Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 3.2(b)(3)(C)(ii)

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<title>Federal Register, Volume 91 Issue 210 (Monday, November 2, 2026)</title>
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[Federal Register Volume 91, Number 210 (Monday, November 2, 2026)]
[Notices]
[Pages 69003-69005]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-22258]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106750; File No. SR-NYSEARCA-2026-105]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend Rule 
3.2(b)(3)(C)(ii)

October 28, 2026.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on October 15, 2026, NYSE Arca, Inc. (``NYSE Arca'' 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 self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Rule 3.2(b)(3)(C)(ii) so that the 
nominating committee may name any individuals as its nominees for the 
board of directors of the Exchange. The proposed rule change is 
available on the Exchange's website at <a href="http://www.nyse.com">www.nyse.com</a> and at the 
principal office of the Exchange.

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 Rule 3.2(b)(3)(C)(ii) (Exchange 
Committees) so that the nominating committee may name any individuals 
as its nominees for the board of directors (``Board'') of the Exchange.
    Currently, the first sentence of Rule 3.2(b)(3)(C)(ii) provides 
that the Nominating Committee \4\ shall ``publish the name of one (1) 
or more OTP Holders or Associated Persons of an OTP Firm or ETP Holder 
or Associated Persons of an ETP Holder as its nominee(s)'' \5\ for non-
affiliated directors of the Board of the Excahange.
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    \4\ The Nominating Committee is appointed by the Board of the 
Exchange and has six members, consisting of three OTP Holders or 
Associated Persons of an OTP Firm and three ETP Holders or 
Associated Persons of an ETP Holder. See Rule 3.2(b)(3)(A) and (B). 
See also Rule 1.1 (Definitions).
    \5\ Rule 3.2(b)(3)(C)(ii).
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    This limits the Nominating Committee in naming the individuals of 
its choice: it can only name someone who is currently an OTP Holder or 
Associated Person of an OTP Firm or ETP Holder or Associated Person of 
an ETP Holder. For example, if someone was until recently, but is not 
at present, an Associated Person of an OTP Firm or Associated Person of 
an ETP Holder, the Nominating Committee cannot name them as a 
candidate.
    The Exchange proposes to amend the first sentence of Rule 
3.2(b)(3)(C)(ii) so that the Nominating Committee may name individuals 
of its choice as nominees. More specifically, the Exchange proposes to 
make the following change (proposed deletion bracketed, proposed 
addition underlined):

The Nominating Committee shall publish the name of one (1) or more 
[OTP Holders or Associated Persons of an OTP Firm or ETP Holder or 
Associated Persons of an ETP Holder] individuals as its nominee(s) 
for Non-Affiliated Directors of the Board of Directors of the NYSE 
Arca, Inc.

    The proposed change would be consistent with the New York Stock

[[Page 69004]]

Exchange LLC and NYSE American LLC, affiliates of the Exchange, which 
have no equivalent requirement.\6\ The Exchange notes that the proposed 
changes also would be consistent with the governing documents of other 
self-regulatory organizations, such as the Nasdaq Stock Market LLC \7\ 
and CBOE BYX Exchange, Inc.\8\
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    \6\ See Fourteenth Amended and Restated Operating Agreement of 
the New York Stock Exchange LLC, Article II, Section 2.03 and 
Thirteenth Amended and Restated Operating Agreement of NYSE American 
LLC, Article II, Section 2.03. See also Securities Exchange Act 
Release No. 87914 (January 8, 2020), 85 FR 2191 (January 14, 2020) 
(SR-NYSE-2019-62) (Order Approving Proposed Rule Change To Amend 
Article II, Section 2.03 of the Twelfth Amended and Restated 
Operating Agreement of the Exchange To Remove the Independence 
Requirement for the Director Elected by Exchange Membership 
Organizations).
    \7\ See Bylaws of the Nasdaq Stock Market LLC, Article I (noting 
that a ``Member Representative Director may, but is not required to 
be, an officer, director, employee, or agent of a Nasdaq Member'').
    \8\ See Ninth Amended and Restated Bylaws of CBOE BYX Exchange, 
Inc., Article III, Sections 3.1 and 3.2.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act,\9\ in general, and furthers the 
objectives of Section 6(b)(1) \10\ 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 believes that the proposed rule change is consistent with 
Section 6(b)(3) of the Exchange Act,\11\ in that it would ensure a fair 
representation of its members in the selection of its directors and 
administration of its affairs. The Exchange also believes that the 
proposed rule change is consistent with Section 6(b)(5) of the Exchange 
Act,\12\ 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.
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    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(1).
    \11\ 15 U.S.C. 78f(b)(3).
    \12\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the change would enable it to be so 
organized as to have the capacity to be able to carry out the purposes 
of the Exchange Act and would ensure a fair representation of its 
members in the selection of its directors and administration of its 
affairs because it would allow the Nominating Committee to name the 
individuals of its choice as its nominees, and not be limited to 
individuals that are currently OTP Holders or Associated Persons of an 
OTP Firm or ETP Holder or Associated Persons of an ETP Holder. The 
proposed changes would allow the Exchange to ensure that it remains in 
compliance with the cited Exchange Act requirement.\13\
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    \13\ 15 U.S.C. 78f(b)(3).
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    The Exchange believes that for the same reason the rule change 
would remove impediments to and perfect the mechanism of a free and 
open market and a national market system and, in general, protect 
investors and the public interest, as it would remove the limitation, 
and therefore give the Nominating Committee more options.
    The Exchange believes these changes are non-controversial and raise 
no novel regulatory, governance, or competitive issues. The proposed 
rule change would be consistent with the New York Stock Exchange LLC 
and NYSE American LLC, affiliates of the Exchange, neither of which 
require their nominating committees to limit their nominees.\14\ The 
proposed change is intended solely to harmonize the Exchange's rules 
with an existing governance framework that has already been established 
and subject to regulatory review.
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    \14\ See note 6, supra.
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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 ensuring that the Nominating Committee has more 
options in naming its nominees.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \15\ and Rule 19b-4(f)(6) thereunder.\16\ 
Because the 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 prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.\17\
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    \15\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \16\ 17 CFR 240.19b-4(f)(6).
    \17\ 17 CFR 240.19b-4(f)(6)(iii). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    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) \18\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \18\ 15 U.S.C. 78s(b)(2)(B).
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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="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#4230372e276f212d2f2f272c3631023127216c252d34"><span class="__cf_email__" data-cfemail="4b393e272e66282426262e253f380b382e28652c243d">[email&#160;protected]</span></a>. Please include 
file number SR-NYSEARCA-2026-105 on the subject line.

Paper Comments

    <bullet> Send paper comments in triplicate to Secretary, Securities 
and Exchange

[[Page 69005]]

Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to file number SR-NYSEARCA-2026-105. 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="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-NYSEARCA-2026-105 and should be 
submitted on or before November 23, 2026.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
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    \19\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-22258 Filed 10-30-26; 8:45 am]
BILLING CODE 8011-01-P


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