Federal Register / Vol. 89, No. 200 / Wednesday, October 16, 2024 / Notices 83527 

8 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

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–NASDAQ–2024–057. 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 (https://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 website 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 

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. 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–NASDAQ–2024–057 and should be 

submitted on or before November 6, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–23801 Filed 10–15–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101295; File No. SR–NYSE– 

2024–44] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change To 

Adopt a Provision That the Exchange 

Will Not Review a Compliance Plan 

Submitted by a Listed Company That 

Is Below Compliance With a Continued 

Listing Standard if the Company Owes 

Any Unpaid Fees to the Exchange and 

Will Instead Immediately Commence 

Suspension and Delisting Procedures 

if Such Fees Are Not Paid in Full 

October 9, 2024. 

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 

September 27, 2024, 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, II, and 

III 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to adopt a 

provision that the Exchange will not 

review a compliance plan submitted by 

a listed company that is below 

compliance with a continued listing 

standard if the company owes any 

unpaid fees to the Exchange and will 

instead immediately commence 

suspension and delisting procedures if 

such fees are not paid in full by the plan 

submission deadline or at the time of 

any required periodic review of such 

plan. The text of the proposed rule 

change is set forth in Exhibit 5 attached 

hereto. The proposed rule change is 

available on the Exchange’s website 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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Section 802.02 (‘‘Evaluation and 

Follow-Up Procedures for Domestic 

Companies’’) of the NYSE Listed 

Company Manual (‘‘Manual’’) provides 

that when the Exchange identifies a 

domestic listed company as being below 

certain continued listing criteria set 

forth in Section 802.01 of the Manual 

(and not able to otherwise qualify under 

an original listing standard), the 

Exchange will notify the company of 

such noncompliance by letter and 

provide the company with an 

opportunity to provide the Exchange 

with a plan (the ‘‘Plan’’) advising the 

Exchange of definitive action the 

company has taken, or is taking, that 

would bring it into conformity with 

continued listing standards within 18 

months of receipt of the letter. 

Similarly, Section 802.03 (‘‘Continued 

Listing—Evaluation and Follow-up 

Procedures for Non-U.S. Companies’’) 

sets forth provisions under which nonU.S. listed companies can submit a Plan 

to cure noncompliance with continued 

listing standards. 

If a company submits a Plan pursuant 

to Sections 802.02 or 802.03, it must 

identify specific quarterly or semiannual milestones against which the 

Exchange will evaluate the company’s 

progress. The company has 45 days (in 

the case of a domestic company subject 

to Section 802.02) (the ‘‘Domestic Plan 

Deadline’’) or 90 days (in the case of a 

non-U.S. company subject to Section 

802.03) (the ‘‘Non-U.S. Plan Deadline’’ 

and, together with the Domestic Plan 

Deadline, the ‘‘Plan Deadline’’) from the 

receipt of a letter from the Exchange 

identifying an event of noncompliance 

to submit its Plan to the Exchange for 

review; otherwise, suspension and 

delisting procedures will commence in 

accordance with Section 804.00 of the 

Manual. The Plan must demonstrate 

how the company will return to 

compliance with the applicable 

continued listing standard by the end of 

the Plan period. All companies 

submitting a Plan must include 


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83528 Federal Register / Vol. 89, No. 200 / Wednesday, October 16, 2024 / Notices 

4The listing fees and annual fees for all categories 

of listed securities are set forth in Section 902.00 

et seq. 

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

6 15 U.S.C. 78f(b)(5). 7 15 U.S.C. 78f(b)(7). 

quarterly financial projections, details 

related to any strategic initiatives the 

company plans to complete, and market 

performance support. Exchange staff 

will evaluate the Plan, including any 

additional documentation that supports 

the Plan, and make a determination as 

to whether the company has made a 

reasonable demonstration in the Plan of 

an ability to come into conformity with 

the relevant standard(s) within 18 

months. The Exchange will make such 

determination within 45 days of receipt 

of the proposed Plan, and will promptly 

notify the company of its determination 

in writing. 

