Federal Register / Vol. 89, No. 209 / Tuesday, October 29, 2024 / Notices 86065 

7 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

public interest. Particularly, the 

Exchange believes that, by permitting 

stockholders of Cboe to bring business 

or Stockholder Nominees before a 

special meeting, the proposed rule 

change strengthens the corporate 

governance of the Exchange’s ultimate 

parent company, which is beneficial to 

both investors and the public interest. 

Additionally, the procedural 

requirements are designed to help 

protect investors by stating clearly and 

explicitly the procedures stockholders 

must follow in order to bring business 

or Stockholder Nominees before a 

special meeting. The informational 

requirements are designed to enhance 

investor protection by helping to ensure 

among other things, that the Corporation 

and its stockholders have full and 

accurate information about nominating 

stockholders and Stockholder Nominees 

and that such stockholders and 

nominees comply with applicable laws, 

regulations and other requirements. 

The changes that the Exchange is 

proposing with regard to so-called 

‘‘advance notice bylaws’’ in light of the 

recent developments in Delaware law 

are designed to help provide additional 

clarity to stockholders wishing to bring 

business before a stockholder meeting or 

propose a Stockholder Nominee. The 

Exchange believes that this filing 

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

by simplifying the requirements and 

clarifying the information that must be 

disclosed by stockholders. This furthers 

the interests of investors and the public 

by removing potential impediments to 

raising business or proposing 

Stockholder Nominees that may 

otherwise restrict a stockholder’s ability 

to participate in the corporate 

governance of the Corporation. 

Finally, the remaining changes to 

existing provisions of the CGM Bylaws 

are clarifying in nature, and they 

enhance investor protection and the 

public interest by preventing confusion 

with respect to the operation of the 

Bylaw provisions. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Because the proposed rule change 

relates to the governance of the 

Corporation and not to the operations of 

the Exchange, the Exchange does not 

believe that the proposed rule change 

will impose any burden on competition 

not necessary or appropriate in 

furtherance of the purposes of the Act. 

The proposed rule change is not 

designed to address any competitive 

issue or have any impact on 

competition; rather, adoption of a 

stockholder special meeting provision, 

updating ‘‘advance notice bylaws,’’ and 

other bylaws updates by the Corporation 

are intended to enhance corporate 

governance and accountability to 

stockholders. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on 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 Exchange consents, the Commission 

will: 

A. by order approve or disapprove 

such 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– 

C2–2024–016 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–C2–2024–016. 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–C2–2024–016 and should be 

submitted on or before November 19, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–25059 Filed 10–28–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101417; File No. SR– 

CboeEDGX–2024–059] 

Self-Regulatory Organizations; Cboe 

EDGX Exchange, Inc.; Notice of Filing 

of a Proposed Rule Change With 

Respect to Amendments to the 

Seventh Amended and Restated 

Bylaws (the ‘‘CGM Bylaws’’) of Its 

Parent Corporation, Cboe Global 

Markets, Inc. (‘‘Cboe’’ or ‘‘Corporation’’) 

October 23, 2024. 

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 October 

11, 2024, Cboe EDGX Exchange, Inc. 

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

the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III 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. 


khammond on DSKJM1Z7X2PROD with NOTICES
86066 Federal Register / Vol. 89, No. 209 / Tuesday, October 29, 2024 / Notices 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Cboe EDGX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGX’’) is filing with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) a 

proposed rule change with respect to 

amendments to the Seventh Amended 

and Restated Bylaws (the ‘‘CGM 

Bylaws’’) of its parent corporation, Cboe 

Global Markets, Inc. (‘‘Cboe’’ or 

‘‘Corporation’’). The text of the 

proposed rule change is provided in 

Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

options/regulation/rule_filings/edgx/), 

at the Exchange’s Office of the 

Secretary, 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 

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 aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

At Cboe’s annual meeting held on 

May 16, 2024, Cboe’s stockholders 

considered two advisory proposals that 

would provide Cboe stockholders with 

the right to call a special meeting of the 

stockholders provided that a certain 

threshold percentage of stockholders 

propose to call such a meeting. The two 

proposals were submitted separately. 

