Federal Register / Vol. 80, No. 34 / Friday, February 20, 2015 / Notices 9283 

1The Plan Participants (collectively, 

‘‘Participants’’) are the: BATS Exchange, Inc. 

(‘‘BATS’’); BATS Y-Exchange, Inc.(‘‘BATS Y’’); 

Chicago Board Options Exchange, Incorporated 

(‘‘CBOE’’); Chicago Stock Exchange, Inc. (‘‘CHX’’); 

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

Inc.(‘‘EDGX’’); Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’); International Securities 

Exchange LLC (‘‘ISE’’); NASDAQ OMX BX, Inc. 

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

Nasdaq Stock Market LLC (‘‘Nasdaq’’); National 

Stock Exchange, Inc. (‘‘NSX’’); New York Stock 

Exchange LLC (‘‘NYSE’’); NYSE MKT, LLC; and 

NYSE Arca, Inc. (‘‘NYSE Arca’’). 

2 15 U.S.C. 78k–1. 

3 17 CFR 240.608. 

4The Plan governs the collection, processing, and 

dissemination on a consolidated basis of quotation 

information and transaction reports in Eligible 

Securities for each of its Participants. This 

consolidated information informs investors of the 

current quotation and recent trade prices of Nasdaq 

securities. It enables investors to ascertain from one 

data source the current prices in all the markets 

trading Nasdaq securities. The Plan serves as the 

required transaction reporting plan for its 

Participants, which is a prerequisite for their 

trading Eligible Securities. See Securities Exchange 

Act Release No. 55647 (April 19, 2007) 72 FR 20891 

(April 26, 2007). 

5See Securities Exchange Act Release No. 73970 

(December 31, 2014), 80 FR 910 (‘‘Notice’’). 

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 Consolidated Tape 

Association (‘‘CTA’’) Plan also proposed to amend 

the trade reporting requirement under the CTA 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. 

73971 (December 31, 2014), 80 FR 908 (January 7, 

2015) (Notice of Filing of SR–CTA–2014–04). 

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-the 

counter 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 240.608. 

14 17 CFR 200.30–3(a)(27). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74265; File No. S7–24–89] 

Joint Industry Plan; Order Approving 

Amendment No. 34 to the Joint SelfRegulatory 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 Submitted by the 

BATS Exchange, Inc., BATS YExchange, Inc., Chicago Board 

Options Exchange, Incorporated, 

Chicago Stock Exchange, Inc., EDGA 

Exchange, Inc., EDGX Exchange, Inc., 

Financial Industry Regulatory 

Authority, Inc., International Securities 

Exchange LLC, NASDAQ OMX BX, Inc., 

NASDAQ OMX PHLX, Inc., Nasdaq 

Stock Market LLC, National Stock 

Exchange, Inc., New York Stock 

Exchange LLC, NYSE MKT, LLC, and 

NYSE Arca, Inc. 

February 12, 2015. 

I. Introduction 

On December 24, 2014, the operating 

committee (‘‘Operating Committee’’ or 

‘‘Committee’’) 1 of the Joint SelfRegulatory Organization Plan Governing 

the Collection, Consolidation, and 

Dissemination of Quotation and 

Transaction Information for NasdaqListed Securities Traded on Exchanges 

on an Unlisted Trading Privileges Basis 

(‘‘Nasdaq/UTP Plan’’ or ‘‘Plan’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) pursuant 

to Section 11A of the Securities 

Exchange Act of 1934 (‘‘Act’’),2 and 

Rule 608 3 thereunder, a proposal to 

amend the Nasdaq/UTP Plan 4 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. 

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 proposal. 

II. Description of the Proposal 

Currently, Section VIII(B) 

(Transaction Reports) of the Nasdaq/

UTP Plan provides that ‘‘Each 

Participant shall, during the time it is 

open for trading, be responsible 

promptly to collect and transmit to the 

Processor Transaction Reports in 

Eligible Securities executed in its 

Market by means prescribed herein. . . . 

All such Transaction Reports shall be 

transmitted to the Processor within 90 

seconds after the time of execution of 

the transaction. Transaction Reports 

transmitted beyond the 90-second 

period shall be designated as ‘‘late’’ by 

the appropriate code or message.’’ 

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 would now 

require the Participants to ‘‘transmit all 

Transaction Reports as soon as 

practicable, but not later than 10 

seconds, after the time of execution.’’ 

The amendment would also require 

each Participant to establish and 

maintain collection and reporting 

procedures and facilities reasonably 

designed to comply with the reporting 

requirement. This would harmonize the 

UTP Plan with the amended transaction 

reporting requirement under the CTA 

Plan. 

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 

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 amendment 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 Rule 608 

thereunder,13 that the proposed 

amendment to Nasdaq/UTP Plan (File 

No. S7–24–89) is approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–03522 Filed 2–19–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74277; File No. 4–681] 

Proxy Voting Roundtable 

AGENCY: Securities and Exchange 

Commission. 


TKELLEY on DSK3SPTVN1PROD with NOTICES
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