9284 Federal Register / Vol. 80, No. 34 / Friday, February 20, 2015 / Notices 

1Each participant executed the proposed 

amendment. The Participants are: BATS Exchange, 

Inc., BATS–Y Exchange, Inc., Chicago Board 

Options Exchange, Incorporated, Chicago Stock 

Exchange, Inc., EDGA Exchange, Inc. (‘‘EDGA’’), 

EDGX Exchange, Inc. (‘‘EDGX’’), Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’), International 

Securities Exchange, LLC, NASDAQ OMX BX, Inc. 

(‘‘Nasdaq BX’’), NASDAQ OMX PHLX, Inc. 

(‘‘Nasdaq PSX’’), Nasdaq Stock Market LLC, 

National Stock Exchange, Inc., New York Stock 

Exchange LLC (‘‘NYSE’’), NYSE Arca, Inc. and 

NYSE MKT LLC (formerly NYSE Amex, Inc.). 

2 15 U.S.C. 78k–1. 

3 17 CFR 242.608. 

4See Securities Exchange Act Release No. 10787 

(May 10, 1974), 39 FR 1799 (declaring the CTA Plan 

effective). The CTA Plan, pursuant to which 

markets collect and disseminate last sale price 

information for non-NASDAQ listed securities, is a 

‘‘transaction reporting plan’’ under Rule 601 under 

the Act, 17 CFR 242.601, and a ‘‘national market 

system plan’’ under Rule 608 under the Act, 17 CFR 

242.608. 

5See Securities Exchange Act Release No. 73971 

(December 31, 2014), 80 FR 908 (‘‘Notice’’). 

ACTION: Notice of roundtable discussion; 

request for comment. 

SUMMARY: The Securities and Exchange 

Commission will host a roundtable to 

explore ways to improve the proxy 

voting process. The roundtable will 

focus on universal proxy ballots and 

retail participation in the proxy process. 

Roundtable panelists will discuss the 

state of contested director elections and 

whether changes should be made to the 

federal proxy rules to facilitate the use 

of universal proxy ballots by 

management and proxy contestants. In 

addition, panelists will discuss the state 

law, logistical and disclosure issues 

presented by a possible universal proxy 

ballot process. Roundtable panelists also 

will discuss strategies for increasing 

retail shareholder participation in the 

proxy process, including how 

technology might affect retail 

participation and whether the format of 

disclosure could be improved to 

increase the engagement of shareholders 

and how the mechanics of voting could 

be improved to affect retail shareholder 

participation. 

The roundtable discussion will be 

held in the multi-purpose room of the 

Securities and Exchange Commission 

headquarters at 100 F Street NE., 

Washington, DC, on February 19, 2015 

from 9:30 a.m. to approximately 1:00 

p.m. The public is invited to observe the 

roundtable discussion. Seating will be 

available on a first-come, first-serve 

basis. The roundtable discussion will 

also be available via webcast on the 

Commission’s Web site at www.sec.gov. 

DATES: The roundtable discussion will 

take place on February 19, 2015. The 

Commission will accept comments 

regarding issues addressed at the 

roundtable until March 31, 2015. 

ADDRESSES: Comments may be 

submitted by any of the following 

methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://sec.gov/rules/

other.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number 

4–681 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 4–681. This file number should 

be included on the subject line if email 

is used. To help us process and review 

your comments more efficiently, please 

only use one method. The Commission 

will post all comments on the 

Commission’s Internet Web site (http:// 

www.sec.gov/rules/other.shtml). 

Comments are also 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. All comments received will be 

posted without change; we do not edit 

personal identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. 

FOR FURTHER INFORMATION CONTACT: 

Christina Chalk, Senior Special Counsel, 

Division of Corporation Finance, at 202– 

551–3440, or Raymond Be, Special 

Counsel, Division of Corporation 

Finance, at 202–551–3500, Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549. 

By the Commission. 

Dated: February 13, 2015. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–03509 Filed 2–19–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74264; File No. SR–CTA– 

2014–04] 

Consolidated Tape Association; Order 

Approving the Nineteenth Substantive 

Amendment to the Second 

Restatement of the Consolidated Tape 

Association Plan 

February 12, 2015. 

