Federal Register / Vol. 86, No. 31 / Thursday, February 18, 2021 / Notices 10149 

19 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 90563 

(December 3, 2020), 85 FR 79252 (‘‘Notice’’). 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 90962, 

86 FR 7317 (January 27, 2021). The Commission 

designated March 9, 2021, as the date by which it 

should approve, disapprove, or institute 

proceedings to determine whether to disapprove the 

proposed rule changes. 

6See Securities Exchange Act Release Nos. 88132 

(February 6, 2020), 85 FR 8053 (February 12, 2020) 

(SR–PEARL–2020–03) (Notice of Filing of a 

Proposed Rule Change to Adopt Rules Governing 

the Trading of Equity Securities); and 89563 

(August 14, 2020), 85 FR 51510 (August 20, 2020) 

(Order Approving Proposed Rule Change to 

Establish Rules Governing the Trading of Equity 

Securities). 

7See Securities Exchange Act Release No. 89730 

(September 1, 2020), 85 FR 55530 (September 8, 

2020) (SR–PEARL–2020–10) (Notice of Filing and 

Immediate Effectiveness of a Proposed Rule Change 

To Implement a Second Equity Rights Program) 

(‘‘ERP Notice’’). 

8See ERP Notice, supra note 7, 85 FR at 55530– 

31. In the ERP Notice, the Commission noted that 

MIAX PEARL would need to submit a separate 

proposed rule change to make changes to its 

corporate governance documents to accommodate 

aspects of the proposal that involve or affect the 

MIAX PEARL Board of Directors. See ERP Notice, 

supra note 7, 85 FR at 55532, n.16. 

9See ERP Notice, supra note 7, 85 FR at 55532. 

10See Article I(p) of the MIAX PEARL Amended 

and Restated By-Laws, defining ‘‘Exchange 

Member’’ as ‘‘any registered broker or dealer that 

has been admitted to membership in the national 

securities exchange operated by [MIAX PEARL].’’ 

11See Notice, supra note 3, 85 FR at 79255. The 

non-substantive changes include deletion from the 

current by-laws of provisions that specifically 

referenced past deadlines and events that have 

since occurred and deletion of the definition of the 

term ‘‘Exchange Contract’’ in Article I(m) of the 

current By-Laws because the term is not used 

therein or in the MIAX PEARL Amended and 

Restated By-Laws. 

12See Article I(n) of the MIAX PEARL Amended 

and Restated By-Laws, defining ‘‘ERP Member’’ as 

‘‘an Exchange Member who acquired Units 

pursuant to an ERP Agreement sufficient to acquire 

an ERP Director or an Observer position.’’ See also 

Article I(l) of the MIAX PEARL Amended and 

Restated By-Laws, defining ‘‘ERP Agreement’’ as 

‘‘the agreement between the Exchange’s parent 

holding company, MIH, and ERP Members dated 

September 11, 2020 pursuant to which Units were 

issued;’’ and Article I(pp) of the MIAX PEARL 

Amended and Restated By-Laws, defining ‘‘Unit’’ as 

‘‘the securities issued pursuant to the ERP 

Agreement.’’ 

13See Article I(m) of the MIAX PEARL Amended 

and Restated By-Laws, defining ‘‘ERP Director’’ as 

‘‘a MIAX PEARL Equities Industry Director who has 

been nominated by an ERP Member and appointed 

to the Board of Directors.’’ 

14See Article I(gg) of the MIAX PEARL Amended 

and Restated By-Laws, providing that ‘‘Observer’’ 

has the meaning set forth in Article II, Section 2.2 

of the [MIAX PEARL Amended and Restated] ByLaws. As described further below, an ‘‘Observer’’ is 

a person, appointed pursuant to Section 2.2 of the 

MIAX PEARL Amended and Restated By-Laws that 

‘‘may be invited to attend meetings of the Board in 

a non-voting observer capacity.’’ 