One of the proposals was submitted by 

an individual stockholder (‘‘Stockholder 

Proposal’’). The other proposal was 

submitted by Cboe Management 

(‘‘Management Proposal’’). The 

Stockholder Proposal, which did not 

pass but received 45% of the votes cast, 

requested that the CGM Board take steps 

to enable stockholders having at least 

10% of Cboe’s voting power to call a 

special meeting of the stockholders. The 

Management Proposal, which passed 

with 65% of the votes cast, requested 

that the CGM Board take steps to enable 

stockholders having at least 25% of 

Cboe’s voting power to call a special 

meeting of the stockholders. 

The Nominating & Governance 

Committee of the CGM Board reviewed 

the voting results of the Stockholder 

Proposal and the Management Proposal 

and discussed the stockholder voting 

standards and rights contemplated by 

the CGM Bylaws. Following this review, 

the Nominating & Governance 

Committee recommended to the CGM 

Board, and the CGM Board approved, 

certain changes to the CGM Bylaws to 

implement the Management Proposal. 

The CGM Board also approved 

amending the CGM Bylaws to improve 

the governance processes of Cboe, to 

make certain provisions more consistent 

with Delaware General Corporation Law 

(‘‘DGCL’’), and to make clarifying and 

cleanup changes to the CGM Bylaws. 

The proposed rule change amends the 

CGM Bylaws to implement the changes 

approved by the CGM Board. 

Proposed Changes to Article 2— 

Stockholders 

Current Section 2.3 (Special Meeting) 

of the CGM Bylaws provides that only 

the Chair of the Board, the Chief 

Executive Officer or the CGM Board 

may call a special meeting of the 

stockholders. To respond to feedback 

from its stockholders, as discussed 

above, Cboe proposes to delete portions 

of this provision and add language that 

will provide Cboe stockholders with the 

right to call special stockholder 

meetings (a ‘‘Stockholder Requested 

Special Meeting’’) after following 

particular procedures. 

In defining the procedural 

requirements, Cboe’s goals are to ensure 

timely notice of a meeting request and 

to gather sufficient information about 

the proposing stockholder(s) and the 

proposed business itself. Among other 

things, this information will help ensure 

that Cboe is able to comply with its 

disclosure and other requirements 

under applicable law and that Cboe, the 

CGM Board and its stockholders are able 

to adequately assess proposed business 

submitted by stockholders. 

Additionally, Cboe notes that the 

proposed terms are common among 

public companies that have adopted a 

right for stockholders to call special 

meetings. The proposed changes to the 

CGM Bylaws to effect the stockholder 

special meeting right are set forth below. 

Revisions to Section 2.3(a) 

First, the proposed changes to Section 

2.3(a) provide that a Stockholder 

Requested Special Meeting may be 

called: (i) at any time by the CGM Board 

pursuant to a resolution adopted by the 

affirmative vote of a majority of the total 

number of CGM directors then in office; 

or (ii) by Cboe’s Corporate Secretary 

following the receipt of a written 

request in proper form for a special 

meeting (a ‘‘Special Meeting Request’’) 

by one or more stockholders. In order to 

call a special meeting, the stockholders 

must hold, in the aggregate, at least 25% 

of Cboe’s outstanding shares of common 

stock entitled to vote on matters brought 

before the special meeting (the 

‘‘Requisite Percentage’’). 

The proposed changes to Section 

2.3(a) also clarify that the Chair of the 

Board, the Chief Executive Officer or the 

President of Cboe may not individually 

call a special meeting of the 

stockholders. This change was made to 

vest authority within Cboe to call a 

special meeting in the Board. Without 

the proposed change, the Chair of the 

Board, Chief Executive Officer and the 

President could each call a special 

meeting of the stockholders without 

CGM Board approval. The proposed 

change to Section 2.3(a) simplifies this 

requirement to confirm that, within 

Cboe, only the CGM Board may call for 

a special meeting of the stockholders. 

Proposed Section 2.3(b) and Section 

2.3(c) 

