18536]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-106292; File No. SR-TXSE-2026-008]
Self-Regulatory Organizations; Texas Stock Exchange LLC; Order
Instituting Proceedings To Determine Whether To Approve or Disapprove a
Proposed Rule Change To Amend Exchange Rule 13.003 Related to Proxy
Voting
September 8, 2026.
I. Introduction
On May 28, 2026, Texas Stock Exchange LLC (the ``Exchange'' or
``TXSE'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) \1\ of the Securities
Exchange Act of 1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ a
proposed rule change to amend Exchange Rule 13.003 related to proxy
voting. The proposed rule change was published for comment in the
Federal Register on June 11, 2026.\4\ On July 21, 2026, pursuant to
Section 19(b)(2)(A) of the Act,\5\ the Commission designated a longer
period within which to take action on the proposed rule change.\6\ The
Commission is instituting proceedings pursuant to Section 19(b)(2)(B)
of the Act \7\ to determine whether to approve or disapprove the
proposed rule change.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
\4\ See Securities Exchange Act Release No. 105623 (June 8,
2026), 91 FR 35593 (``Notice''). Comment letters received on the
proposed rule change are available at: <a href="https://www.sec.gov/rules-regulations/public-comments/sr-txse-2026-008">https://www.sec.gov/rules-regulations/public-comments/sr-txse-2026-008</a>.
\5\ 15 U.S.C. 78s(b)(2)(A).
\6\ See Securities Exchange Act Release No. 105956, 91 FR 46817
(July 24, 2026). The Commission designated September 9, 2026, as the
date by which the Commission shall approve or disapprove, or
institute proceedings to determine whether to disapprove, the
proposed rule change.
\7\ 15 U.S.C. 78s(b)(2)(B).
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II. Description of the Proposed Rule Change
As described more fully in the Notice,\8\ the Exchange proposes to
amend Rule 13.003 to establish a mandatory process for the proportional
allocation and voting of uninstructed shares held by Members \9\ of the
Exchange on behalf of beneficial owners of TXSE-listed equity
securities.\10\
[[Page 57941]]
Specifically, the proposed rule would require a Member to vote
uninstructed shares at shareholder meetings and to allocate votes on
each proposal in proportion to voting instructions received from
beneficial owners for whom such Member holds shares in the applicable
TXSE-listed security, subject to the exclusions and methodology set
forth in the proposed rule.
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\8\ See Notice, supra note 4.
\9\ ``Member'' is defined as any registered broker or dealer
that has been admitted to membership in the Exchange. See Rule
1.005(q).
\10\ According to the Exchange, as provided in proposed Rule
13.003(c), any reference to securities or companies listed on TXSE
in this proposal is referring to securities or companies with their
primary listing on TXSE and is not referring to a dually-listed
security with its primary listing on another national securities
exchange. See Notice, supra note 4, at 35593 n. 3.
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Existing TXSE Rule 13.003
TXSE Rule 13.003(b) currently prohibits a Member from giving a
proxy to vote stock registered in its name, unless: (i) the Member is
the beneficial owner of such stock; (ii) the proxy is given pursuant to
the written instructions of the beneficial owner; or (iii) the proxy is
given pursuant to the rules of any national securities exchange or
association of which it is a member provided that the records of the
Member clearly indicate the procedure it is following. The Exchange
states that the treatment of uninstructed shares under the current
framework generally turns on the discretionary voting rules applicable
to the Member, including NYSE Rule 452.\11\ Existing Rule 13.003(c)
separately prohibits a Member that is not the beneficial owner of a
security registered under Section 12 of the Act from granting a proxy
to vote the security in connection with a shareholder vote on the
election of a member of the board of directors (other than for a vote
with respect to uncontested election of a member of the board of
directors of any investment company registered under the Investment
Company Act of 1940), executive compensation, or any other significant
matter unless the beneficial owner of the security has instructed the
Member to vote the proxy in accordance with the voting instructions of
the beneficial owner.
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\11\ The Exchange states that FINRA Rule 2251 similarly limits
the circumstances under which FINRA members may vote proxies without
instructions from beneficial owners and permits a member to give a
proxy pursuant to the rules of a national securities exchange of
which it is a member, and that Nasdaq General 9, Section 6 provides
that Nasdaq members shall comply with FINRA Rule 2251 as if it were
part of Nasdaq's rules. See id. at 35593 n. 8 (citing FINRA Rule
2251(b)(3); Nasdaq General 9, Section 6(a)).