15See Article II, Section 2.2(e) of the MIAX 

PEARL Amended and Restated By-Laws. The ERP 

Member’s right to nominate a Director or appoint 

an Observer pursuant to amended Section 2.2(e) 

will be perpetual, subject to the certain conditions 

discussed below. See Notice, supra note 3, 85 FR 

at 79254. 

16See Article I(t) of the MIAX PEARL Amended 

and Restated By-Laws, defining ‘‘Industry Director’’ 

to mean ‘‘a Director who (i) is or has served in the 

prior three years as an officer, director, or employee 

of a broker or dealer, excluding an outside director 

or a director not engaged in the day-to-day 

management of a broker or dealer; (ii) is an officer, 

director (excluding an outside director), or 

employee of an entity that owns more than 10% of 

the equity of a broker or dealer, and the broker or 

dealer accounts for more than 5% of the gross 

revenues received by the consolidated entity; (iii) 

owns more than 5% of the equity securities of any 

broker or dealer, whose investments in brokers or 

dealers exceed 10% of his or her net worth, or 

whose ownership interest otherwise permits him or 

her to be engaged in the day-to-day management of 

a broker or dealer; (iv) provides professional 

services to brokers or dealers, and such services 

constitute 20% or more of the professional revenues 

received by the Director or 20% or more of the gross 

revenues received by the Director’s firm or 

partnership; (v) provides professional services to a 

director, officer, or employee of a broker, dealer, or 

corporation that owns 50% or more of the voting 

stock of a broker or dealer, and such services relate 

to the director’s, officer’s, or employee’s 

professional capacity and constitute 20% or more 

of the professional revenues received by the 

Director or member or 20% or more of the gross 

revenues received by the Director’s or member’s 

firm or partnership; or (vi) has a consulting or 

employment relationship with or provides 

professional services to the Company or any 

affiliate thereof or has had any such relationship or 

provided any such services at any time within the 

prior three years.’’ 

17See Article II, Section 2.2(g)(iii) of the MIAX 

PEARL Amended and Restated By-Laws, providing 

Continued 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–03215 Filed 2–17–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91112; File No. SR– 

PEARL–2020–30] 

Self-Regulatory Organizations; MIAX 

PEARL, LLC; Order Granting Approval 

of a Proposed Rule Change To Amend 

the Exchange’s By-Laws in Connection 

With an Equity Rights Program 

February 11, 2021. 

I. Introduction 

On November 24, 2020, MIAX 

PEARL, LLC (the ‘‘Exchange’’ or ‘‘MIAX 

PEARL’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’), 

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

Securities Exchange Act of 1934 

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

proposed rule change to amend the 

Amended and Restated By-Laws of 

MIAX PEARL (as amended, the ‘‘MIAX 

PEARL Amended and Restated ByLaws’’) to correspond with an Equity 

Rights Program recently established by 

the Exchange. The proposed rule change 

was published for comment in the 

Federal Register on December 9, 2020.3

On January 21, 2021, pursuant to 

Section 19(b)(2) of the Act,4 the 

Commission designated a longer period 

within which to either approve the 

proposed rule change, disapprove the 

proposed rule changes, or institute 

proceedings to determine whether to 

disapprove the proposed rule changes.5

The Commission received no comments 

on the proposal. This order approves the 

proposed rule change. 