I. Introduction 

On December 24, 2014, the 

Consolidated Tape Association (‘‘CTA’’) 

Plan participants (collectively the 

‘‘Participants’’) 1 filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) pursuant to 

Section 11A of the Securities Exchange 

Act of 1934 (‘‘Act’’),2 and Rule 608 

thereunder,3 a proposal to amend the 

Second Restatement of the CTA Plan 

(‘‘CTA Plan’’).4 The proposal represents 

the nineteenth substantive amendment 

to the CTA Plan (‘‘Nineteenth 

Amendment to the CTA Plan’’), and 

reflects changes unanimously adopted 

by the Participants. The Nineteenth 

Amendment to the CTA Plan 

(‘‘Amendment’’) would reduce the 

maximum time within which 

Participants must report trades from 90 

seconds to 10 seconds, subject to the 

Participants’ obligation to report trades 

as soon as practicable. The proposed 

Amendment was published for 

comment in the Federal Register on 

January 7, 2015.5 No comment letters 

were received in response to the Notice. 

This order approves the proposed 

Amendment to the Plan. 

II. Description of the Proposal 

Currently, Section VIII(a) 

(Responsibility of Exchange 

Participants) of the CTA Plan provides 

that each Participant will ‘‘(i) report all 

last sale prices relating to transactions 

in Eligible Securities as promptly as 

possible, (ii) establish and maintain 

collection and reporting procedures and 

facilities such as to assure that under 

normal conditions not less than 90% of 

such last sale prices will be reported 

within that period of time (not in excess 

of one and one-half minutes) after the 

time of execution as may be determined 

by CTA from time to time in light of 

experience, and (iii) designate as ‘‘late’’ 

any last sale price not collected and 

reported in accordance with the abovereferenced procedures.’’ 

The Amendment proposes to shorten 

the maximum time within which 

Participants must report trades from 90 

seconds to 10 seconds, subject to the 

Participants’ obligation to report trades 

as soon as practicable. It also proposes 

to remove the qualifier that called for 

trade reports to meet the time 

requirement not less than 90 percent of 

the time under normal conditions. 

III. Discussion 

After careful review, the Commission 

finds that the proposed Amendment to 

the Plan is consistent with the 

requirements of the Act and the rules 


TKELLEY on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 34 / Friday, February 20, 2015 / Notices 9285 

6The Commission has considered the proposed 

amendment’s impact on efficiency, competition, 

and capital formation. 15 U.S.C. 78c(f). 

7 15 U.S.C. 78k–1(a)(1). 

8 17 CFR 240.608. 

9 15 U.S.C. 78k–1(a)(1)(C)(iii). 

10The participants of the Joint Self-Regulatory 

Organization Plan Governing the Collection, 

Consolidation and Dissemination of Quotation and 

Transaction Information for Nasdaq-Listed 

Securities Traded on Exchanges on an Unlisted 

Trading Privileges Basis (‘‘Nasdaq/UTP Plan’’) also 

proposed to amend the trade reporting requirement 

under the Nasdaq/UTP Plan to require that 

transactions be reported as soon as practicable, but 

no later than 10 seconds following execution. See 

Securities Exchange Act Release No. 73970 

(December 31, 2014), 80 FR 910 (January 7, 2015) 

(File No. S7–24–89) (Notice of Filing of 

Amendment No. 34 to the Nasdaq/UTP Plan). 

11See Securities Exchange Act Release No. 69561 

(May 13, 2013), 78 FR 29190 (May 17, 2013) (File 

No. SR–FINRA–2013–013) (order approving FINRA 

rule to require FINRA members to report over-thecounter transactions in Eligible Securities to FINRA 

as soon as practicable, but no later than 10 seconds 

following execution). 

12 15 U.S.C. 78k–1. 

13 17 CFR 200.30–3(a)(27). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 73912 

(December 22, 2014), 79 FR 78540 (December 30, 

2014) (‘‘Notice’’). 

4See Nasdaq Rule 5101 and 5101–1. 

5See Nasdaq Rule 5810. 

6See Nasdaq Rule 5815. 

7See Notice, supra note 3. 

