Federal Register / Vol. 80, No. 28 / Wednesday, February 11, 2015 / Notices 7657 

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

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b–4(f)(6)(iii). 

Section VI(B) and, if applicable, 

pursuant to Section VI(C)(3) of the Plan. 

* * * * * 

III. Operating Committee 

* * * * * 

(E) Conflicts and Recusals 

A Participant may recuse itself from 

voting on any matter under 

consideration by the Operating 

Committee if the Participant determines 

that voting on such matter raises a 

conflict of interest. Except as provided 

in Sections V(B)(2), and V(B)(3), and 

V(B)(4) of the Plan, no Participant is 

automatically recused from voting on 

any matter. 

* * * * * 

V. Selection Committee 

* * * * * 

(B) Voting 

* * * * * 

(2) No Bidding Participant shall vote 

on whether a Shortlisted Bidder will be 

permitted to revise its Bid pursuant to 

Section VI(C)(2) or Section VI(D)(1) 

below if a Bid submitted by or including 

the Participant or an Affiliate of the 

Participant is a Shortlisted Bid. 

(3) No Bidding Participant shall vote 

in the process narrowing the set of 

Shortlisted Bidders as set forth in 

Section VI(C)(3) if a Bid submitted by or 

including the Participant or an Affiliate 

of the Participant is a Shortlisted Bid. 

(4) No Bidding Participant shall vote 

in the second round set forth in Section 

VI(E)(4) below if a Bid submitted by or 

including the Participant or an Affiliate 

of the Participant is part of the second 

round. 

(5) All votes by the Selection 

Committee shall be confidential and 

non-public. All such votes will be 

tabulated by an independent third party 

approved by the Operating Committee, 

and a Participant’s individual votes will 

not be disclosed to other Participants or 

to the public. 

* * * * * 

VI. RFP Bid Evaluation and Plan 

Processor Selection 

* * * * * 

(C) Formulation of the CAT NMS Plan 

(1) The Selection Committee shall 

review the Shortlisted Bids to identify 

optimal proposed solutions for the 

consolidated audit trail and provide 

descriptions of such proposed solutions 

for inclusion in the CAT NMS Plan. 

This process may, but is not required to, 

include iterative discussions with 

Shortlisted Bidders to address any 

aspects of an optimal proposed solution 

that were not fully addressed in a 

particular Bid. 

(2) Prior to the approval of the CAT 

NMS Plan, all Shortlisted Bidders will 

be permitted to revise their Bids one or 

more times if the Selection Committee 

determines, by majority vote, that such 

revision(s) are necessary or appropriate. 

(3) Prior to approval of the CAT NMS 

Plan, and either before or after any 

revisions to Shortlisted Bids are 

accepted, the Selection Committee may 

determine, by at least a two-thirds vote, 

to narrow the number of Shortlisted 

Bids to three Bids, in accordance with 

the process in this Paragraph (C)(3). 

(a) Each Voting Senior Officer shall 

select a first, second, and third choice 

from among the Shortlisted Bids. 

(b) A weighted score shall be assigned 

to each choice as follows: 

• First—3 points. 

• Second—2 points. 

• Third—1 point. 

(c) The three Shortlisted Bids 

receiving the highest cumulative scores 

will be the new set of Shortlisted Bids. 

(d) In the event of a tie that would 

result in more than three final 

Shortlisted Bids, the votes shall be 

recounted, omitting each Voting Senior 

Officer’s third choice, in order to break 

the tie. If this recount produces a tie 

that would result in a number of final 

Shortlisted Bids larger than or equal to 

that from the initial count, the results of 

the initial count shall constitute the 

final set of Shortlisted Bids. 

(e) To the extent there are Non-SRO 

Bids that are Shortlisted Bids, the final 

Shortlisted Bids selected pursuant to 

this Section VI(C)(3) must, if possible, 

include at least one Non-SRO Bid. If 

following the vote set forth in this 

Section VI(C)(3), no Non-SRO Bid was 

selected as a final Shortlisted Bid, the 

Non-SRO Bid receiving the highest 

cumulative votes shall be retained as a 

Shortlisted Bid. 

(f) The third party tabulating votes, as 

specified in Section V(B)(5), shall 

identify to the Selection Committee the 

new set of Shortlisted Bids, but shall 

keep confidential the individual scores 

and rankings of the Shortlisted Bids 

from the process in this Paragraph 

(C)(3). 

