96696 Federal Register / Vol. 89, No. 234 / Thursday, December 5, 2024 / Notices 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release Nos. 101415 

(October 23, 2024), 89 FR 86019 (SR–CBOE–2024– 

041) (‘‘CBOE Notice’’), 101421 (October 23, 2024), 

89 FR 86016 (SR–C2–2024–016) (‘‘C2 Notice’’), 

101420 (October 23, 2024), 89 FR 85999 (SR– 

CboeBYX–2024–034) (‘‘CboeBYX Notice’’), 101419 

(October 23, 2024), 89 FR 86051 (SR–CboeBZX– 

2024–087) (‘‘CboeBZX Notice’’), 101416 (October 

23, 2024), 89 FR 86046 (SR–CboeEDGA–2024–037) 

(‘‘CboeEDGA Notice’’); 101417 (October 23, 2024), 

89 FR 86065 (SR–CboeEDGX–2024–059) 

(‘‘CboeEDGX Notice,’’ and, collectively, ‘‘Notices’’). 

4 Id. 

5 Id. 

6See, e.g., CboeEDGX Notice, supra note 3, at 

86067. 

7See, e.g., CboeBZX Notice, supra note 3, at 

86053–54. 

8 Id. 

9See, e.g. C2 Notice, supra note 3, at 86063. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101781; File Nos. SR– 

CBOE–2024–041; SR–C2–2024–016; SR– 

CboeBZX–2024–087; SR–CboeBYX–2024– 

034; SR–CboeEDGA–2024–037; SR– 

CboeEDGX–2024–059] 

Self-Regulatory Organizations; Cboe 

Exchange, Inc.; Cboe C2 Exchange, 

Inc.; Cboe BYX Exchange, Inc.; Cboe 

BZX Exchange, Inc.; Cboe EDGA 

Exchange, Inc.; Cboe EDGX Exchange, 

Inc.; Order Approving Proposed Rule 

Changes To Amend the Bylaws of 

Cboe Global Markets, Inc. 

November 29, 2024. 

I. Introduction 

On October 11, 2024, each of the Cboe 

Exchange, Inc.; Cboe C2 Exchange, Inc.; 

Cboe BYX Exchange, Inc.; Cboe BZX 

Exchange, Inc.; Cboe EDGA Exchange, 

Inc.; Cboe EDGX Exchange, Inc. 

(collectively, the ‘‘SROs’’), 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 proposed rule changes (the 

‘‘Proposals’’) with respect to the bylaws 

of Cboe Global Markets, Inc. (‘‘CGM’’), 

the parent company of the SROs (the 

‘‘CGM Bylaws’’). The Proposals amend 

the CGM Bylaws to provide 

stockholders owning a combined 25% 

or more of CGM’s outstanding stock 

with the right to request a special 

meeting of the stockholders, to refine 

CGM’s current advance notice bylaws 

for annual stockholder meetings, and to 

make other miscellaneous changes to 

the CGM Bylaws. The Proposals were 

published for comment in the Federal 

Register on October 29, 2024.3 The 

Commission did not receive any 

comment letters on the Proposals. This 

order approves the Proposals. 

II. Description of the Proposal 

First, The SROs propose to amend 

certain provisions of the CGM Bylaws 

that relate to the power of stockholders 

to call a special meeting. Specifically, 

the SROs propose to amend Section 2.3 

of the CGM Bylaws, which sets forth 

how a special meeting of the 

stockholders can be called. Currently, 

Section 2.3 of the CGM Bylaws provides 

that only the Chair of the CGM Board, 

the Chief Executive Officer or the CGM 

Board itself may call a special meeting 

of the stockholders. The SROs propose 

to amend Section 2.3(a) to state that a 

special meeting of stockholders 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 CGM’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.4 In order 

to call a special meeting, the 

stockholders must hold, in the 

aggregate, at least 25% of CGM’s 

outstanding shares of common stock 

entitled to vote on matters brought 

before the special meeting (the 

‘‘Requisite Percentage’’).5 As such, in 

addition to allowing stockholders with 

the Requisite Percentage to call a special 

meeting, the SROs also propose to 

remove the Chair of the CGM Board, the 

Chief Executive Officer, and the 

President of CGM from Section 2.3(a) so 

that they may not individually call a 

special meeting of the stockholders. 