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Description of the Proposed Rule
According to the Exchange, proposed Rule 13.003(c) would apply to a
Member that holds shares of an equity security, with a primary listing
on the Exchange, on behalf of a beneficial owner and has not received
voting instructions from that beneficial owner as of the applicable
instruction cutoff, referred to in the proposed rule as the
``Calculation Date,'' subject to the exclusions set forth in the
proposed rule.\12\ The Exchange states that the proposed rule would
require the Covered Member (as defined below) to vote uninstructed
shares at the shareholder meeting and to allocate votes on each
proposal in the same proportion as the instructions received from
participating beneficial owners for whom the Member holds shares in the
applicable security.\13\ Specifically, proposed Rule 13.003(c) provides
that, notwithstanding Rule 13.003(b)(iii), a Member that carries an
account for the beneficial owner of an equity security of an issuer
with a primary listing on TXSE and holds such security in a name other
than the name of the beneficial owner, other than accounts for which
the Member of an affiliated person exercises voting authority in a
fiduciary, advisory, or discretionary capacity pursuant to an agreement
with the beneficial owner (``Covered Member'') shall, with respect to
any shares of such security held for a beneficial owner from whom no
voting instructions have been received as of the Calculation Date (as
defined in proposed Rule 13.003, Interpretation and Policy .02) (the
``Uninstructed Shares''), comply with the obligations described below
in connection with each shareholder meeting of such issuer.
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\12\ See id. at 35594.
\13\ See id.
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Proposed Rule 13.003(c)(1) provides that the Covered Member shall
submit a proxy designating the Uninstructed Shares as present at such
meeting, regardless of whether any matter on the ballot for such
meeting would otherwise qualify as a routine matter permitting
discretionary voting under the rules of any other national securities
exchange or association of which such Covered Member is a member.
Submission of a proxy for purposes of representation at the meeting
shall not be deemed the exercise of discretionary voting authority.
Proposed Rule 13.003(c)(2) provides that the Covered Member shall
vote the Uninstructed Shares on each proposal submitted to shareholders
at such meeting by casting votes FOR, AGAINST, and ABSTAINING, or such
other voting categories as are available for the applicable proposal,
in the same proportion as the aggregate voting instructions received by
such Covered Member from beneficial owners of shares of such issuer
held in the Covered Member's custody who have submitted voting
instructions with respect to such proposal as of the Calculation Date,
as defined below (the ``Instructed Vote Distribution''), calculated in
accordance with proposed Rule 13.003, Interpretation and Policy .02.
Proposed Rule 13.003(c)(2)(A) provides that if the Covered Member
has received no voting instructions from any beneficial owner with
respect to a particular proposal as of the Calculation Date, the
Covered Member shall vote all Uninstructed Shares as ABSTAINING on such
proposal. Proposed Rule 13.003(c)(2)(B) provides that the proposed
proportional allocation requirement shall not apply to shares held or
voted by a Covered Member in any capacity described in proposed Rule
13.003(e), including shares voted by a Covered Member acting as an
executor, administrator, guardian, trustee, or in a similar
representative or fiduciary capacity. The proposed requirement also
would not apply to shares voted by a named ERISA Plan investment
manager or by a designated investment adviser pursuant to proposed Rule
13.003(e). Such shares also would be excluded from the calculation of
the Instructed Vote Distribution.
Proposed Rule 13.003(c)(3) provides that the proportional
allocation required under proposed Rule 13.003(c)(2) constitutes a
mandatory ministerial obligation of the Covered Member. In executing
such allocation, the Covered Member exercises no judgment, preference,
or discretion as to how Uninstructed Shares are voted; the allocation
is determined solely by application of the formula prescribed by such
paragraph (c)(2) and proposed Rule 13.003, Interpretation and Policy
.02 without modification or substitution by the Covered Member. The
proportional allocation obligation under this paragraph (c) does not
constitute the giving of a proxy to vote at the Member's discretion in
violation of proposed Rule 13.003(b) or (d) or Section 6(b)(10) of the
Act.
Proposed Rule 13.003(c)(4) provides that a Covered Member shall
maintain records of the proportional allocation methodology applied
pursuant to proposed Rule 13.003(c)(2) in accordance with Exchange Act
Rule 17a-4.
The Exchange states that it proposes to retain the existing
prohibition, as set forth in proposed Rule 13.003(d), on a Member that
is not the beneficial owner of a Section 12 security granting a proxy
to vote the security in connection with director elections, executive
compensation, or any other significant matter determined by the
Commission
[[Page 57942]]
unless the beneficial owner has instructed the Member to vote the proxy
in accordance with the beneficial owner's instructions.\14\ The
Exchange also states that this prohibition would continue to apply to
securities and accounts outside the scope of proposed Rule 13.003(c),
including securities not listed on the Exchange and shares otherwise
excluded from the proposed proportional allocation requirement.\15\
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\14\ See Notice, supra note 4, at 35594. Under the proposal,
existing Rule 13.003(c) and (d) would be re-lettered as proposed
Rule 13.003(d) and (e), respectively.
