[Federal Register Volume 80, Number 3 (Tuesday, January 6, 2015)]
[Notices]
[Pages 570-572]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-30898]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-73962; File No. SR-NYSE-2014-67]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Amending the Bylaws of the Exchange's Ultimate Parent Company,
Intercontinental Exchange, Inc., To Designate Its Chief Strategic
Officer, Chief Technology Officer and General Counsel as ``Senior
Officers'' of ICE
December 30, 2014.
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 December 22, 2014, New York Stock Exchange LLC (``NYSE'' 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\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change
The Exchange proposes to amend the Bylaws (the ``ICE Bylaws'') of
the Exchange's ultimate parent company, Intercontinental Exchange, Inc.
(``ICE''), to designate its Chief Strategic Officer, Chief Technology
Officer and General
[[Page 571]]
Counsel as ``Senior Officers'' of ICE. The text of the proposed rule
change is available on the Exchange's Web site at www.nyse.com, at the
principal office of the Exchange, and at the Commission's Public
Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange seeks approval for its ultimate parent entity ICE \3\
to amend the ICE Bylaws to designate its Chief Strategic Officer, Chief
Technology Officer and General Counsel (each, a ``Designated Officer''
and together, the ``Designated Officers'') as ``Senior Officers'' of
ICE. Each Designated Officer was a Senior Officer under the ICE Bylaws
prior to the acquisition by ICE of NYSE Euronext in 2013 because each
also was a Senior Vice President. Under the ICE Bylaws, all Senior Vice
Presidents are Senior Officers. As Senior Officers, the Designated
Officers were entitled under Article X, Section 10.6 of the ICE Bylaws
to indemnification by ICE against certain actions, suits and
proceedings.
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\3\ ICE owns 100% of the equity interest in ICE Holdings, Inc.
(``ICE Holdings''), which in turn owns 100% of the equity interest
in NYSE Holdings, LLC (``NYSE Holdings''). NYSE Holdings owns 100%
of the equity interest of NYSE Group, Inc., which in turn directly
or indirectly owns 100% of the equity interest of three registered
national securities exchanges and self-regulatory organizations--the
Exchange, NYSE Arca, Inc. (``NYSE Arca'') and NYSE MKT LLC (``NYSE
MKT'').
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Upon consummation of the acquisition of NYSE Euronext, the three
titles were streamlined and the term ``Senior Vice President'' was
eliminated. Specifically, the officer whose former title was ``Senior
Vice President, Chief Strategic Officer'' is now ``Chief Strategic
Officer''; the officer whose former title was ``Senior Vice President,
Chief Technology Officer'' is now ``Chief Technology Officer''; and the
officer whose title was formerly ``Senior Vice President, General
Counsel'' is now ``General Counsel''. The proposed amendment to the ICE
Bylaws would assure that the Designated Officers continue to be
identified as ``Senior Officers'' of ICE and therefore eligible for
indemnification under Article X, Section 10.6 of the ICE Bylaws. The
proposed rule change would not extend the indemnification provisions of
the ICE Bylaws to any officers that were not historically indemnified
nor would it alter the scope of the indemnity provided.\4\
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\4\ The Exchange's affiliates NYSE Arca and NYSE MKT have also
submitted the same proposed rule filing in connection with the ICE
Bylaw amendment.
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Under the proposed amendment, Section 5.1 of the ICE Bylaws would
be amended to identify by title additional officers that the board of
directors may choose, specifically a Chief Strategic Officer, a Chief
Technology Officer and a General Counsel (the ``Designated Officers'').
Section 5.1 would also be amended to expand the definition of the term
``Senior Officer'' to include the Designated Officers and any other
officer designated a ``Senior Officer'' by the Board or the
Compensation Committee of the Board from time to time in its sole
discretion. The amendments also would provide that any employee deemed
an officer of the Corporation under Section 16 of the Exchange Act \5\
will be deemed a Senior Officer for purposes of the Bylaws.\6\
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\5\ 15 U.S.C. 78p.
\6\ A copy of the proposed amendment to the ICE Bylaws is
attached as Exhibit 5A. An extract from the resolutions adopted by
the ICE board of directors on February 28, 2014 authorizing the
proposed amendment is attached as Exhibit 5B.
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2. Statutory Basis
The Exchange believes that this filing is consistent with Section
6(b) of the Exchange Act,\7\ in general, and Section 6(b)(5) of the
Exchange Act,\8\ in particular, because the proposed rule change
summarized herein would be consistent with and facilitate a governance
and regulatory structure that 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 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. The clarification of the
right to indemnification will enhance the ability of the Designated
Officers to carry out their responsibilities as officers of ICE,
including their responsibilities under the Exchange Act.
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\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(5).
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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 designed to address any competitive issue in the U.S. or
European securities markets or have any impact on competition in those
markets; rather, the clarification of the right to indemnification will
enhance the ability of the Designated Officers to carry out their
responsibilities as such, including their responsibilities under the
Exchange Act.
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) of the Act \9\ and Rule 19b-4(f)(6) thereunder.\10\ Because
the foregoing proposed rule change does not: (i) Significantly affect
the protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative for 30
days from the date on which it was filed, or such shorter time as the
Commission may designate, it has become effective pursuant to Section
19(b)(3)(A) of the Act and Rule 19b-4(f)(6) thereunder.\11\
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\9\ 15 U.S.C. 78s(b)(3)(A).
\10\ 17 CFR 240.19b-4(f)(6).
\11\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and the text of the proposed rule change,
at least five business days prior to the date of filing of the
proposed rule change, or such shorter time as designated by the
Commission. The Commission has waived the five-day prefiling
requirement in this case.
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A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \12\ normally does not become operative for 30 days after the date
of its
[[Page 572]]
filing. However, Rule 19b-4(f)(6)(iii) \13\ permits the Commission to
designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposal
may become operative immediately upon filing. The Commission believes
that waiving the 30-day operative delay is consistent with the
protection of investors and the public interest because the
clarification of the right to indemnification may enhance the ability
of the relevant officers of ICE to carry out their responsibilities as
such, including their responsibilities under the Exchange Act, without
delay. Therefore, the Commission hereby waives the operative delay and
designates the proposed rule change operative upon filing.\14\
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\12\ 17 CFR 240.19b-4(f)(6).
\13\ 17 CFR 240.19b-4(f)(6)(iii).
\14\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within 60 days of the filing of the 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 to
determine whether the proposed rule should be approved or 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 is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-NYSE-2014-67 on the subject line.
Paper Comments
Send paper comments in triplicate to Brent J. Fields,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2014-67. 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 Web site (http://www.sec.gov/rules/sro.shtml). 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 Web site 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 such filing also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-NYSE-2014-67, and should be
submitted on or before January 27, 2015.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
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\15\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2014-30898 Filed 1-5-15; 8:45 am]
BILLING CODE 8011-01-P