11300 Federal Register / Vol. 76, No. 40 / Tuesday, March 1, 2011 / Notices 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4NYSE Arca, a Delaware corporation, is an 

indirect wholly-owned subsidiary of NYSE 

Euronext. 

5Securities Exchange Act Release No. 63792 

(January 28, 2011) (File No. SR–NYSE–2010–77). 

6 15 U.S.C. 78f(b). 

7 15 U.S.C. 78f(b)(5). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63942; File No. SR– 

NYSEARCA–2011–04] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change in Connection With the 

Proposal of NYSE Euronext To 

Eliminate the Requirement of an 80% 

Supermajority Vote To Amend or 

Repeal Section 3.1 of its Bylaws 

February 22, 2011. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on February 

11, 2011, NYSE Arca, Inc. (the 

‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is submitting this rule 

filing in connection with the proposal of 

its ultimate parent, NYSE Euronext (the 

‘‘Corporation’’),4 to amend its bylaws 

(the ‘‘Bylaws’’) to eliminate the 

requirement that the affirmative vote of 

the holders of not less than 80% of the 

votes entitled to be cast by the holders 

of the outstanding capital stock of the 

Corporation entitled to vote generally in 

the election of directors is necessary for 

the stockholders to amend or repeal 

Article III, Section 3.1 of the Bylaws. 

The proposed rule change is identical to 

a rule change filed by the New York 

Stock Exchange LLC (‘‘NYSE’’) that was 

recently approved by the Commission.5

The text of the proposed rule change is 

available at the Exchange, the 

Commission’s Public Reference Room, 

and the Exchange’s Web site at http:// 

www.nyse.com. 

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 is submitting this rule 

filing in connection with the proposal of 

the Corporation, which is the ultimate 

parent company of the Exchange, to 

amend its Bylaws to eliminate the 

requirement that the affirmative vote of 

the holders of not less than 80% of the 

votes entitled to be cast by the holders 

of the outstanding capital stock of the 

Corporation entitled to vote generally in 

the election of directors is necessary for 

the stockholders to amend or repeal 

Article III, Section 3.1 of the Bylaws 

relating to the general powers of the 

Board of Directors of the Corporation 

(‘‘Board’’). Section 3.1 also provides that 

the number of Directors on the Board 

shall be fixed and changed from time to 

time exclusively by the Board pursuant 

to a resolution adopted by two-thirds of 

the directors then in office. Elimination 

of this 80% ‘‘supermajority’’ voting 

provision as it relates to Section 3.1 will 

have the effect that only a majority of 

the same number of votes entitled to be 

cast will be required to amend or repeal 

this section of the Bylaws. 

Background 

In connection with its 2010 Annual 

Meeting, the Corporation received a 

stockholder proposal to eliminate the 

supermajority voting requirements 

necessary to amend certain provisions 

of the Corporation’s certificate of 

incorporation (‘‘Certificate’’) and Bylaws. 

Following receipt of that proposal, the 

Corporation began discussions with its 

regulators regarding the possibility of 

amending its Certificate and Bylaws to 

implement the proposal. While 

recognizing the interest of stockholders 

in simple majority voting to amend 

these basic governing documents, the 

Corporation was also cognizant of the 

fact that, at the time of the merger 

between Euronext and NYSE Group that 

created the Corporation, both European 

and U.S. regulators were concerned 

about insuring a balance of U.S. and 

European perspectives in the 

governance of the newly formed entity. 

The regulators and the respective boards 

of directors viewed the combination of 

Euronext and NYSE Group as a ‘‘merger 

of equals,’’ and balanced representation 

between American and European 

representatives on the Board was the 

primary means by which the principle 

of equality was to be implemented. The 

regulatory authorities approved 

supermajority voting to amend the 

governance provisions in the Certificate 

and Bylaws considered to be most 

important in maintaining this balance. 

