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[Federal Register Volume 90, Number 18 (Wednesday, January 29, 2025)]
[Notices]
[Pages 8412-8413]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-01850]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-102269; File No. SR-PEARL-2025-01]

Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing 
and Immediate Effectiveness of a Proposed Rule Change To Amend the By-
Laws

January 23, 2025.
    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 January 10, 2025, MIAX PEARL, LLC (``MIAX Pearl'' or the 
``Company'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Item I below, 
which Item has been substantially prepared by MIAX Pearl. MIAX Pearl 
has designated this proposal for immediate effectiveness pursuant to 
Section 19(b)(3)(A) of the Act \3\ and Rule 19b-4(f) thereunder.\4\ The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f). 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 will institute proceedings to determine whether the 
proposed rule change should be approved or disapproved.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Company proposes to amend the By-Laws to: (1) eliminate the 
requirement to maintain a Compensation Committee of the Board of 
Directors (``Board'') \5\ of MIAX Pearl; (2) update the process by 
which the Regulatory Oversight Committee (``ROC'') determines the 
compensation of the Chief Regulatory Officer (``CRO''); (3) update the 
process by which the ROC determines personnel actions involving the CRO 
and senior regulatory personnel; (4) eliminate the requirement to 
maintain a Quality of Markets Committee of the Board of MIAX Pearl; (5) 
update the process by which the compensation of all officers, employees 
and agents of MIAX Pearl is determined, with an exception for the 
compensation of the CRO; and (6) make non-substantive clarifying 
changes to remove

[[Page 8413]]

outdated text regarding the ERP Member's (defined below) [stet] nominee 
to the Board and delete the definition of ``Effective Date'' 
(collectively, the ``By-Law Amendments'').
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    \5\ The terms ``Board'' or ``Board of Directors'' means the 
Board of Directors of the Company. See By-Laws, Article I, 
Definitions, subparagraph (c).
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    The By-Laws of the Company may be amended by written consent of the 
LLC Member \6\ or at any regular or special meeting of the Board of 
MIAX Pearl by a resolution adopted by the Board.\7\
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    \6\ The term ``LLC Member'' means any person who maintains a 
direct ownership interest in the Company. The sole LLC Member of the 
Company is Miami International Holdings, Inc. See By-Laws, Article 
I, Definitions, subparagraph (x).
    \7\ See By-Laws, Article VIII, Section 8.1.
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    The proposed rule change, including MIAX Pearl's statement of the 
purpose of, and statutory basis for, the proposed rule change, is 
available on MIAX Pearl's website at https://www.miaxglobal.com/markets/us-equities/pearl-equities/rule-filings and on the Commission's 
website at https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking/national-securities-exchanges?file_number=SR-PEARL-2025-01.

II. 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.\8\ Comments may be submitted 
electronically by using the Commission's internet comment form (https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking/national-securities-exchanges?file_number=SR-PEARL-2025-01) or by 
sending an email to [email protected]. Please include file number 
SR-PEARL-2025-01 on the subject line. Alternatively, paper comments may 
be sent to Secretary, Securities and Exchange Commission, 100 F Street 
NE, Washington, DC 20549-1090. All submissions should refer to file 
number SR-PEARL-2025-01. 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-regulations/self-regulatory-organization-rulemaking/national-securities-exchanges?file_number=SR-PEARL-2025-01). 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-PEARL-2025-01 and should be 
submitted on or before February 19, 2025.
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    \8\ 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 MIAX 
Pearl.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-01850 Filed 1-28-25; 8:45 am]
BILLING CODE 8011-01-P
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