Proposed Section 2.3(b) and Section 

2.3(c) set forth the procedures a 

stockholder must follow in order to 

submit a written request in proper form 

to call a Stockholder Requested Special 

Meeting. Stockholders must first submit 

a request to Cboe’s Corporate Secretary 

to define a date on which the Requisite 

Percentage will be determined (the 

‘‘Record Date’’). A stockholder must 

sign any request to set a Record Date 

and also provide a reasonably brief 

description of the purpose or purposes 

of the special meeting of the 

stockholders. A stockholder is also 

required in the request to set a Record 

Date to disclose certain information 

regarding themselves and any 

individuals or entities such stockholder 

may be associated with (a ‘‘Stockholder 

Associated Person(s)’’), as well as such 

information concerning any nominees to 

the CGM Board (‘‘Stockholder 

Nominee(s)’’) if such stockholder is so 

proposing. The information that a 

stockholder must disclose regarding 

Stockholder Associated Persons and 

Stockholder Nominees is contained in 

Section 2.11 of the CGM Bylaws and 

incorporated by reference in this 

Section 2.3(b). The information required 

to be provided in the request to set a 

Record Date provides Cboe with notice 

that a stockholder is seeking to bring 

business before the stockholders and 

assists with the logistical aspects of 


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Federal Register / Vol. 89, No. 209 / Tuesday, October 29, 2024 / Notices 86067 

3 ‘‘Advance notice bylaws’’ allow stockholder(s) 

to bring business before an annual or special 

meeting of stockholders, but set forth procedural 

requirements to help ensure that companies and 

boards have sufficient information about the 

proposal and the proposing stockholder(s), as well 

as adequate time to consider the proposal, by 

requiring the proposing stockholder(s) to give 

advance notice of the intention to bring the 

proposal before the annual or special meeting. 

determining which stockholders will be 

counted for purposes of determining 

whether the Requisite Percentage is met. 

Proposed Section 2.3(d) and Section 

2.3(e) 

Proposed Section 2.3(d) and Section 

2.3(e) include detailed information on 

the requirements for a Special Meeting 

Request to have been properly 

delivered, subject to certain carve-outs 

for stockholders who submit their 

request in response to a solicitation for 

public consent by the Corporation made 

pursuant to Section 14 of the Exchange 

Act. Specifically, a Special Meeting 

Request must: 

• be delivered within 60 days 

following the Record Date; 

• be signed by each stockholder 

making up the Requisite Percentage; 

• contain a reasonably brief 

description of the purpose of the special 

meeting; 

• include details of each stockholder 

holding the Requisite Percentage, 

including: 

Æ The stockholder’s name; 

Æ The stockholder’s address; 

Æ information concerning the 

stockholder submitting the Special 

Meeting Request and any Stockholder 

Associated Persons; 

Æ information concerning any 

Stockholder Nominees; and 

Æ documentary evidence that the 

shares included in the Requisite 

Percentage are owned by such 

stockholder; 

• include an acknowledgment that 

any reduction in the number of shares 

owned by such stockholders as of the 

date of such Special Meeting Request 

and through the meeting date will 

constitute a revocation of such Special 

Meeting Request with respect to such 

reduction; 

• relate to an item of business that is 

a proper subject for stockholder action 

under applicable law; 

• not include an item of business that 

did not appear on the request to set a 

Record Date; 

• not be delivered during the period 

commencing 90 days prior to the oneyear anniversary of the immediately 

preceding annual meeting and ending 

on the date of the next annual meeting; 

and 

• otherwise comply with applicable 

law. 

In defining the requirements for a 

Special Meeting Request, Cboe’s goal is 

to gather sufficient information about 

the stockholder seeking to request a 

special meeting and the proposed 

business for both itself and its 

stockholders and to help ensure the 

efficient use of corporate resources by 

restricting a stockholder from raising 

items that could reasonably be 

addressed at an annual meeting of the 

stockholders, as in the requirement that 

a Special Meeting Request not be 

delivered in the period commencing 90 

days prior to the one-year anniversary of 

the immediately preceding annual 

meeting. Overall, this information is 

designed to help ensure that Cboe is 

able to comply with its disclosure and 

other requirements under applicable 

law and that Cboe, the CGM Board and 

its stockholders are able to assess the 

proposed business or Stockholder 

Nominee adequately. 

Proposed Section 2.3(f) 

Proposed Section 2.3(f) provides that 

the CGM Board may cancel a special 

meeting in its discretion if the 

percentage of stock held by the 

stockholders requesting a special 

meeting falls below the Requisite 

Percentage at any point after sixty (60) 

days from the first date on which a valid 

Special Meeting Request is delivered to 

Cboe. This provides the CGM Board 

with discretion to reevaluate the Special 

Meeting Request in the event the 

Special Meeting Request is revoked by 

stockholders holding a sufficient 

percentage of the stock of the 

Corporation. 