II. Background and Description of the 

Proposed Rule Change 

On August 14, 2020, the Commission 

approved a proposed rule change to 

adopt rules governing the trading of 

equity securities on the Exchange and 

establish a platform for the trading of 

equity securities referred to as MIAX 

PEARL Equities.6 On August 20, 2020, 

the Exchange filed an immediately 

effective proposed rule change to 

establish an Equity Rights Program 

(‘‘ERP’’),7 pursuant to which Units 

representing the right to acquire equity 

in the Exchange’s parent holding 

company, Miami International 

Holdings, Inc. (‘‘MIH’’), were issued to 

participating Exchange Members in 

exchange for the prepayment of certain 

Exchange fees and the achievement of 

certain liquidity volume thresholds on 

MIAX PEARL Equities over a 42-month 

period.8 In that August 2020 filing to 

implement the ERP, the Exchange stated 

that ‘‘[w]hen a participating Member 

acquires a certain number of [U]nits, the 

Member can appoint one director to the 

MIAX PEARL Board [of Directors].’’ 9 In 

this filing, the Exchange proposes to 

amend its By-Laws to provide for the 

right of such Exchange Members 10

participating in the ERP to nominate or 

appoint a representative to the MIAX 

PEARL Board of Directors (‘‘PEARL 

Board’’ or ‘‘Board’’), as well as to make 

other changes, including certain nonsubstantive changes.11

Specifically, the Exchange proposes to 

amend its By-Laws to provide that an 

ERP Member 12 (either by itself or with 

its affiliates) that is not otherwise 

represented on the PEARL Board may 

have the right to nominate one ERP 

Director 13 or appoint an Observer 14 to 

the Board, as applicable.15 As proposed, 

ERP Directors will be classified as 

‘‘Industry Directors’’ 16 with attendant 

voting rights, while Observers will be 

invited to attend meetings of the Board 

in a non-voting Observer capacity.17


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that Observers will have the right to attend all 

meetings of the Board of Directors in a nonvoting 

observer capacity and, in this respect, the Exchange 

shall give such representative copies of all notices, 

minutes, consents, and other materials that it 

provides to its Directors at the same time and in the 

same manner as provided to such Directors; 

provided, however, that such representative shall 

agree to hold in confidence and trust and to act in 

a fiduciary manner with respect to all information 

so provided. See also Article X, Section 10.3 of the 

MIAX PEARL Amended and Restated By-Laws 

further providing that the Exchange reserves the 

right, however, to withhold any information and to 

exclude Observers from any meeting or portion 

thereof if access to such information or attendance 

at such meeting could adversely affect the attorneyclient privilege between the Exchange and its 

counsel or result in disclosure of trade secrets or a 

conflict of interest, and Section 10.4 of the MIAX 

PEARL Amended and Restated By-Laws, in which 

the Exchange has proposed to provide that 

Observers will be subject to the same requirements 

to maintain the confidentiality of all books and 

records of the Exchange reflecting confidential 

information pertaining to the self-regulatory 

function of the Exchange. 

18The Exchange states that MIH, as the sole 

member of MIAX PEARL, will then be obligated to 

vote for the nominated ERP Director. See Notice, 

supra note 3, 85 FR at 79254. 

19See Article II, Section 2.2(g) of the MIAX 

PEARL Amended and Restated By-Laws. 

20See Notice, supra note 3, 85 FR at 79254. See 

also note 32 and accompanying text infra. 

21See MIAX PEARL Amended and Restated ByLaws, Article I(hh), defining ‘‘Performance 

Criteria.’’ 

22See MIAX PEARL Amended and Restated ByLaws, Article I(cc), defining MIAX PEARL Equities 

as ‘‘the market of the Exchange on which equity 

securities are traded.’’ 

23See MIAX PEARL Amended and Restated ByLaws, Article I(y), defining ‘‘Measurement Period.’’ 

24See MIAX PEARL Amended and Restated ByLaws, Article II, Section 2.3(c) and (d). 

25See MIAX PEARL Amended and Restated ByLaws, Article II, Section 2.3(c) and (d). 

26See MIAX PEARL Amended and Restated ByLaws, Article II, Section 2.3(d). 

27See MIAX PEARL Amended and Restated ByLaws, Article II, Section 2.2(b)(i), and Notice, supra 

note 3, 85 FR at 79254. 

28See MIAX PEARL Amended and Restated ByLaws, Article II, Section 2.2(b)(ii), and Notice, supra 

note 3, 85 FR at 79254. 

29See Notice, supra note 3, 85 FR at 79254. 

30See MIAX PEARL Amended and Restated ByLaws, Article II, Section 2.8 and Notice, supra note 

3, 85 FR at 79254. The Exchange also proposes to 

adopt paragraph (f) under Article II, Section 2.2 to 

provide that if an ERP Director position needs to be 

added pursuant to amended Article II, Section 

2.2(e), such ERP Director shall be nominated by the 

applicable ERP Member and elected by the LLC 

Member and additional Director positions shall be 

added and filled at the same time as the election 

of the new ERP Director, as required to comply with 

the requirements set forth in Article II, Section 

2.2(a) and (b). See MIAX PEARL Amended and 

Restated By-Laws, Article II, Section 2.2(f). 