If the Exchange accepts the Plan, the 

Exchange will review the company for 

compliance with the Plan on either a 

quarterly basis (in the case of a domestic 

company) or a semi-annual basis (in the 

case of a non-U.S. company). If the 

company fails to meet the material 

aspects of the Plan or any of the 

quarterly or semi-annual milestones, the 

Exchange will review the circumstances 

and variance, and determine whether 

such variance warrants commencement 

of suspension and delisting procedures. 

Should the Exchange determine to 

proceed with suspension and delisting 

procedures in accordance with Section 

804.00, it may do so regardless of the 

company’s continued listing status at 

that time. The Exchange will deem the 

Plan period over prior to the end of the 

18 months if a company is able to 

demonstrate returning to compliance 

with the applicable continued listing 

standards, or achieves the ability to 

qualify under an original listing 

standard, for a period of two 

consecutive quarters. In any event, a 

company that does not meet continued 

listing standards at the end of the 18- 

month period, will be subject to the 

prompt initiation of suspension and 

delisting procedures in accordance with 

Section 804.00. 

The Exchange staff has to undertake a 

significant amount of work in reviewing 

and analyzing each Plan submitted by a 

noncompliant company. In addition, the 

review of quarterly or semi-annual 

updates with respect to each Plan 

requires significant additional work by 

Exchange staff. Given the significant 

work required to review and analyze 

Plans, as well as to undertake the 

required quarterly or semi-annual 

review with respect to a Plan, the 

Exchange believes it is especially 

important to ensure that companies that 

wish to have a Plan accepted or 

continued by the Exchange have paid all 

outstanding annual and listing fees (as 

set forth in the Manual in Section 

902.00 et seq.4) prior to the acceptance 

of a Plan or any required periodic 

review of such Plan. As such, the 

Exchange proposes to amend Sections 

802.02 and 802.03 of the Manual to 

provide that a listed company seeking 

acceptance of a Plan must pay all 

outstanding annual and listing fees to 

the Exchange by the Plan Deadline and 

that failure to do so will result in the 

immediate commencement of 

suspension and delisting proceedings in 

accordance with Section 804.00. 

Similarly, the Exchange proposes to 

amend Sections 802.02 and 802.03 to 

provide that a Plan will be truncated 

and immediate suspension and delisting 

procedures will commence if the listed 

company has not paid all outstanding 

annual and listing fees to the Exchange 

at the time of any quarterly or semiannual review of such Plan. 

Section 802.01D of the Manual 

provides that the Exchange may in its 

sole discretion subject a listed company 

to the procedures outlined in Sections 

802.02 and 802.03 (or commence 

immediate suspension and delisting 

procedures) if the company has 

‘‘violated’’ any of its agreements with 

the Exchange or in the event of a 

‘‘breach by the company of the terms of 

its listing agreement.’’ The Exchange 

notes that the NYSE listing agreement 

includes an agreement by the listing 

applicant to ‘‘pay when due all fees 

associated with its listing of securities 

on the Exchange, in accordance with the 

Exchange’s rules.’’ 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,5 in general, and 

furthers the objectives of Section 6(b)(5) 

of the Act 6 in particular, in that it is 

designed 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 and is 

not designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

The Exchange believes the proposed 

rule change furthers the protection of 

investors in that it will help the 

Exchange to ensure that it has sufficient 

resources to fund its regulatory 

activities relating to the review and 

approval and the ongoing monitoring of 

Plans submitted by companies that are 

below continued listing standards. 

The Exchange does not believe that 

the proposed requirement is unfairly 

discriminatory as it would only require 

listed companies to pay fees that were 

already due and payable and ensure 

payment of those fees in connection 

with a process that is resource-intensive 

and costly for the Exchange. In addition, 

the Exchange notes that Section 802.03 

provides non-U.S. companies with 90 

days from the receipt of notice of noncompliance to submit a Plan to the 

Exchange, while Section 802.02 

provides domestic companies with only 

a 45-day period to do so. In addition, 

Section 802.03 subjects non-U.S. 

companies to a semi-annual review 

during any ongoing Plan process, while 

Section 802.02 subjects domestic 

companies to a quarterly review 

process. In light of this existing 

distinction in the rules, the Exchange 

believes it is not discriminatory to give 

non-compliant non-U.S. companies a 

period to pay overdue fees in 

connection with any initial Plan 

acceptance or continuing Plan review 

that is consistent with the provisions 

applicable to non-U.S. companies set 

forth in Section 802.03 rather than the 

provisions applicable to domestic 

companies set forth in Section 802.02. 