Proposed Section 2.3(g) 

Proposed Section 2.3(g) provides that 

within ten (10) days following the date 

on which the Secretary has received 

valid Special Meeting Requests, the 

CGM Board shall fix the record date and 

meeting date, time and location for the 

Stockholder Requested Special Meeting, 

provided that the date of any such 

Stockholder Requested Special Meeting 

shall not be more than ninety (90) days 

after the date on which a valid Special 

Meeting Request is received by Cboe. 

The CGM Board may submit its own 

proposal or proposals for consideration 

at any Stockholder Requested Special 

Meeting. Ninety (90) days allows the 

Corporation reasonable time to assess 

the items proposed in the Special 

Meeting Request while also not 

imposing a potentially burdensome 

delay on the stockholders. 

Proposed Section 2.3(h) 

Proposed Section 2.3(h) provides that 

multiple Special Meeting Requests may 

be considered together if (i) each Special 

Meeting Request identifies the same or 

substantially the same purpose or 

purposes of the Stockholder Requested 

Special Meeting and the same or 

substantially the same items of business 

proposed to be brought before the 

Stockholder Requested Special Meeting, 

and (ii) such Special Meeting Requests 

have been dated and delivered to the 

Corporate Secretary within sixty (60) 

days of the delivery to the Corporate 

Secretary of the earliest dated Special 

Meeting Request relating to such item(s) 

of business. This proposed section helps 

to ensure the efficient use of corporate 

resources by preventing multiple 

stockholders from raising items that 

should reasonably be consolidated. The 

conditions under which the Corporation 

may combine multiple Special Meeting 

Requests are sufficiently limited to 

require that each unique item is 

addressed separately. 

Revisions to Section 2.9 

Section 2.9 of the CGM Bylaws 

governs proxy representation. It is 

proposed that language be added to 

clarify that any stockholder directly or 

indirectly soliciting proxies from other 

stockholders of the Corporation may use 

any proxy card color other than white, 

which shall be reserved for exclusive 

use by the CGM Board. 

Revisions to Section 2.11 

Section 2.11 of the CGM Bylaws, 

which are the ‘‘advance notice 

bylaws’’,3 requires stockholders to 

notify Cboe, during a specified period in 

advance of an annual meeting or special 

meeting called by the CGM Board, of 

their intention to nominate one or more 

persons for election to the CGM Board 

or to present a business proposal for 

consideration by the stockholders at the 

meeting and provide certain information 

regarding such request. When designing 

the proposed procedural requirements 

for stockholders to call a special 

meeting, as outlined above, Cboe 

evaluated the existing procedural 

requirements for stockholders to bring 

business before an annual meeting or to 

nominate director candidates at an 

annual meeting or special meeting. Cboe 

has determined that the advance notice 

bylaws may be enhanced to help 

achieve the core objectives of fulsome 

disclosure and accurate explanations 

from stockholders bringing business or 

potential nominees before a stockholder 

meeting. While advance notice bylaws 

are beneficial in providing a company 

and its stockholders with information 

regarding stockholders, and their 

Stockholder Associated Persons, seeking 


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86068 Federal Register / Vol. 89, No. 209 / Tuesday, October 29, 2024 / Notices 

4Kellner v. AIM ImmunoTech Inc., C.A. 2023– 

0879–LWW (Del. Ch. Jan. 5, 2024). 

to bring business or potential nominees 

before a stockholder meeting, therefore 

permitting orderly meetings and 

election contests, and assisting the 

board’s information gathering and 

disclosure functions, the Delaware 

Supreme Court in Kellner v. AIM 

ImmunoTech Inc.4 has recently 

provided some guidance on 

circumstances where such requests may 

be overbroad or request information not 

sufficiently connected to the legitimate 

information gathering function these 

provisions serve. Therefore, as further 

detailed below, Cboe has determined 

that it would be beneficial to refine 

certain of the provisions in the CGM 

Bylaws to increase the clarity of the 

requests for information from 

stockholders seeking to bring business 

before a meeting. 

