[Federal Register Volume 80, Number 12 (Tuesday, January 20, 2015)]
[Notices]
[Pages 2760-2762]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-00701]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-74042; File No. SR-OCC-2015-01]
Self-Regulatory Organizations; The Options Clearing Corporation;
Notice of Filing of Proposed Rule Change Concerning the Date of the
Annual Meeting of The Options Clearing Corporation's Stockholders
January 13, 2015.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that, on January 7, 2015, The Options Clearing Corporation (``OCC'')
filed with the Securities and Exchange Commission (``Commission'') the
proposed rule change described in I Items I, II and III below, which
Items have been prepared by OCC. OCC filed the proposed rule change
pursuant to Section 19(b)(3)(A) \3\ of the Act and Rule 19b-4(f)(3) \4\
[[Page 2761]]
thereunder, so that the proposal was effective upon filing with the
Commission. The Commission is publishing this notice to solicit
comments on the rule change from interested parties.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A).
\4\ 17 CFR 240.19b-4(f)(3).
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I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change
This proposed rule change would provide OCC with flexibility with
respect to setting the date for the annual meeting of OCC's
stockholders.
II. Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
In its filing with the Commission, OCC 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. OCC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of these
statements.
(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
1. Purpose
The purpose of this proposed rule change is to provide OCC with
administrative flexibility with respect to setting the date of the
annual meeting of OCC's stockholders. As background, a corporation
incorporated under the laws of the State of Delaware, such as OCC, must
hold an annual meeting of its stockholders.\5\ Currently, Article II,
Section 1 of OCC's By-Laws provides that the date of the annual meeting
of OCC's stockholders shall be the fourth Tuesday in April of each
year. OCC desires to adopt a less prescriptive definition of when the
annual meeting of stockholders shall occur (consistent with the laws of
the State of Delaware) to, for example, permit the meeting to coincide
with a meeting of its Board of Directors. OCC therefore is proposing to
amend Article II, Section 1 of its By-Laws to provide that the annual
meeting of OCC's stockholders shall be a date no later than April 30th
of each year as determined by OCC's Board of Directors. OCC believes
that by providing it with the administrative flexibility to hold the
annual meeting of its stockholders on a date before April 30th of each
year, OCC will be able to function in a more efficient manner by, for
example, scheduling the annual meeting of stockholders to coincide with
a meeting of OCC's Board of Directors so that, for those directors
first elected at such annual meeting of stockholders, they may
participate at such meeting of the Board of Directors. The proposed
rule change will not affect clearing members, or other users of OCC's
services.
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\5\ 8 Del. C. 1953, Sec. 211.
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2. Statutory Basis
OCC believes that the proposed rule change is consistent with
Section 17A(b)(3)(C) of the Securities Exchange Act of 1934, as amended
(the ``Act''),\6\ since the proposed rule change is ministerial in
nature and does not affect the fair representation of its stockholders
in the administration of OCC's affairs, nor does it affect the ability
of OCC's clearing members to participate in the selection of OCC's
Board of Directors, since OCC is not proposing to change the provisions
of Article III, Section 5 of its By-Laws, which provides the means by
which clearing members may participate in the selection of OCC's Board
of Directors. In addition, OCC believes that the proposed rule change
is consistent with Section 17A(b)(3)(F) of the Act \7\ because it is
designed to protect investors and the public interest. By permitting
the annual meeting of OCC's stockholders to be held on an earlier date,
any newly elected directors would be able to participate in the first
meeting of OCC's Board of Directors thereby better ensuring that the
persons sitting on OCC's Board of Directors are most suited to serve
OCC in a given year, which, in turn, provides for better protection of
investors and is in the public interest. The proposed rule change is
not inconsistent with the existing By-Laws or Rules of OCC, including
any By-Laws proposed to be amended.
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\6\ 15 U.S.C. 78q-1(b)(3)(C).
\7\ 15 U.S.C. 78q-1(b)(3)(F).
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(B) Clearing Agency's Statement on Burden on Competition
OCC does not believe that the proposed rule change would impose any
burden on competition.\8\ Changes to the rules of a clearing agency may
have an impact on the participants in a clearing agency and the markets
that the clearing agency serves. This proposed rule change affects OCC
in that it amends the By-Law prescribing the date on which the annual
meeting of OCC's stockholders shall occur. The proposed modifications
would not unfairly inhibit access to OCC's services or disadvantage or
favor any particular user in relationship to another user because they
relate to the administration of OCC and would not impose any burden on
clearing members or other OCC participants.
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\8\ 15 U.S.C. 78q-1(b)(3)(I).
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For the foregoing reasons, OCC believes that the proposed rule
change is in the public interest, would be consistent with the
requirements of the Act applicable to clearing agencies and would not
impose a burden on competition.
(C) Clearing Agency's Statement on Comments on the Proposed Rule Change
Received From Members, Participants or Others
Written comments on the proposed rule change were not and are not
intended to be solicited with respect to the proposed rule change and
none have been received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Act and paragraph (f) of Rule 19b-4 thereunder. 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.
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-OCC-2015-01 on the subject line.
Paper Comments
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-OCC-2015-01. 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 of submission. The Commission will post all
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml).
[[Page 2762]]
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 Section, 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 OCC and on OCC's
Web site at http://www.theocc.com/components/docs/legal/rules_and_bylaws/sr_occ_15_01.pdf. 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-OCC-2015-01 and should be submitted on or before
February 10, 2015.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
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\9\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-00701 Filed 1-16-15; 8:45 am]
BILLING CODE 8011-01-P