Following further discussions 

between the Corporation and its 

regulators, the regulators have indicated 

that they would not oppose a change to 

a simple majority provision for certain 

of the provisions currently subject to an 

80% voting requirement, including 

Article III, Section 3.1 of the Bylaws. 

Section 3.1 reads as follows: 

‘‘General Powers. The business and 

affairs of the Corporation shall be 

managed by or under the direction of 

the Board of Directors. The number of 

directors on the Board of Directors shall 

be fixed and changed from time to time 

exclusively by the Board of Directors 

pursuant to a resolution adopted by 

two-thirds of the directors then in office. 

In addition to the powers and 

authorities expressly conferred upon 

them by these Bylaws, the Board of 

Directors may exercise all such powers 

of the Corporation and do all such 

lawful acts and things as are not by 

statute or by the Certificate of 

Incorporation or by these Bylaws 

required to be exercised or done by the 

stockholders. A director need not be a 

stockholder.’’ 

The purpose of this proposed rule 

change is to implement the decision of 

the Board to remove the 80% 

supermajority voting requirement with 

respect to the aforementioned Bylaw 

provision. 

As noted above, the proposed rule 

change is identical to a rule change filed 

by the NYSE (the ‘‘NYSE Rule Change’’) 

that was recently approved by the 

Commission. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) 6 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’), in general, and furthers the 

objectives of Section 6(b)(5) 7 in 


jlentini on DSKJ8SOYB1PROD with NOTICES
Federal Register / Vol. 76, No. 40 / Tuesday, March 1, 2011 / Notices 11301 

8 15 U.S.C. 78s(b)(3)(A)(iii). 

9 17 CFR 240.19b–4(f)(6). 

10 17 CFR 240.19b–4(f)(6). 11 17 CFR 240.19b–4(f)(6)(iii). 

12 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 17 CFR 242.200(g); 17 CFR 242.201. 

4See Securities Exchange Act Release No. 63767 

(January 25, 2011), 76 FR 5420 (January 31, 2011). 

particular 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. More specifically, the 

Exchange believes that the proposed 

rule change will permit the Corporation 

to respond to the stockholder proposal 

submitted to it while also ensuring 

ongoing regulatory comfort concerning 

balanced representation in the 

governance of the Corporation which 

will thereby contribute to perfecting the 

mechanism of a free and open market 

and a national market system, consistent 

with the protection of investors and the 

public interest. 

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 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)(iii) of the Act 8 and Rule 

19b–4(f)(6) thereunder.9 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) by its terms, 

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. 

A proposed rule change filed under 

Rule 19b–4(f)(6) 10 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b4(f)(6)(iii),11 the Commission 

may 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. 

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. 

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 e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSEARCA–2011–04 on 

the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSEARCA–2011–04. This 

file number should be included on the 

subject line if e-mail 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, on official business 

days between the hours of 10 a.m. and 

3 p.m. Copies of the 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–NYSEARCA–2011–04 and 

should be submitted on or before March 

22, 2011. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–4425 Filed 2–28–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63947; File No. SR–BYX– 

2011–002] 

Self-Regulatory Organizations; BATS 

Y–Exchange, Inc.; Order Granting 

Accelerated Approval of a Proposed 

Rule Change To Amend BYX Rules in 

Connection With the Implementation of 

Amendments to Regulation SHO 

February 23, 2011. 

I. Introduction 

On January 14, 2011, BATS Y– 

Exchange, Inc. (the ‘‘Exchange’’ or 

‘‘BYX’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’), 

pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2 a 

proposed rule change to amend BYX 

Rules 11.9, 11.13 and 11.19 to make 

certain changes consistent with the 

upcoming implementation of 

amendments to Regulation SHO.3 The 

proposed rule change was published for 

comment in the Federal Register on 

January 31, 2011.4 The Commission 

received no comments on the proposed 

rule change. This order approves the 

proposed rule change on an accelerated 

basis. 

II. Description of the Proposal 

On February 26, 2010, the 

Commission adopted amendments to 

Regulation SHO under the Act in the 


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