First, Section 2.11(a)(iii)(C) of the 

CGM Bylaws currently defines the 

information required to be disclosed 

regarding a stockholder providing notice 

of nominations or other business, any 

Stockholder Associated Person(s) and 

any Stockholder Nominee(s). Cboe 

proposes certain amendments to this 

section to (i) clarify the information a 

stockholder is required to disclose 

relating to arrangements between the 

stockholder providing notice or any 

Stockholder Associated Person and any 

other stockholder with regard to the 

stockholder meeting and (ii) eliminate 

disclosures on performance related fees 

to which such stockholder or 

Stockholder Associated Person may be 

entitled as a result of any increase or 

decrease in the stock of Cboe, and the 

prospectus or similar document of the 

stockholder providing notice or any 

Stockholder Associated Person. Cboe 

believes that, while these provisions as 

currently written provide valuable 

information to the Corporation and its 

stockholders in assessing the proposed 

business or Stockholder Nominee, these 

requirements should be sufficiently 

specific so as not to potentially dissuade 

stockholders from bringing business 

before a stockholder meeting and should 

otherwise comply with Delaware law. 

The proposed changes narrow the 

information required to be disclosed 

such that Cboe is able to help ensure the 

objectives of the provisions are met 

without burdening stockholders with 

potentially overbroad requests for 

information. 

Section 2.11(a)(iii)(D) of the CGM 

Bylaws currently sets forth certain 

representations that must be made by a 

stockholder seeking to bring business or 

a Stockholder Nominee before a 

stockholder meeting regarding whether 

such stockholder is part of a group 

which intends to deliver or solicit 

proxies from stockholders in support of 

such proposed business. Cboe proposes 

changes to update this section in order 

to be more consistent with the universal 

proxy rules provided for in Rule 14a–19 

of the Exchange Act by explicitly stating 

that any stockholder providing notice 

that they intend to solicit proxies in 

support of a proposed nominee must do 

so in accordance with Rule 14a–19 of 

the Exchange Act. Cboe also proposes to 

clarify that the representation must 

confirm whether the stockholder 

intends or is part of a group which 

intends to engage in a solicitation 

(within the meaning of Rule 14a–1(1) of 

the Exchange Act) with respect to the 

nomination of any proposed nominee or 

proposed business to be considered at 

the meeting. 

Section 2.11(a)(iii)(F) of the CGM 

Bylaws currently requires that a 

Stockholder Nominee furnish any 

information that Cboe may determine is 

required for Cboe to determine the 

qualifications of such Stockholder 

Nominee to serve as a director of the 

Corporation. Cboe proposes to add 

language clarifying that the information 

Cboe may require must be consistent 

with the parameters set forth in Cboe’s 

Corporate Governance Guidelines or the 

CGM Board’s past practice in evaluating 

potential director nominees. 

Proposed Section 2.11(c)(ii) of the 

CGM Bylaws requires the stockholder 

providing notice to notify the Secretary 

of any inaccuracy or change in any 

information submitted pursuant to 

Section 2.11 within two (2) business 

days of becoming aware of such 

inaccuracy or change. Cboe proposes to 

modify this requirement by narrowing 

the scope of circumstances in which a 

stockholder is required to provide 

notice of any inaccuracy or change of 

information that they have previously 

provided to material inaccuracies or 

changes. 

Proposed Section 2.11(c)(iii) of the 

CGM Bylaws provides that any 

stockholder or Stockholder Associated 

Person providing notice with respect to 

any Stockholder Nominee is required to 

do so in a manner consistent with the 

requirements for universal proxy rules 

pursuant to Rule 14a–19 of the 

Exchange Act. Namely, the nomination 

of a Stockholder Nominee shall be 

disregarded if, among other things, there 

is no longer an intent to solicit proxies 

in support of a Stockholder Nominee or 

there is a failure to comply with the 

applicable requirements of Rule 14a–19. 

Upon request by the Corporation, if any 

stockholder providing notice or any 

Stockholder Associated Person provides 

notice pursuant to Rule 14a–19(b) under 

the Exchange Act, such stockholder 

providing notice shall deliver to the 

Corporate Secretary, no later than five 

(5) business days prior to the applicable 

meeting date, then reasonable evidence 

that the requirements of Rule 14a– 

19(a)(3) under the Exchange Act have 

been satisfied. 

Currently Section 2.11(c)(vi) of the 

CGM Bylaws defines ‘‘Stockholder 

Associated Person’’ to mean, among 

other things, (i) any person who is a 

member of a ‘‘group’’ (used in Rule 13d– 

5 under the Exchange Act) with, or 

otherwise acting in concert with, any 

stockholder providing notice, (ii) any 

person that is directly or indirectly 

controlled by, or under common control 

with, such stockholder or such 

Stockholder Associated Person, or (iii) 

any person directly or indirectly 

controlling any such stockholder or any 

Stockholder Associated Person. The 

proposed rule change reflects recent 

developments in Delaware law to add 

specificity to the definition and limit 

which individuals may be determined 

to be a Stockholder Associated Person 

and makes other clarifying changes. 