The SROs also propose to add new 

Sections 2.3(b), 2.3(c), 2.3(d), 2.3(e), 

2.3(f), 2.3(g) and 2.3(h) of the CGM 

Bylaws to set forth the procedures to 

implement the Proposals to allow a 

stockholder to call a special meeting of 

stockholders (a ‘‘Stockholder Requested 

Special Meeting’’). In summation, the 

SRO’s proposal for these sections 

includes instructions to properly submit 

a written request to call a Stockholder 

Requested Special Meeting, 

explanations of the detailed information 

required for a Special Meeting Request 

to have been properly delivered, and 

explanations for how the CGM Board 

shall review and process a Special 

Meeting Request. The SROs state that 

the proposed amendments are designed 

to help ensure that the SROs are able to 

comply with their disclosure and other 

requirements under applicable law and 

to help ensure that that the CGM Board 

and its stockholders are able to assess 

the proposed business and meeting 

request adequately.6

Second, the SROs propose to amend 

Section 2.9 of the CGM Bylaws, which 

govern proxy representation. The SROs 

propose to add language to clarify that 

white colored proxy cards are reserved 

for exclusive use by the CGM Board, 

and that stockholders soliciting proxies 

from other stockholders of the CGM may 

use any other color proxy card. 

Third, the SROs propose to amend 

Section 2.11 of the CGM Bylaws, which 

are the advance notice bylaws, to reflect 

what the SROs assess and represent are 

recent developments in Delaware Law.7

Section 2.11 sets forth that stockholders 

must notify CGM, during a specified 

period in advance of an annual meeting 

or special meeting called by the CGM 

Board, of an intention to nominate 

persons to the CGM Board or to present 

a business proposal at the meeting. The 

SROs state that while designing the 

proposed requirements for stockholders 

to call a special meeting, they evaluated 

the existing requirements and 

determined that the advance notice 

bylaws could be enhanced to help 

achieve more fulsome disclosure and 

explanations from stockholders bringing 

business or potential nominees before a 

stockholder meeting.8 Thus, the SROs 

propose to amend Sections 

2.11(a)(iii)(C), 2.11(a)(iii)(D), 

2.11(a)(iii)(F), 2.11(c)(ii), 2.11(c)(iii), 

2.11(c)(vi) and 2.11(a)(iii)(B). 

The SROs propose to amend Section 

2.11(a)(iii)(C) to clarify the information 

a stockholder is required to disclose 

relating to arrangements between the 

stockholder, a Stockholder Associated 

Person, and any other stockholder, and 

to 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 the CGM, and 

the prospectus or similar document of 

the stockholder providing notice or any 

Stockholder Associated Person. The 

SROs state that while the current 

provisions in Section 2.11(a)(iii)(C) 

provide valuable information, the 

proposal should help ensure the 

objectives of the provisions are met 

without burdening stockholders with 

potentially overbroad requests for 

information.9

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

Bylaws currently sets forth 

representations to be made by a 

stockholder regarding whether such 

stockholder is part of a group which 

intends to deliver or solicit proxies from 

stockholders when bringing business or 

a Stockholder Nominee before a 

stockholder meeting. The SROs state 

they are proposing changes to make this 

provision more consistent with the 

universal proxy rules provided for in 


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Federal Register / Vol. 89, No. 234 / Thursday, December 5, 2024 / Notices 96697 

10See, e.g. CboeEDGA Notice, supra note 3, at 

86049. 

11See, e.g. id. 

12 Id. 

13 Id. 

14See, e.g., CBOE Notice, supra note 3, at 86022. 

15Additionally, in approving the Proposals, the 

Commission has considered the proposed rules’ 

impact on efficiency, competition, and capital 

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

16Certain provisions of the CGM Bylaws are 

considered rules of the SROs if they are stated 

policies, practices, or interpretations, as defined in 

Rule 19b–4 under the Act, and therefore, must be 

filed with the Commission pursuant to Section 

19(b) of the Act and Rule 19b–4 thereunder. 15 

U.S.C. 78s(b); 17 CFR 240.19b–4. 

17 15 U.S.C. 78f(b). 

18 15 U.S.C. 78f(b)(1). 

19See, e.g., CboeBYX Notice, supra note 3, at 

6002. 

20See, e.g., CBOE Notice, supra note 3, at 86020. 

21 15 U.S.C. 78f(b)(1). 

Rule 14a–19 of the Act.10 The SROs also 

propose requiring the stockholder to 

confirm whether it intends, or is part of 

a group which intends, to engage in a 

solicitation (within the meaning of Rule 

14a–1(1) of the Act) with respect to the 

nomination of any proposed nominee or 

proposed business to be considered at 

the meeting. The SROs state 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.11

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

Bylaws currently requires that a 

Stockholder Nominee provide any 

information that is required to 

determine the qualifications of such 

Stockholder Nominee to serve as a 

director of CGM. The SROs propose to 

add language clarifying that any 

required information must be consistent 

with the parameters set forth in CGM’s 

Corporate Governance Guidelines or the 

CGM Board’s past practice for assessing 

potential director nominees. 

Existing Section 2.11(c)(ii) of the CGM 

Bylaws requires a stockholder providing 

notice to notify the CGM Secretary of 

any inaccuracy or change in any 

information submitted pursuant to 

Section 2.11. The SROs propose to 

modify this requirement by narrowing 

the scope to require the stockholder to 

provide notice of any material 

inaccuracies or changes to information 

that they previously provided. 