\15\ See id.
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In addition, proposed Rule 13.003(d) provides that the mandatory
proportional allocation of Uninstructed Shares pursuant to proposed
Rule 13.003(c)(2) does not constitute the giving of a proxy to vote at
the Member's discretion in violation of proposed Rule 13.003(b) or (d)
or Section 6(b)(10) of the Act because the Covered Member exercises no
judgment, preference, or discretion in determining the votes cast for
such shares, which would be determined solely by the formula prescribed
by proposed Rule 13.003(c)(2) and proposed Rule 13.003, Interpretation
and Policy .02.
Proposed Rule 13.003, Interpretation and Policy .02(a) would add
the following definitions for purposes of proposed Rule 13.003,
Interpretation and Policy .02 and proposed Rule 13.003(c):
``Calculation Date'' would mean the date and time by which the Covered
Member customarily closes receipt of voting instructions from
beneficial owners in connection with a shareholder meeting of the
applicable issuer, in accordance with the Covered Member's standard
proxy processing practices as applied to meetings of other issuers
whose securities the Covered Member holds in the same capacity. The
Calculation Date shall be no later than the date the Covered Member
submits its final vote tally to the meeting tabulator. If a shareholder
meeting is adjourned and reconvened, a new Calculation Date shall apply
based on the reconvened meeting date in accordance with the same
standard practices.\16\ ``Category Percentage'' would mean, for each
available voting category on a proposal, the quotient obtained by
dividing the number of Total Instructed Shares allocated to such
category by the Total Instructed Shares.\17\ ``Covered Member'' would
have the meaning set forth in proposed Rule 13.003(c).\18\ ``Instructed
Vote Distribution'' would have the meaning set forth in proposed Rule
13.003(c)(2).\19\ ``Total Instructed Shares'' would mean, for a given
proposal, the aggregate number of shares of the applicable issuer held
in the Covered Member's custody for which voting instructions have been
received and allocated to a voting category as of the Calculation Date,
excluding shares described in proposed Rule 13.003(c)(2)(B).\20\
``Uninstructed Shares'' would have the meaning set forth in proposed
Rule 13.003(c).\21\
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\16\ See proposed Rule 13.003, Interpretation and Policy
.02(a)(1).
\17\ See proposed Rule 13.003, Interpretation and Policy
.02(a)(2).
\18\ See proposed Rule 13.003, Interpretation and Policy
.02(a)(3).
\19\ See proposed Rule 13.003, Interpretation and Policy
.02(a)(4).
\20\ See proposed Rule 13.003, Interpretation and Policy
.02(a)(5).
\21\ See proposed Rule 13.003, Interpretation and Policy
.02(a)(6).
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Proposed Rule 13.003, Interpretation and Policy .02(b) would
establish the methodology for calculating the proportional allocation
of Uninstructed Shares.\22\ The Exchange states that the calculation
would be performed separately for each proposal on the ballot. A
beneficial owner that provides voting instructions on one proposal but
not another would be included in the instructed vote distribution only
for the proposal on which instructions were received, and the shares
would be treated as Uninstructed Shares for each proposal where voting
instructions were not submitted. Any fractional allocation resulting
from the allocation formula would be rounded down to the nearest whole
share, and any remainder shares would be allocated to ABSTAINING.\23\
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\22\ For each proposal at a shareholder meeting, the Covered
Member shall determine the number of Uninstructed Shares to be voted
in each available voting category as follows: (1) Determine the
Total Instructed Shares for such proposal; (2) For each available
voting category, calculate the Category Percentage for such
category; (3) Multiply the total number of Uninstructed Shares by
the Category Percentage for each voting category to produce an
initial whole-and-fractional allocation for each category; (4) Round
down each initial allocation to the nearest whole share; and (5)
Allocate and vote any remainder shares, being the difference between
the total number of Uninstructed Shares and the sum of the rounded
allocations across all voting categories, to ABSTAINING. See
proposed Rule 13.003, Interpretation and Policy .02(b).
\23\ See Notice, supra note 4, at 35595.
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Proposed Rule 13.003, Interpretation and Policy .02(c) provides
that the Instructed Vote Distribution and Total Instructed Shares shall
be calculated separately for each proposal on the ballot. A beneficial
owner who has submitted voting instructions with respect to one or more
proposals but not all proposals shall be included in the Total
Instructed Shares for each proposal on which instructions were
received, and the shares held for such beneficial owner shall be
treated as Uninstructed Shares for each proposal on which no
instructions were received.