31An Observer, likewise, may not be subject to a 

statutory disqualification. See MIAX PEARL 

Amended and Restated By-Laws, Article II, Section 

2.2(g)(ii). 

32See Notice, supra note 3, 85 FR at 79253. The 

Exchange states that an ERP Member that is 

represented by a Member Representative Director 

may also have an Observer; however, an ERP 

Member that is represented by an ERP Director may 

not also have an Observer. See Notice, supra note 

3, 85 FR at 79253, n.7. 

33 15 U.S.C. 78f. 

34 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 

35 15 U.S.C. 78f(b)(3). 

The Exchange proposes to amend 

Article II, Section 2.4(a) of its By-Laws 

to provide that the Nominating 

Committee shall nominate to ERP 

Director positions only those persons 

whose names have been approved and 

submitted by the applicable ERP 

Members having the right to nominate 

such person pursuant to Article II, 

Section 2.2.18 If an ERP Member is 

otherwise able to nominate an ERP 

Director but cannot because, for 

example, the ERP Member already is 

represented on the PEARL Board, e.g., 

as a Member Representative Director,19

the ERP Member will have the right to 

appoint an Observer in lieu of such ERP 

Director nomination.20

In addition, MIAX PEARL proposes to 

specify that an ERP Member’s right to 

continued representation on the Board 

in the form of an ERP Director or 

Observer will be contingent upon the 

ERP Member meeting certain 

‘‘Performance Criteria’’ 21 (i.e., 

achievement of certain specified 

liquidity volume thresholds on MIAX 

PEARL Equities 22) over a specified 

‘‘Measurement Period.’’ 23 Thus, ERP 

Members with the right to nominate an 

ERP Director or appoint an Observer 

may lose that right if the ERP Member 

fails to meet the requisite Performance 

Criteria.24 In the event of such 

occurrence, if the ERP Member later 

satisfies the requisite Performance 

Criteria for a subsequent Measurement 

Period, the ERP Member may regain its 

right to nominate or appoint such ERP 

Member or Observer.25 Further, an ERP 

Director or Observer position will 

terminate if the nominating or 

appointing ERP Member effects a 

transfer of common stock or warrants 

that results in such ERP Member 

holding less than 25% of the aggregate 

number of shares of common stock 

issued (or issuable pursuant to Units 

acquired) pursuant to the ERP 

Agreement.26

The Exchange proposes to amend 

Article II, Section 2.2(b)(i) to provide 

that ERP Directors will be included in 

the number of Industry Directors for 

purposes of calculating the composition 

of the Board,27 and Article II, Section 

2.2(b)(ii) to provide that Member 

Representative Directors will not 

include ERP Directors.28 Accordingly, 

the Exchange states in its proposal that 

there will be no substantive changes to 

the Board’s composition, and that 

although the Board size will increase, its 

composition will remain the same.29

In addition, MIAX PEARL proposes to 

amend the By-Law provisions that 

currently provide for the removal and 

resignation of directors and the filling of 

vacancies to address ERP Directors. The 

Exchange proposes to adopt paragraph 

(c) under Article II, Section 2.8 to 

provide that if an ERP Director position 

becomes vacant for reasons other than 

failure by an ERP Member to meet its 

Performance Criteria as discussed 

above, the applicable ERP Member will 

retain the ability to nominate a person 

to fill the vacant ERP Director 

position.30 The Exchange also proposes 

to amend Article II, Section 2.9(a) to 

provide that, ERP Directors may only be 

removed for cause, which shall include, 

without limitation, such Director being 

subject to a statutory disqualification.31

Further, if at any time such ERP 

Member is otherwise able to nominate 

an ERP Director, but is unable to fill 

such position as a result of such ERP 

Member already having a representative 

on the Board, such ERP Member will 

have the right to nominate such Director 

in accordance with amended Article II, 

Section 2.2(e) upon the resignation or 

removal of such Director already serving 

on the Board.32

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Act,33 and the rules and regulations 