The Exchange believes that the 

proposal is consistent with Section 

6(b)(7) of the Act,7 in that it provides a 

fair procedure for the prohibition or 

limitation by the Exchange of the 

continued listing of listed companies. 

Specifically, the Exchange believes it is 

fair to require listed companies to pay 

all outstanding listing and annual fees 

before the Exchange approves a Plan or 

required periodic review of a Plan, as 

listed companies are already required by 

Exchange rules (as set forth in Section 

902.00 et seq.) and their listing 

agreements to pay these fees when due 

and the Exchange has the authority 

under Section 802.01D to delist 

companies for violations of their 

agreements with the Exchange, 

including their listing agreements. In 

addition, the Exchange notes that the 

Plan acceptance and periodic review 

process requires significant incremental 

work on the part of Exchange staff. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 


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Federal Register / Vol. 89, No. 200 / Wednesday, October 16, 2024 / Notices 83529 

8 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The term ‘‘Market Makers’’ refers to ‘‘Lead 

Market Makers’’, ‘‘Primary Lead Market Makers’’ 

and ‘‘Registered Market Makers’’ collectively. See 

Exchange Rule 100. 

4The term ‘‘Proprietary Product’’ means a class 

of options that is listed exclusively on the 

Exchange. See Exchange Rule 100. 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange notes that the proposed 

amendments would simply require 

listed companies to pay fees to the 

Exchange that were already due and 

payable under applicable Exchange 

rules and the issuer’s listing agreement. 

Specifically, the Exchange believes it is 

fair to require listed companies to pay 

all outstanding listing and annual fees 

before the Exchange approves a Plan or 

required periodic review of a Plan, as 

listed companies are already required by 

Exchange rules (as set forth in Section 

902.00 et seq.) and their listing 

agreements to pay these fees when due 

and the Exchange has the authority 

under Section 802.01D to delist 

companies for violations of their 

agreements with the Exchange, 

including their listing agreements. In 

addition, the Exchange notes that the 

Plan acceptance and periodic review 

process requires significant incremental 

work on the part of Exchange staff. 

As the proposal would not result in 

any change in the cost of a listing on the 

Exchange, the Exchange does not 

believe that it imposes any additional 

burden on competition. 

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 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) by order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be 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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSE–2024–44 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–NYSE–2024–44. 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 (https://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 website 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 

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. 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–NYSE–2024–44 and should be 

submitted on or before November 6, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–23803 Filed 10–15–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101289; File No. SR–MIAX– 

2024–39] 

Self-Regulatory Organizations; Miami 

International Securities Exchange, 

LLC; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend Its Fee Schedule 

and Extend the SPIKES Options Market 

Maker Incentive Program 

October 9, 2024. 

Pursuant to the provisions of 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 September 27, 2024, Miami 

International Securities Exchange, LLC 

(‘‘MIAX’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

as described in Items I and II below, 

which Items have been prepared by the 

Exchange. 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 filing a proposal to 

amend the MIAX Fee Schedule (‘‘Fee 

Schedule’’) to (i) amend and extend the 

SPIKES options Market Maker Incentive 

Program (the ‘‘Incentive Program’’) until 

January 31, 2025; and (ii) remove 

waivers for certain non-transaction fees 

applicable to Market Makers 3 that trade 

solely in Proprietary Products.4

The text of the proposed rule change 

is available on the Exchange’s website at 

https://www.miaxglobal.com/markets/ 

us-options/all-options-exchanges/rulefilings, at MIAX’s principal office, 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 

Exchange 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 


lotter on DSK11XQN23PROD with NOTICES1