Federal Register / Vol. 86, No. 153 / Thursday, August 12, 2021 / Notices 44423 

18See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005). 

19NetCoalition v. SEC, 615 F.3d 525, 539 (DC Cir. 

2010) (quoting Securities Exchange Act Release No. 

59039 (December 2, 2008), 73 FR 74770, 74782–83 

(December 9, 2008) (SR–NYSEArca–2006–21)). 

20 15 U.S.C. 78s(b)(3)(A). 

21 17 CFR 240.19b–4(f). 22 17 CFR 200.30–3(a)(12). 

NMS, the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and, also, recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 18 The 

fact that this market is competitive has 

also long been recognized by the courts. 

In NetCoalition v. Securities and 

Exchange Commission, the D.C. Circuit 

stated as follows: ‘‘[n]o one disputes 

that competition for order flow is 

‘fierce.’ . . . As the SEC explained, ‘[i]n 

the U.S. national market system, buyers 

and sellers of securities, and the brokerdealers that act as their order-routing 

agents, have a wide range of choices of 

where to route orders for execution’; 

[and] ‘no exchange can afford to take its 

market share percentages for granted’ 

because ‘no exchange possesses a 

monopoly, regulatory or otherwise, in 

the execution of order flow from broker 

dealers’. . . .’’.19 Accordingly, the 

Exchange does not believe its proposed 

fee change imposes any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

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

of the Act 20 and paragraph (f) of Rule 

19b–4 21 thereunder. 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. 

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– 

CboeEDGX–2021–036 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–CboeEDGX–2021–036. 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 website (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 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 

10:00 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. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–CboeEDGX–2021–036 and 

should be submitted on or before 

September 2, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–17178 Filed 8–11–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–659, OMB Control No. 

3235–0723] 

Proposed Collection; Comment 

Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Extension: 

Form 1–Z 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Form 1–Z (17 CFR 239.94) is used to 

report terminated or completed offerings 

or to suspend the duty to file ongoing 

reports under Regulation A, an 

exemption from registration under the 

Securities Act of 1933 (15 U.S.C 77a et 

seq.). The purpose of the Form 1–Z is 

to collect empirical data for the 

Commission on offerings conducted 

under Regulation A that have 

terminated or completed, to indicate to 

the Commission that issuers that have 

conducted Tier 2 offering are 

suspending their duty to file reports 

under Regulation A and to provide such 

information to the investing public. We 

estimate that approximately 17 issuers 

file Form 1–Z annually. We estimate 

that Form 1–Z takes approximately 1.5 

hours to prepare. We estimate that 

100% of the 1.5 hours per response is 

prepared by the company for a total 

annual burden of 26 hours (1.5 hours 

per response × 17 responses). 

Written comments are invited on: (a) 

Whether this proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 


lotter on DSK11XQN23PROD with NOTICES1
44424 Federal Register / Vol. 86, No. 153 / Thursday, August 12, 2021 / Notices 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 90574 

(December 4, 2020), 85 FR 80472 (SR–NASDAQ– 

2020–081). Comments received on the Board 

Diversity Proposal are available on the 

Commission’s website at: https://www.sec.gov/ 

comments/sr-nasdaq-2020-081/ 

srnasdaq2020081.htm. On January 19, 2021, 

pursuant to Section 19(b)(2) of the Act, 15 U.S.C. 

78s(b)(2), the Division of Trading and Markets 

(‘‘Division’’), for the Commission pursuant to 

delegated authority, designated a longer period 

within which to approve the proposed rule change, 

disapprove the proposed rule change, or institute 

proceedings to determine whether to disapprove the 

proposed rule change. See Securities Exchange Act 

Release No. 90951, 86 FR 7135 (January 26, 2021). 

The Division, for the Commission pursuant to 

delegated authority, designated March 11, 2021 as 

the date by which the Commission shall approve or 

disapprove, or institute proceedings to determine 

whether to disapprove, the proposed rule change. 

See also infra note 11 and accompanying text 

(providing additional procedural history for the 

Board Diversity Proposal). 

4The full text of Amendment No. 1 to the Board 

Diversity Proposal is available on the Commission’s 

website at: https://www.sec.gov/comments/srnasdaq-2020-081/srnasdaq2020081-8425992- 

229601.pdf. 

5 15 U.S.C. 78s(b)(1). 

6 17 CFR 240.19b–4. 

7See Securities Exchange Act Release No. 90571 

(December 4, 2020), 85 FR 79556 (SR–NASDAQ– 

2020–082). Comments received on the Board 

Recruiting Service Proposal are available on the 

Commission’s website at: https://www.sec.gov/ 

comments/sr-nasdaq-2020-082/ 

srnasdaq2020082.htm. On January 19, 2021, 

pursuant to Section 19(b)(2) of the Act, 15 U.S.C. 