thereunder applicable to a national 

securities exchange.34 In particular, the 

Commission finds that the proposed 

rule change is consistent with Sections 

6(b)(1) and (3) of the Act,35 which 

requires, among other things, that the 

Exchange be organized and have the 

capacity to be able to carry out the 

purposes of the Act and to comply, and 

to enforce compliance by its Members 

and persons associated with its 

Members, with the provisions of the 

Act, the rules and regulations 

thereunder, and the rules of the 

Exchange; and assure the fair 

representation of its members in the 

selection of its directors and 

administration of its affairs, and provide 

that one or more directors shall be 

representative of issuers and investors 

and not be associated with a member of 

the Exchange, broker, or dealer. 

A. Addition of ERP Directors and 

Related Provisions 

The Commission finds that the 

Exchange’s proposal to amend the ByLaws to provide for the inclusion of ERP 

Directors on the PEARL Board, 


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36See Article II, Sections 2.2, 2.3, 2.4, 2.8, and 2.9 

of the MIAX PEARL Amended and Restated ByLaws. 

37See Securities Exchange Act Release No. 79543 

(December 13, 2016), 81 FR 92901 (December 20, 

2016) (File No. 10–277) (In the Matter of the 

Application of MIAX PEARL, LLC for Registration 

as a National Securities Exchange; Findings, 

Opinion, and Order of the Commission) (‘‘PEARL 

Approval Order’’). 

38See supra note 29 and accompanying text. 

39See supra note 16. 

40See Article I(aa) of the MIAX PEARL Amended 

and Restated By-Laws, defining ‘‘Non-Industry 

Directors’’ to mean ‘‘a Director who is (i) an 

Independent Director; or (ii) any other individual 

who would not be an Industry Director.’’ 

41See Article I(p) of the By-Laws, defining 

‘‘Independent Director’’ to mean ‘‘a Director who 

has no material relationship with the Company or 

any affiliate of the Company, or any Exchange 

Member or any affiliate of any such Exchange 

Member; provided, however, that an individual 

who otherwise qualifies as an Independent Director 

shall not be disqualified from serving in such 

capacity solely because such Director is a Director 

of the Company or its LLC Member.’’ 

42See Article II, Section 2.2(b)(i) of the MIAX 

PEARL Amended and Restated By-Laws. 

43See Article II, Section 2.2(b)(ii) of the MIAX 

PEARL Amended and Restated By-Laws. 

44See Article V, Section 5.3 of the MIAX PEARL 

Amended and Restated By-Laws. 

45 15 U.S.C. 78f(b)(3). 

46See PEARL Approval Order, supra note 37, 81 

FR at 92906. 

47See Article 2.1(d) and (e) and Section 2.20, and 

Article X, Section 10.4 of the MIAX PEARL 

Amended and Restated By-Laws. The Exchange 

represents that the ERP Directors will be subject to 

the same restrictions as current directors, including 

the provisions noted above. See Notice, supra note 

3, 85 FR at 79266. 

48 15 U.S.C. 78f(b)(1). 

49See Article II, Sections 2.2 and 2.3 of the MIAX 

PEARL Amended and Restated By-Laws. 

50See supra note 17 and accompanying text. 

51See Article II, Section 2.2(g)(iii), and Article X, 

Sections 10.3 and 10.4 of the MIAX PEARL 

Amended and Restated By-Laws; see also supra 

note 17. 

52See Notice, supra note 3, 85 FR at 79255. 

53See Article II, Section 2.2(g)(iii) of the MIAX 

PEARL Amended and Restated By-Laws; see also 

supra note 17. 

54 15 U.S.C. 78s(b)(1). 

