Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Bylaws of the Exchange

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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 69001-69003]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-22263]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106756; File No. SR-NYSENAT-2026-28]


Self-Regulatory Organizations; NYSE National, Inc.; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend the 
Bylaws of the Exchange

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 22, 2026, 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 self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the bylaws of the Exchange to (a) 
remove the requirement that the fair representation director be an ETP 
Holder or Person Associated with an ETP Holder; (b) make a conforming 
change to the title; and (c) update a cross reference. 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 the Eighth Amended and Restated By-
laws of the Exchange (the ``Bylaws'') to (a) remove the requirement 
that the fair representation director be an ETP Holder or Person 
Associated with an ETP Holder; \4\ (b) make a conforming change to the 
title; and (c) update a cross reference.
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    \4\ ``ETP Holder'' and ``Person Associated with an ETP Holder'' 
are defined in Bylaws Article I, Section 1.1 (Definitions).
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Nominating Committee
    The Exchange proposes to remove the requirement, in the first 
sentence of Article III, Section 3.4(b) (Nomination and Election), that 
the Nominating Committee \5\ publish the names of ETP Holders or 
Persons Associated with an ETP Holder as its nominee for Non-Affiliated 
Director.\6\ Rather, it would be able to name the individual of its 
choice as its nominee.
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    \5\ The Nominating Committee is appointed by the Board and is 
composed of Non-Affiliated Directors and/or ETP Holder 
Representatives. See Bylaws Article V, Section 5.7 (Nominating 
Committee).
    \6\ ``Non-Affiliated Director'' is defined in Bylaws Article 
III, Section 3.2(a) (General Composition) as an ``individual[ ] 
nominated by the ETP Holders of the Exchange''.
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    Currently, the Nominating Committee is limited to someone who is 
currently an ETP Holder or Person Associated with an ETP Holder. For 
example, the Nominating Committee cannot name someone who was until 
recently, but is not at present, a Person Associated with an ETP 
Holder. The proposed change would give the Nominating Committee more 
options: they still could name an ETP Holder or Person Associated with 
an ETP Holder Participant but could name another individual as well.
    The Exchange proposes to amend the first sentence of Article III, 
Section

[[Page 69002]]

3.4(b) so that the Nominating Committee may name individuals of its 
choice as nominees. More specifically, the Exchange proposes to make 
the following change (proposed addition underlined, proposed deletion 
in brackets):

    The Nominating Committee shall publish the name(s) of one or 
more [ETP Holders or Persons Associated with an ETP Holder (in any 
combination)]individuals as its nominee(s) for Non-Affiliated 
Directors of the Board of Directors of the Exchange.

    The proposed change would be consistent with the New York Stock 
Exchange LLC and NYSE American LLC, affiliates of the Exchange, which 
have no equivalent requirement.\7\ The Exchange notes that the proposed 
change also would be consistent with the governing documents of other 
self-regulatory organizations, such as the Nasdaq Stock Market LLC \8\ 
and CBOE BYX Exchange, Inc.\9\
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    \7\ See id., 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).
    \8\ 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'').
    \9\ See Ninth Amended and Restated Bylaws of CBOE BYX Exchange, 
Inc., Article III, Sections 3.1 and 3.2.
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Title
    The Exchange proposes to make a non-substantive technical and 
conforming change to the title of the Bylaws, to replace ``Eighth'' 
with ``Ninth.''
Cross Reference
    The Exchange proposes to make a non-substantive corrective change 
to a cross-reference in Article V, Section 5.7, from a reference to 
Section 3.5 (Chairman) to a reference to Section 3.4. Section 3.5, 
which the section currently refers to, does not address the Nominating 
Committee ``approving and submitting names of candidates for election 
to the position of Non-Affiliated Director'' unlike Section 3.4, which 
does.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act,\10\ in general, and furthers the 
objectives of Section 6(b)(1) \11\ 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,\12\ 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,\13\ 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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    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(1).
    \12\ 15 U.S.C. 78f(b)(3).
    \13\ 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 ETP Holders or Persons Associated with 
an ETP Holder. The proposed changes would allow the Exchange to ensure 
that it remains in compliance with the Exchange Act.\14\
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    \14\ 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 proposed change to Section 3.4(b) would make the Bylaws 
consistent with the New York Stock Exchange LLC and NYSE American LLC, 
affiliates of the Exchange, which have no equivalent requirement.\15\
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    \15\ See note 7, supra.
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    The proposed change to the title and cross-reference in Section 5.7 
(``Non-Substantive Changes'') are non-substantive changes that do not 
impact the governance or ownership of the Exchange. The Exchange 
believes that the proposed Non-Substantive Changes would enable the 
Exchange to continue to be so organized as to have the capacity to 
carry out the purposes of the Exchange Act and comply and enforce 
compliance with the provisions of the Exchange Act by its members and 
persons associated with its members, because making the Non-Substantive 
Changes would contribute to the orderly operation of the Exchange by 
adding clarity and transparency to the Bylaws, ensuring that market 
participants can more easily navigate, understand and comply with the 
governing documents of the Exchange. For the same reason, the Exchange 
believes that the proposed Non-Substantive Changes 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. The proposed rule changes would reduce potential 
investor or market participant 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 ensuring that the Nominating Committee has more 
options in naming its nominees and making Non-Substantive changes to 
the Bylaws.

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 \16\ and Rule 19b-4(f)(6) thereunder.\17\ 
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

[[Page 69003]]

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.\18\
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    \16\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \17\ 17 CFR 240.19b-4(f)(6).
    \18\ 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) \19\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \19\ 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#cdbfb8a1a8e0aea2a0a0a8a3b9be8dbea8aee3aaa2bb"><span class="__cf_email__" data-cfemail="7e0c0b121b531d1113131b100a0d3e0d1b1d50191108">[email&#160;protected]</span></a>. Please include 
file number SR-NYSENAT-2026-28 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-2026-28. 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-NYSENAT-2026-28 and should be submitted 
on or before November 23, 2026.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
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    \20\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-22263 Filed 10-30-26; 8:45 am]
BILLING CODE 8011-01-P


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