(4) The Participants shall incorporate 

information on optimal proposed 

solutions in the CAT NMS Plan, 

including cost-benefit information as 

required by SEC Rule 613. 

[FR Doc. 2015–02840 Filed 2–10–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74211; File No. SR–BX– 

2015–008] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by NASDAQ 

OMX BX, Inc. Relating to a 

Typographical Error 

February 5, 2015. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that, on January 

29, 2015, NASDAQ OMX BX, Inc. (‘‘BX’’ 

or ‘‘Exchange’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the 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 proposes to modify the 

BX Rulebook at Options Chapter VI, 

Section 1 to correct a typographical 

error in a previous rule change. 

The Exchange requests that the 

Commission waive the 30-day operative 

delay period contained in Exchange Act 

Rule 19b–4(f)(6)(iii).3

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://nasdaqomxbx.cchwall 

street.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 

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. 


tkelley on DSK3SPTVN1PROD with NOTICES
7658 Federal Register / Vol. 80, No. 28 / Wednesday, February 11, 2015 / Notices 

4Securities Exchange Act Release No. 34–73784 

(December 8, 2014), 79 FR 73930 (December 12, 

2014) (SR–BX–2014–049). The filing attempted to 

add new subsection (e)(1) to BX Options Chapter 

VI, Section 1, a subsection that already contained 

other text. 

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

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

7 15 U.S.C. 78s(b)(3)(A). 

8 17 CFR 240.19b–4(f)(6). As required under Rule 

19b–4(f)(6)(iii), the Exchange provided the 

Commission with written notice of its intent to file 

the proposed rule change, along with a brief 

description and the text of the proposed rule 

change, at least five business days prior to the date 

of filing of the proposed rule change, or such 

shorter time as designated by the Commission. 

9For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

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

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange is proposing to modify 

the Exchange’s Rulebook at Chapter VI, 

Section 1 to correct a typographical 

error associated with the numbering in 

the Rulebook. The Exchange filed a 

proposed rule change which was 

recently approved,4 which caused 

duplicative numbering in the Rulebook. 

The purpose of this filing is 

administrative in nature; the Exchange 

solely desires to correct the numbering 

in Chapter VI, Section 1. There are no 

substantive changes being made in this 

proposed rule change. 

Specifically, the Exchange proposes to 

renumber the second (1) in Chapter IV, 

Section 1(e), related to a Directed Order, 

and continue numbering the paragraphs 

thereafter. The Exchange is also 

proposing to remove Chapter IV, 

Sections 1(e)(4) and (7) which are 

currently reserved. 

2. Statutory Basis 

The Exchange believes that its 

proposal 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 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, by 

correcting a typographical error in the 

BX Rulebook. The Exchange believes 

that correcting the error will avoid 

confusion when referring to the 

Rulebook. The proposed amendments 

are non-substantive. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change corrects a 

typographical error in the Rulebook and 

is non-substantive. This proposed rule 

change will not impact competition in 

any respect. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the proposed rule change 

does not (i) significantly affect the 

protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 7 and Rule 19b–4(f)(6) 

thereunder.8

The Exchange has asked the 

Commission to waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. The Exchange states that the 

proposal does not affect the protection 

of investors or the public interest, 

because it is designed solely to correct 

a typographical error. Similarly, the 

Exchange states that the change does not 

impact competition in any respect. The 

Exchange notes that a waiver of the 30- 

day operative delay will allow the 

correction to the Rulebook to take effect 

immediately, thereby avoiding any 

confusion when referring to the 

Rulebook. For this reason, the 

Commission believes that waiver of the 

30-day operative delay is consistent 

with the protection of investors and the 

public interest. Therefore, the 

Commission designates the proposed 

rule change to be operative upon filing.9

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or 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 (http://www.sec.gov/

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

BX–2015–008 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–BX–2015–008. 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 Web site (http://www.sec.gov/

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–BX– 

2015–008 and should be submitted on 

or before March 4, 2015. 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 28 / Wednesday, February 11, 2015 / Notices 7659 

10 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. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–02749 Filed 2–10–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74209; File No. SR– 

NYSEMKT–2015–09] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Part 8 of the NYSE MKT 

Company Guide to (i) Require the Chief 

Executive Officers of Listed 

Companies to Provide Annual 

Certification with Respect to the 

Company’s Compliance with the 

Requirements of Part 8 of the 

Company Guide, (ii) Require Listed 

Companies to Submit Annual and 

Interim Written Affirmations, and (iii) 