Proposed Rule 13.003, Interpretation and Policy .02(d) provides
that where the voting options for a proposal include WITHHOLD AUTHORITY
in lieu of, or in addition to, AGAINST, including in connection with
director elections conducted under a plurality voting standard, the
proportional allocation described in paragraph (b) of this
Interpretation and Policy shall be applied to each available voting
category in the same manner, substituting WITHHOLD AUTHORITY for
AGAINST, where applicable. Any remainder shares shall be allocated to
ABSTAINING, or to WITHHOLD AUTHORITY if ABSTAINING is not an available
voting category for such proposal.
According to the Exchange, the proposed rule reflects the
proportional voting principle that voting outcomes on matters up for a
shareholders vote at companies with securities that have their primary
listing on TXSE should be determined by the voting instructions of
participating beneficial owners, with such instructions applied
uniformly to the voting of uninstructed shares for every matter
submitted to a shareholder vote. By replacing broker discretionary
voting with a formula-driven allocation tied to instructions actually
submitted, the Exchange believes that the proposed rule eliminates the
exercise of broker discretion over shares in which the broker has no
economic interest and also eliminates the inconsistent and proposal-
dependent treatment of uninstructed shares produced by the framework
currently in place in the market, while preserving all existing
shareholder voting rights.\24\
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\24\ See id. at 35593.
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III. Proceedings To Determine Whether To Approve or Disapprove SR-TXSE-
2026-008 and Grounds for Disapproval Under Consideration
The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \25\ to determine whether the Exchange's
proposed rule change should be approved or disapproved. Institution of
proceedings is appropriate at this time in view of the legal and policy
issues raised by the proposed rule change. Institution of proceedings
does not indicate that the Commission has reached any conclusions with
respect to any of the issues involved. Rather, as described below, the
Commission seeks and
[[Page 57943]]
encourages interested persons to provide additional comment on the
proposed rule change to inform the Commission's analysis of whether to
approve or disapprove the proposed rule change.
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\25\ 15 U.S.C. 78s(b)(2)(B).
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Pursuant to Section 19(b)(2)(B) of the Act,\26\ the Commission is
providing notice of the grounds for disapproval under consideration.
The Commission is instituting proceedings to allow for additional
analysis of, and input from commenters with respect to, the proposed
rule change's consistency with the Act and, in particular, (1) Section
6(b)(5) of the Act,\27\ which requires, among other things, that the
rules of a national securities exchange be designed to prevent
fraudulent and manipulative acts and practices, to promote just and
equitable principles of trade, to remove impediments to and perfect the
mechanism of a free and open market and a national market system, and,
in general, to protect investors and the public interest; and (2)
Section 6(b)(10) of the Act,\28\ which requires that the rules of a
national securities exchange must prohibit any member that is not the
beneficial owner of a security registered under Section 12 of the Act
from granting a proxy to vote the security in connection with a
shareholder vote on the election of a member of the board of directors
of an issuer (except for a vote with respect to the uncontested
election of a member of the board of directors of any investment
company registered under the Investment Company Act of 1940), executive
compensation, or any other significant matter, as determined by the
Commission, unless the beneficial owner of the security has instructed
the member to vote the proxy in accordance with the voting instructions
of the beneficial owner.
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\26\ See id.
\27\ 15 U.S.C. 78f(b)(5).
\28\ 15 U.S.C. 78f(b)(10).
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One commenter states that it supports the proposal without
modification and that the current proxy system ``plainly is not
working,'' citing the time and expense of proxy campaigns and the
difficulties of reaching quorum.\29\ Another commenter states that the
proposal could result in more efficient and cost-effective exchange-
traded fund proxy campaigns and that it would expect a similar impact
for uncontested campaigns for closed-end funds.\30\ However, this
commenter states that the proposal's implications for contested matters
involving closed-end funds are harder to assess and that the Exchange
should clarify the scope of the rule to ensure that accounts voted by
fiduciaries or other third parties are excluded in the proportional
voting calculation.\31\ Another commenter states that it supports the
goal of proportional voting to improve quorum and retail representation
but has significant concerns about the proposal's operational
feasibility.\32\ This commenter provides several recommendations,
including requests for clarity on the proposal's interaction with NYSE
Rule 452 and FINRA Rule 2251 to avoid conflicting broker-dealer
obligations across exchanges and on the scope of the fiduciary,
advisory, and ERISA exclusions from proportional voting.\33\
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\29\ See Letter from Neil J. Hennessy, Founder, Chairman and
Chief Executive Officer, and Teresa M. Nilsen, President and Chief
Operating Officer, Hennessey Advisors, Inc., dated June 22, 2026, at
1-2.