Specifically, the proposed rule change 

adds the qualifier that a Stockholder 

Associated Person must be known by 

the stockholder to be acting in concert 

with such stockholder, removes from 

the definition any person directly or 

indirectly controlled by, or under 

common control with such stockholder 

and replaces it with any affiliate or 

associate of such stockholder providing 

notice, and deletes the reference in the 

definition to any person directly or 

indirectly controlling any such 

stockholder or Stockholder Associated 

Person. The proposed rule change also 

adds any Stockholder Nominee to the 

definition of Stockholder Associated 

Person. 

Revisions to Other Sections of the 

Bylaws 

Cboe also proposes to make changes 

to Section 2.11 to reflect recent 

developments in Delaware law and to 

provide clarifications and prevent 

confusion. Cboe proposes to add a note 

to Section 2.11(a)(ii) that any proposed 

business for a stockholder meeting must 

be a proper matter for stockholder 

action. Cboe also proposes to amend 

Section 2.11(a)(iii)(B) to state that a 

Stockholder Nominee’s written consent 

must be included in Cboe’s proxy 

statement before they may be brought 

before a meeting. Previously, Section 

2.11(a)(iii)(B) had stated that the 

Stockholder Nominee’s written consent 

must be included in a proxy statement, 


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Federal Register / Vol. 89, No. 209 / Tuesday, October 29, 2024 / Notices 86069 

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

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

but had not specifically defined it as 

Cboe’s proxy statement. Cboe also 

proposes to amend the same section to 

state that a Stockholder Nominee will 

not enter into any commitment to vote 

in a certain manner if nominated to the 

CGM Board. Previously, this section had 

simply stated that a Stockholder 

Nominee may not enter into any 

commitment to vote in a certain manner 

with respect to certain matters at any 

company, without defining Cboe 

specifically. Cboe also proposes to 

amend the same section to require that 

a Stockholder Nominee not omit facts 

that are necessary to ensure statements 

made are not misleading in any material 

respect. Previously, the Stockholder 

Nominee’s responsibility to not omit 

facts that are necessary to ensure 

statements are not misleading was not 

subject to materiality. 

Cboe also proposes to make changes 

to Section 3.10 of the CGM Bylaws to 

provide that the Lead Director of Cboe 

may call a special meeting of the CGM 

Board. Section 3.10 currently permits, 

among other things, the Chair of the 

Board or the Chief Executive Officer to 

call a special meeting of the CGM Board. 

Revising this section to allow the Lead 

Director to call a special meeting of the 

CGM Board addresses a potential 

scenario in which the Chair of the Board 

and the Chief Executive Officer 

positions are jointly held by one 

individual and a special meeting of the 

CGM Board is not able to be called by 

individual independent directors. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the Act 

and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.5 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 6 requirements that the rules of 

an exchange be 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. 

In light of an advisory vote by the 

stockholders of Cboe, Cboe is proposing 

changes to its Bylaws to implement a 

right for stockholders to call a special 

meeting of the stockholders at a 25% 

threshold. The Exchange believes that 

this filing furthers the objectives of 

Section 6(b)(5) of the Act because the 

proposed rule change 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. Particularly, the 

Exchange believes that, by permitting 

stockholders of Cboe to bring business 

or Stockholder Nominees before a 

special meeting, the proposed rule 

change strengthens the corporate 

governance of the Exchange’s ultimate 

parent company, which is beneficial to 

both investors and the public interest. 

Additionally, the procedural 

requirements are designed to help 

protect investors by stating clearly and 

explicitly the procedures stockholders 

must follow in order to bring business 

or Stockholder Nominees before a 

special meeting. The informational 

requirements are designed to enhance 

investor protection by helping to ensure 

among other things, that the Corporation 

and its stockholders have full and 

accurate information about nominating 

stockholders and Stockholder Nominees 

and that such stockholders and 

nominees comply with applicable laws, 

regulations and other requirements. 