For Section 2.11(c)(iii) of the CGM 

Bylaws, the SROs propose 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. 

The SROs propose to amend Section 

2.11(c)(vi) of the CGM Bylaws to add 

specificity to the definition of 

‘‘Stockholder Associated Person,’’ limit 

which individuals may be determined 

to be a Stockholder Associated Person 

and make other clarifying changes. The 

SROs state that these changes to reflect 

recent developments in Delaware law 

and to provide clarifications should 

help prevent confusion.12

The SROs further propose 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. Additionally, the 

SROs propose to amend Section 

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

Nominee’s written consent must be 

included in the CGM’s proxy statement 

before they may be brought before a 

meeting, and that a Stockholder 

Nominee will not enter into any 

commitment to vote in a certain manner 

if nominated to the CGM Board. The 

SROs state that these proposals add 

specificity with regard to the CGM.13

The SROs also propose to amend this 

section to require that a Stockholder 

Nominee not omit facts that are 

necessary to ensure statements made are 

not misleading in any material respect, 

which adds a materiality threshold to 

the current provision. 

Fourth, the SROs propose to make 

changes to Section 3.10 of the CGM 

Bylaws. Current Section 3.10 allows, 

among other things, for the Chair of the 

Board or the Chief Executive Officer to 

call a special meeting of the CGM Board. 

The proposal would additionally allow 

the Lead Director of CGM to call a 

special meeting of the CGM Board. The 

SROs state that 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.14

III. Discussion and Commission’s 

Findings 

After careful review, the Commission 

finds that the Proposals are consistent 

with the requirements of the Act and the 

rules and regulations thereunder 

applicable to a national securities 

exchange.15 In particular, the 

Commission finds that the Proposals are 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange.16 Specifically, the 

Commission believes that the Proposals 

are consistent with Section 6(b) of the 

Act 17 in general, and with Section 

6(b)(1) 18 in particular, in that it enables 

the SROs to be so organized as to have 

the capacity to be able to carry out the 

purposes of the Act and to comply, and 

to enforce compliance by its exchange 

members and persons associated with 

its exchange members, with the 

provisions of the Act, the rules and 

regulations thereunder, and the rules of 

the SROs. 

The SROs assert that the Proposals 

would strengthen the corporate 

governance of CGM by now permitting 

stockholders to bring business or 

Stockholder Nominees before CGM via 

a special meeting of the stockholders.19

Under the current text of Section 2.3(a) 

of the CGM Bylaws, special meetings of 

CGM stockholders may only be called 

by the Chairman of the CGM Board, the 

Chief Executive Officer of CGM, the 

President of CGM or the CGM Board of 

Directors. Under the Proposals, only the 

CGM Board of Directors or a group of 

stockholders that meets the Requisite 

Percentage may call a special meeting of 

stockholders pursuant to revised 

Section 2.3(a). 

Furthermore, the SROs propose to 

expand the provisions of Section 2.3 of 

the CGM Bylaws to set forth detailed 

provisions regarding, among other 

things, the procedural requirements for 

CGM stockholders to call a special 

meeting of stockholders, the duties and 

deadlines of the CGM Secretary upon 

receiving a request for a special meeting 

of stockholders, and a process for 

cancelling a special meeting called by 

the Requisite Percentage of stockholders 

should those stockholder subsequently 

call below the requisite percentage. The 

SROs assert that these provisions will 

ensure both timely notices of special 

meeting requests and the ability of 

stockholders to adequately assess the 

proposed business for a given special 

meeting of stockholders.20 The 

Commission believes that the proposed 

changes to Section 2.3(a)—coupled with 

the aforementioned procedural 

requirements and limitations set forth in 

new subsections (b)–(h) of Section 2.3 of 

the CGM Bylaws—are reasonably 

designed to comply with the 

requirements under Section 6(b)(1) 21 of 

Act in that they allow the Exchange to 

carry out the purposes of the Exchange 

Act and to comply, and to enforce 

compliance by its exchange members 

and persons associated with its 

exchange members, with the provisions 

of the Act, the rules and regulations 

thereunder, and the rules of the SROs. 


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96698 Federal Register / Vol. 89, No. 234 / Thursday, December 5, 2024 / Notices 

22See supra notes 9–14 and accompanying text. 

23See, e.g., CboeBZX Notice, supra note 3, at 

86053–54. 

24 Id. 

25 15 U.S.C. 78f(b)(1). 

26 15 U.S.C. 78f(b)(1). 

27 15 U.S.C. 78s(b)(2). 

28 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. 

4 15 U.S.C. 78s(b)(1). 

5 17 CFR 240.19b–4. 

6 15 U.S.C. 78s(b)(3)(A). 

7 17 CFR 240.19b–4. 