\30\ See Letter from Paul G. Cellupica, General Counsel, and
Matt Thornton, Deputy General Counsel, Investment Company Institute,
dated July 2, 2026, at 7.
\31\ See id. at 7-8.
\32\ See Letter from Stephen Byron, Managing Director, Head of
Operations, Technology, Cyber & BCP, and Anthony Macchiarulo, Vice
President, Financial Services Operations & Assistant General
Counsel, SIFMA, dated July 13, 2026, at 1.
\33\ See id.
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Several commenters oppose the proposal.\34\ One commenter states
that the proposal may be inconsistent with corporate governance best
practices and may perpetuate distortions of proxy voting results or
result in proxy voting abuses.\35\ Another commenter states that the
proposal would circumvent majority voting requirements in cases when
few shareholders have cast votes.\36\ A third commenter states that the
proposal would weaken core investor-rights protections and distort
corporate governance votes.\37\
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\34\ See Letters from Jeff Mahoney, General Counsel, Council of
Institutional Investors, dated Aug. 13, 2026 (``CII Letter''); Liz
Gordon, Executive Director of Corporate Governance, New York State
Common Retirement Fund, dated Aug. 21, 2026 (``NY Fund Letter'');
Mark D. Levine, New York City Comptroller, dated Aug. 31, 2026
(``NYC Comptroller Letter'').
\35\ See CII Letter at 1, 2-5.
\36\ See NY Fund Letter at 1.
\37\ See NYC Comptroller Letter at 1.
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The Commission asks that commenters address the sufficiency of the
Exchange's statements in support of the proposal, which are set forth
in the Notice, in addition to any other comments they may wish to
submit about the proposed rule change. In particular, the Commission
seeks comment on whether the proposal to establish a mandatory process
for the proportional allocation and voting of Uninstructed Shares held
by Members of the Exchange on behalf of beneficial owners of TXSE-
listed equity securities is designed to be consistent with the
requirements of Section 6(b)(5) and Section 6(b)(10) of the Act.\38\
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\38\ 15 U.S.C. 78f(b)(5) and (10).
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IV. Procedure: Request for Written Comments
The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
concerns identified above, including the issues raised by commenters,
as well as any other concerns they may have with the proposal. In
particular, the Commission invites the written views of interested
persons concerning whether the proposed rule change is consistent with
Sections 6(b)(5), 6(b)(10), or any other provision of the Act, or the
rules and regulations thereunder. Although there do not appear to be
any issues relevant to approval or disapproval that would be
facilitated by an oral presentation of views, data, and arguments, the
Commission will consider, pursuant to Rule 19b-4 under the Act,\39\ any
request for an opportunity to make an oral presentation.\40\
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\39\ 17 CFR 240.19b-4.
\40\ Section 19(b)(2) of the Act, as amended by the Securities
Act Amendments of 1975, Public Law 94-29 (June 4, 1975), grants to
the Commission flexibility to determine what type of proceeding--
either oral or notice and opportunity for written comments--is
appropriate for consideration of a particular proposal by a self-
regulatory organization. See Securities Acts Amendments of 1975,
Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No. 75,
94th Cong., 1st Sess. 30 (1975).
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Interested persons are invited to submit written data, views, and
arguments regarding whether the proposed rule change should be approved
or disapproved by October 2, 2026. Any person who wishes to file a
rebuttal to any other person's submission must file that rebuttal by
October 16, 2026.
Comments may be submitted by any of the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#81f3f4ede4ace2eeecece4eff5f2c1f2e4e2afe6eef7"><span class="__cf_email__" data-cfemail="2654534a430b45494b4b434852556655434508414950">[email protected]</span></a>. Please include
file number SR-TXSE-2026-008 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-TXSE-2026-008. This file
number should be included on the subject line if email is used. To help
the
[[Page 57944]]
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="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>).
Copies of the filing will be available for inspection and copying at
the principal office of the Exchange. Do not include personal
identifiable information in submissions; you should submit only
information that you wish to make available publicly. We may redact in
part or withhold entirely from publication submitted material that is
obscene or subject to copyright protection. All submissions should
refer to file number SR-TXSE-2026-008 and should be submitted on or
before October 2, 2026. Rebuttal comments should be submitted by
October 16, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\41\
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\41\ 17 CFR 200.30-3(a)(57).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-18536 Filed 9-10-26; 8:45 am]
BILLING CODE 8011-01-P
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