Make Certain Other Clarifying Changes 

February 5, 2015. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on February 

3, 2015, NYSE MKT LLC (the 

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

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II 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 amend Part 

8 of the NYSE MKT Company Guide 

(the ‘‘Company Guide’’) to (i) require the 

chief executive officers (each, a ‘‘CEO’’) 

of listed companies to provide annual 

certification with respect to the 

company’s compliance with the 

requirements of Part 8 of the Company 

Guide, (ii) require listed companies to 

submit annual and interim written 

affirmations, and (iii) make certain other 

clarifying changes. The text of the 

proposed rule change is available on the 

Exchange’s Web site 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 

NYSE MKT proposes to amend Part 8 

of the Company Guide to (i) require the 

CEOs of listed companies to provide 

annual certification with respect to the 

company’s compliance with the 

requirements of Part 8 of the Company 

Guide, (ii) require listed companies to 

submit annual and interim written 

affirmations, and (iii) make certain other 

clarifying changes. Part 8 of the 

Company Guide sets forth the 

Exchange’s requirements with respect to 

listed company corporate governance, 

including majority board independence, 

independence requirements for audit 

committee and compensation committee 

members, and that executive 

compensation and director nominations 

must be under the jurisdiction of fully 

independent compensation and 

nominating committees or be 

determined by a majority of the 

independent directors acting as a group. 

The Exchange proposes to add a new 

Section 810(a) to Part 8 of the Company 

Guide that would require each listed 

company CEO, subject to certain 

exceptions discussed below, to certify to 

the Exchange each year that he or she 

is not aware of any violation by the 

listed company of the NYSE MKT 

corporate governance listing standards 

set forth in Part 8 of the Company 

Guide, qualifying the certification to the 

extent necessary to reflect any violations 

of which the CEO is aware. A blank 

copy of the CEO certification form 

required by Section 810(a) will be 

posted on the Exchange’s Web site. 

The Exchange proposes to add a new 

Section 810(b) to Part 8 of the Company 

Guide that would require each listed 

company CEO to promptly notify the 

Exchange in writing after any executive 

officer of the listed company becomes 

aware of any noncompliance with any 

applicable provisions of Part 8. 

The Exchange proposes to add a new 

Section 810(c) to Part 8 of the Company 

Guide that would require each listed 

company to submit an executed written 

affirmation of compliance with Part 8 of 

the Company Guide annually to the 

Exchange. In addition, each listed 

company would be required to promptly 

submit an interim written affirmation 

after becoming aware of any 

noncompliance with Part 8 of the 

Company Guide or in the event of any 

change in the composition of its board 

of directors or the audit, compensation 

or nominating committees thereof. If the 

interim written affirmation relates to 

noncompliance with Part 8 of the 

Company Guide and is being submitted 

to the Exchange to satisfy the notice 

requirement of Section 810(b), it must 

be signed by the company’s CEO. Blank 

copies of the affirmation forms required 

by Section 810(c) will be posted on the 

Exchange’s Web site. 

The Exchange believes that the 

proposed additions to Part 8 of the 

Company Guide will focus the CEO and 

senior management of listed companies 

on compliance with the Exchange’s 

corporate governance requirements. 

Commentary to the proposed Section 

810(a) would include a statement to this 

effect. The Exchange notes that 

proposed Section 810 is comparable to 

Section 303A.12 of the NYSE Listed 

Company Manual and that part of the 

rationale for adopting proposed Section 

810 is to harmonize NYSE MKT’s 

requirements more closely with those of 

the NYSE, as the two exchanges are 

under common ownership and 

regulated by the same staff in NYSE 

Regulation. 

With certain exceptions noted below, 

Part 8 of the Company Guide is 

generally not applicable to asset-backed 

issuers and other passive business 

organizations (such as royalty trusts) or 

to derivatives and special purpose 

securities listed pursuant to Exchange 

Rules 1000, and 1200 and Sections 106, 

107 and 118B as well as to issuers that 

only have debt or preferred stock listed 

on the Exchange. However, to the extent 

Rule 10A–3 under the Act requires such 

issuers to comply with Section 803 of 

the Company Guide, the Exchange 

proposes to amend Sections 801(c) and 

801(g) to clarify that such issuers must 

also comply with new Sections 810(b) 

and 810(c). Because such issuers need 

only comply with Section 803 to the 

extent required by Rule 10A–3 under 

the Act, the Exchange will be able to 

obtain all relevant information to 


tkelley on DSK3SPTVN1PROD with NOTICES