8See IEX Rule 1.160(s). 

9Additionally, and as discussed further below, 

IEX is proposing this rule change to address a 

situation of first impression for the Exchange in 

which it is evaluating a firm’s application for 

membership on the Exchange while that firm is in 

the process of eligibility proceedings related to a 

statutory disqualification with FINRA and other 

SROs of which the firm is already a member. 

10 15 U.S.C. 78c(a)(39). 

11 15 U.S.C. 78o(b)(4)(E), which is cited in 15 

U.S.C. 78c(a)(39)(F). 

As outlined above,22 the SROs also 

propose to amend Section 2.11 of the 

CGM Bylaws, which are the advance 

notice bylaws, to reflect what the SROs 

assess and represent are recent 

developments in Delaware Law.23

Among other things, the SROs aim to 

ensure the objectives of the advance 

notice bylaws are met without 

burdening stockholders with potentially 

overbroad requests for information in a 

manner that is consistent with what the 

SROs represent and assess are recent 

developments in Delaware Law.24 The 

Commission believes that these 

proposed changes are also reasonably 

designed to comply with the 

requirements under Section 6(b)(1) 25 of 

Act in that they allow the Exchange to 

carry out the purposes of the Exchange 

Act and to comply, and to enforce 

compliance by its exchange members 

and persons associated with its 

exchange members, with the provisions 

of the Act, the rules and regulations 

thereunder, and the rules of the SROs. 

Finally, SROs proposed to revise 

revisions to Sections 2.9 and 3.10 of the 

CGM Bylaws to address proxy card 

color categorization and to allow the 

Lead Director to call a special meeting 

of the board in order to mitigate 

circumstances in which the CGM 

Bylaws would not otherwise empower a 

second Independent Director to call a 

special meeting, respectively. The 

Commission believes that these changes 

are reasonably designed to facilitate 

more efficient and effective corporate 

governance of CGM in accordance with 

the requirements of Section 6(b)(1) 26 of 

Act. 

IV. Conclusion 

For the foregoing reasons, the 

Commission finds that the Proposals are 

consistent with the Act and the rules 

and regulations thereunder applicable to 

a national securities exchange. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,27 that the 

Proposals (SR–CBOE–2024–041; SR– 

C2–2024–016; SR–CboeBZX–2024–087; 

SR–CboeBYX–2024–034; SR– 

CboeEDGX–2024–059; SR–CboeEDGA– 

2024–037) be, and hereby are, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.28

J. Matthew DeLesDernier, 

Deputy Secretary. 

[FR Doc. 2024–28427 Filed 12–4–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101779; File No. SR–IEX– 

2024–26] 

Self-Regulatory Organizations; 

Investors Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend IEX 

Rule 2.160(a) To Better Reflect the 

Process for a Broker-Dealer To 

Become a Member (or Continue as a 

Member) of the Exchange 

Notwithstanding the Member (or a 

Person Associated With the Member) 

Being Subject to a Statutory 

Disqualification 

November 29, 2024. 

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 

November 19, 2024, the Investors 

Exchange LLC (‘‘IEX’’ or the 

‘‘Exchange’’) 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 

Pursuant to the provisions of Section 

19(b)(1) under the Act,4 and Rule 19b– 

4 thereunder,5 the Exchange is filing 

with the Commission a proposed rule 

change to amend IEX Rule 2.160(a) to 

better reflect the process for a brokerdealer to become a Member (or continue 

as a Member) of the Exchange 

notwithstanding the Member (or a 

person associated with the Member) 

being subject to a statutory 

disqualification. The Exchange has 

designated this proposed rule change as 

‘‘non-controversial’’ under Section 

19(b)(3)(A) of the Act 6 and provided the 

Commission with the notice required by 

Rule 19b–4(f)(6) thereunder.7

The text of the proposed rule change 

is available at the Exchange’s website at 

www.iextrading.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 these statements may be examined at 

the places specified in Item IV below. 

The self-regulatory organization 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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend IEX 

Rule 2.160(a) to better reflect the 

process for a broker-dealer firm to 

become a Member 8 (or continue as a 

Member) of the Exchange 

notwithstanding the Member (or a 

person associated with the Member) 

being subject to a statutory 

disqualification.9

Section 3(a)(39) of the Act defines the 

term ‘‘statutory disqualification’’ and 

the circumstances that can cause a 

person (either a Member, or a person 

associated with a Member) to be subject 

to a statutory disqualification.10 For 

example, a broker-dealer is subject to a 

statutory disqualification if the 

Commission finds that the firm 

‘‘willfully aided, abetted, counseled, 

commanded, induced, or procured the 

violation of another person of the 

[Exchange Act] . . . or failed to 

reasonably supervise another person 

who commits such a violation.’’ 11 As 

discussed below, absent relief, a 

statutory disqualification would 


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