The changes that the Exchange is 

proposing with regard to so-called 

‘‘advance notice bylaws’’ in light of the 

recent developments in Delaware law 

are designed to help provide additional 

clarity to stockholders wishing to bring 

business before a stockholder meeting or 

propose a Stockholder Nominee. The 

Exchange believes that this filing 

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

by simplifying the requirements and 

clarifying the information that must be 

disclosed by stockholders. This furthers 

the interests of investors and the public 

by removing potential impediments to 

raising business or proposing 

Stockholder Nominees that may 

otherwise restrict a stockholder’s ability 

to participate in the corporate 

governance of the Corporation. 

Finally, the remaining changes to 

existing provisions of the CGM Bylaws 

are clarifying in nature, and they 

enhance investor protection and the 

public interest by preventing confusion 

with respect to the operation of the 

Bylaw provisions. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Because the proposed rule change 

relates to the governance of the 

Corporation and not to the operations of 

the Exchange, the Exchange does not 

believe that the proposed rule change 

will impose any burden on competition 

not necessary or appropriate in 

furtherance of the purposes of the Act. 

The proposed rule change is not 

designed to address any competitive 

issue or have any impact on 

competition; rather, adoption of a 

stockholder special meeting provision, 

updating ‘‘advance notice bylaws,’’ and 

other bylaws updates by the Corporation 

are intended to enhance corporate 

governance and accountability to 

stockholders. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on 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 Exchange consents, the Commission 

will: 

A. by order approve or disapprove 

such 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– 

CboeEDGX–2024–059 on the subject 

line. 


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86070 Federal Register / Vol. 89, No. 209 / Tuesday, October 29, 2024 / Notices 

7 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The Exchange originally filed to amend the Fee 

Schedule on October 1, 2024 (SR–NYSE–2024–62). 

SR–NYSE–2024–62 was subsequently withdrawn 

and replaced by this filing. 

4See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) 

(File No. S7–10–04) (Final Rule) (‘‘Regulation 

NMS’’). 

5See Securities Exchange Act Release No. 61358, 

75 FR 3594, 3597 (January 21, 2010) (File No. S7– 

02–10) (Concept Release on Equity Market 

Structure). 

6See Cboe U.S Equities Market Volume 

Summary, available at https://markets.cboe.com/us/ 

equities/market_share. See generally https://

www.sec.gov/fast-answers/divisionsmarketregmr

exchangesshtml.html. 

7See FINRA ATS Transparency Data, available at 

https://otctransparency.finra.org/otctransparency/

AtsIssueData. A list of alternative trading systems 

registered with the Commission is available at 

https://www.sec.gov/foia/docs/atslist.htm. 

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–CboeEDGX–2024–059. 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–CboeEDGX–2024–059 and should be 

submitted on or before November 19, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–25055 Filed 10–28–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101408; File No. SR–NYSE– 

2024–65] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend Its 

Price List 

October 23, 2024. 

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 October 

10, 2024, New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change as described 

in Items I, II, and III 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 proposes to amend its 

Price List to modify two adding tiers for 

Midpoint Passive Liquidity (‘‘MPL’’) 

Orders that add liquidity to the 

Exchange. 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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

Price List to modify two adding tiers for 

MPL Orders that add liquidity to the 

Exchange. 

The proposed changes respond to the 

current competitive environment where 

order flow providers have a choice of 

where to direct liquidity-providing 

orders by offering further incentives for 

member organizations to send 

additional displayed liquidity to the 

Exchange. 

The Exchange proposes to implement 

the fee changes effective October 10, 

2024.3

Background 

Current Market and Competitive 

Environment 

The Exchange operates in a highly 

competitive market. The Commission 

has repeatedly expressed its preference 

for competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. In Regulation NMS, the 

Commission highlighted the importance 

of market forces in determining prices 

and SRO revenues and, also, recognized 

that current regulation of the market 

system ‘‘has been remarkably successful 

in promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 4

While Regulation NMS has enhanced 

competition, it has also fostered a 

‘‘fragmented’’ market structure where 

trading in a single stock can occur 

across multiple trading centers. When 

multiple trading centers compete for 

order flow in the same stock, the 

Commission has recognized that ‘‘such 

competition can lead to the 

fragmentation of order flow in that 

stock.’’ 5 Indeed, cash equity trading is 

currently dispersed across 16 

exchanges,6 numerous alternative 

trading systems,7 and broker-dealer 

internalizers and wholesalers, all 

competing for order flow. Based on 

publicly-available information, no 


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