55 Id. 

56 17 CFR 200.30–3(a)(12). 

including related amendments to add 

various definitions and provisions for 

terms of office, nomination and election, 

filling of vacancies, and removal and 

resignation, are consistent with the 

Act.36 The Commission finds that 

although the Board may become larger 

if ERP Directors are added, the 

composition previously approved by the 

Commission in connection with MIAX 

PEARL’s registration as a national 

securities exchange 37 will remain the 

same.38 ERP Directors will be Industry 

Directors,39 and the Board will continue 

to be comprised of a number of NonIndustry Directors,40 including at least 

one Independent Director,41 that equals 

or exceeds the sum of the number of 

Industry Directors and Member 

Representative Directors.42 The number 

of Member Representative Directors will 

not include ERP Directors, and shall 

continue to comprise at least 20% of the 

PEARL Board.43 Additionally, the 

process for nomination and election of 

Member Representative Directors is not 

impacted by the Exchange’s proposal.44

Accordingly, the Commission finds that 

the provisions reflecting the possible 

addition of ERP Directors to the PEARL 

Board are consistent with the Act, and 

in particular with Section 6(b)(3) of the 

Act,45 in that the Exchange’s By-Laws 

will continue to provide for the fair 

representation of members in the 

selection of directors and the 

administration of MIAX PEARL, as well 

as representation of issuers and 

investors. 

The Commission also notes that ERP 

Directors will be subject to the same 

duties and obligations as any other 

member of the PEARL Board, including 

provisions that are designed to help 

maintain the independence of the 

regulatory functions of the Exchange 

and help facilitate MIAX PEARL’s 

ability to carry out its responsibilities 

and operate in a manner consistent with 

the Act.46 For example, ERP Directors 

will be subject to By-Law provisions 

requiring the PEARL Board, in 

connection with managing the business 

and affairs of MIAX PEARL, to consider 

applicable requirements under Section 

6(b) of the Act governing conflicts of 

interest; requiring the PEARL Board, 

when evaluating any proposal, to take 

into account MIAX PEARL’s status as a 

self-regulatory organization (‘‘SRO’’); 

and protecting the confidentiality of 

information and records related to the 

Exchange’s SRO function.47 In this 

regard, the Commission finds that the 

provisions reflecting the addition of ERP 

Directors to the PEARL Board are 

consistent with the Act, and in 

particular with Section 6(b)(1), which 

requires an exchange to be so organized 

and have the capacity to carry out the 

purposes of the Act.48

B. Addition of Observer Positions and 

Related Provisions 

The Commission finds that the 

proposed amendments to the By-Laws 

that add provisions relating to the 

appointment of Observers, including 

related amendments that add various 

definitions and provisions for 

appointment and terms of office are 

consistent with the Act.49 The 

Commission also finds that the 

proposed amendments governing the 

rights and obligations of Observers are 

consistent with the Act. The 

Commission finds that although 

Observers will generally have the right 

to attend all meetings of the Board and 

receive materials provided to 

directors,50 they will have the right to 

attend those meetings only in a nonvoting capacity and must agree to hold 

such information in confidence and 

trust and to act in a fiduciary manner 

with respect to such information.51

Additionally, the Exchange represents 

that Observers will be subject to the 

same requirements as members of the 

Board to maintain the confidentiality of 

all books and records of the Exchange 

reflecting confidential information 

pertaining to the SRO function of the 

Exchange.52 The Exchange also reserves 

the right to withhold any information 

from an Observer and to exclude an 

Observer from any meeting or portion 

thereof that could, among other things, 

result in the disclosure of trade secrets 

or a conflict of interest.53 The 

Commission finds that these restrictions 

on, and obligations of, Observers are 

consistent with the Act, particularly 

Section 6(b)(1),54 in that they are 

designed to ensure that MIAX PEARL 

will remain so organized as to have the 

capacity to carry out the purposes of the 

Act. 

IV. Conclusion 

For the foregoing reasons, the 

Commission finds that the proposed 

rule changes are consistent with the Act 

and the rules and regulations 

thereunder applicable to a national 

securities exchange. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,55 that the 

proposed rule change (SR–PEARL– 

2020–30), be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.56

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–03216 Filed 2–17–21; 8:45 am] 

BILLING CODE 8011–01–P 


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