8 In approving this proposal, the Commission has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

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

9 15 U.S.C. 78f(b)(5). 

and regulations thereunder,6 and, in 

particular, Section 11A(a)(1) of the Act 7

and Rule 608 thereunder 8 in that it is 

necessary or appropriate in the public 

interest, for the protection of investors 

and the maintenance of fair and orderly 

markets, to remove impediments to, and 

perfect the mechanisms of, a national 

market system. 

The proposal is consistent with 

Section 11A(a)(1)(C)(iii) of the Act,9

which sets forth Congress’ finding that 

it is in the public interest and 

appropriate for the protection of 

investors and the maintenance of fair 

and orderly markets to assure the 

availability to brokers, dealers, and 

investors of information with respect to 

quotations and transactions in 

securities. These goals are furthered by 

the proposed changes requiring that 

Participants report trades as soon as 

practicable, but no later than 10 

seconds, following execution (or 

cancellation, as applicable) as they bring 

the trade reporting requirement more in 

line with current industry practice, as 

the markets have become more 

automated and more efficient. In 

addition, the change will make the trade 

reporting requirement consistent across 

the two transaction reporting plans for 

equity securities 10 and FINRA.11

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 11A of the Act,12 and the rules 

thereunder, that the proposed 

Amendment to the CTA Plan (File No. 

SR–CTA–2014–04) is approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–03521 Filed 2–19–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74279; File No. SR– 

NASDAQ–2014–102] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Order 

Granting Approval of Proposed Rule 

Change To Require That a Company 

Publicly Disclose the Denial of a 

Listing Application 

February 13, 2015. 

I. Introduction 

On December 11, 2014, The NASDAQ 

Stock Market LLC (‘‘Nasdaq’’ or 

‘‘Exchange’’) 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 

require companies to disclose the denial 

of an initial listing application. The 

proposed rule change was published for 

comment in the Federal Register on 

December 30, 2014.3 The Commission 

received no comments on the proposed 

rule change. This order approves the 

proposed rule change. 

II. Description of Proposed Rule Change 

In its filing, Nasdaq stated that it 

processes between 200 and 300 

applications each year from companies 

seeking to list securities on Nasdaq. 

According to the Exchange, while most 

applicants meet the listing requirements 

(or are prepared to take action to meet 

those requirements before listing) in 

some cases a company does not meet 

the requirements and is not willing, or 

able, to comply. Nasdaq may also deny 

a listing application based on public 

interest concerns even though the 

company meets all quantitative listing 

requirements.4 In either case, Nasdaq 

will inform the company of the 

outcome, and the company may 

withdraw its application before the 

application is formally denied. If the 

company does not withdraw its 

application, then the Nasdaq Listing 

Qualifications Department will issue a 

written denial to the company.5 A 

company denied listing on Nasdaq may 

appeal the denial to a Listing 

Qualifications Hearings Panel 

(‘‘Hearings Panel’’).6

According to Nasdaq, investors view 

a company’s decision to seek initial 

listing on the Exchange as a positive 

development, and companies often 

publicize their intention to apply for 

listing.7 Nasdaq believes that the public 

is therefore interested in the outcome of 

an application for initial listing. Nasdaq 

proposes to require that a company that 

receives a written determination 

denying its application for listing must, 

within four business days, make a 

public announcement in a press release 

or other Regulation FD compliant 

manner about the receipt of the 

determination and the Nasdaq Rule(s) 

upon which the determination is based. 

The company must describe each 

specific basis and concern identified by 

Nasdaq in reaching the determination. If 

the public announcement is not made 

by the company within the time allotted 

or does not include all of the required 

information, Nasdaq will make a public 

announcement with the required 

information and, if the company appeals 

the determination as set forth in Nasdaq 

Rule 5815, the Hearings Panel will 

consider the company’s failure to make 

the public announcement in considering 

whether to list the company. Nasdaq 

also proposes to clarify in Rule 5205 

that a company may withdraw its 

application for initial listing at any time. 

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange.8 In particular, the 

Commission finds that the proposed 

rule change is consistent with section 

6(b)(5) of the Act,9 which requires, 

among other things, that the rules of a 

national securities exchange be 

designed to prevent fraudulent and 

manipulative acts and practices, 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 


TKELLEY on DSK3SPTVN1PROD with NOTICES