78s(b)(2), the Division, for the Commission 

pursuant to delegated authority, designated a longer 

period within which to approve the proposed rule 

change, disapprove the proposed rule change, or 

institute proceedings to determine whether to 

disapprove the proposed rule change. See Securities 

Exchange Act Release No. 90952, 86 FR 7148 

(January 26, 2021). The Division, for the 

Commission pursuant to delegated authority, 

designated March 10, 2021 as the date by which the 

Commission shall approve or disapprove, or 

institute proceedings to determine whether to 

disapprove, the proposed rule change. See also 

infra note 11 and accompanying text (providing 

additional procedural history for the Board 

Recruiting Service Proposal). 

8The full text of Amendment No. 1 to the Board 

Recruiting Service Proposal is available on the 

Commission’s website at: https://www.sec.gov/ 

comments/sr-nasdaq-2020-082/srnasdaq2020082- 

8425987-229599.pdf. 

9Amendment No. 1 to the Board Diversity 

Proposal and Amendment No. 1 to the Board 

Recruiting Service Proposal are collectively referred 

to as ‘‘Amendments No. 1.’’ 

10 15 U.S.C. 78s(b)(2)(B). 

11See Securities Exchange Act Release No. 91286, 

86 FR 14484 (March 16, 2021). On June 7, 2021, 

pursuant to Section 19(b)(2) of the Act, 15 U.S.C. 

78s(b)(2), the Division, for the Commission 

pursuant to delegated authority, designated a longer 

period within which to issue an order approving or 

disapproving the proposed rule changes, as 

modified by Amendments No. 1. See Securities 

Exchange Act Release Nos. 92118, 86 FR 31355 

(June 11, 2021) (SR–NASDAQ–2020–081); 92119, 

86 FR 31355 (June 11, 2021) (SR–NASDAQ–2020– 

082). The Division, for the Commission pursuant to 

delegated authority, designated August 8, 2021 as 

the date by which the Commission shall approve or 

disapprove the Board Diversity Proposal, and 

August 7, 2021 as the date by which the 

Commission shall approve or disapprove the Board 

Recruiting Service Proposal. 

12 15 U.S.C. 78s(b)(2)(C)(i). 

of the burden imposed by the collection 

of information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Please direct your written comment to 

David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Cynthia 

Roscoe, 100 F Street NE, Washington, 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. 

Dated: August 6, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–17156 Filed 8–11–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92590; File Nos. SR– 

NASDAQ–2020–081; SR–NASDAQ–2020– 

082] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Order 

Approving Proposed Rule Changes, as 

Modified by Amendments No. 1, To 

Adopt Listing Rules Related to Board 

Diversity and To Offer Certain Listed 

Companies Access to a 

Complimentary Board Recruiting 

Service 

August 6, 2021. 

I. Introduction and Overview 

A self-regulatory organization, or 

‘‘SRO,’’ may propose a change in its 

rules or propose a new rule by filing the 

proposal with the Securities and 

Exchange Commission (‘‘Commission’’) 

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

Securities Exchange Act of 1934 

(‘‘Act’’).1 This order considers two 

separate proposed rule changes that The 

Nasdaq Stock Market LLC (‘‘Nasdaq’’ or 

‘‘Exchange’’) filed with the Commission. 

On December 1, 2020, the Exchange 

filed with the Commission, pursuant to 

Section 19(b)(1) of the Act and Rule 

19b–4 thereunder,2 a proposed rule 

change to adopt listing rules related to 

board diversity (‘‘Board Diversity 

Proposal’’). The proposed rule change 

was published for comment in the 

Federal Register on December 11, 

2020.3 On February 26, 2021, the 

Exchange filed Amendment No. 1 to the 

proposed rule change, which replaced 

and superseded the proposed rule 

change as originally filed.4

On December 1, 2020, the Exchange 

also filed with the Commission, 

pursuant to Section 19(b)(1) of the Act 5

and Rule 19b–4 thereunder,6 a proposed 

rule change to offer certain listed 

companies access to a complimentary 

board recruiting service to help advance 

diversity on company boards (‘‘Board 

Recruiting Service Proposal’’), which 

was published for comment in the 

Federal Register on December 10, 

2020.7 On February 26, 2021, the 

Exchange filed Amendment No. 1 to the 

proposed rule change, which replaced 

and superseded the proposed rule 

change as originally filed.8

On March 10, 2021, the Division, for 

the Commission pursuant to delegated 

authority, published notice of 

Amendments No. 1 9 and instituted 

proceedings pursuant to Section 

19(b)(2)(B) of the Act 10 to determine 

whether to approve or disapprove the 

proposed rule changes, as modified by 

Amendments No. 1.11

The Act governs the Commission’s 

review of SRO-proposed rules. Section 

19(b)(2)(C)(i) provides that the 

Commission ‘‘shall approve’’ a proposal 

if it finds that the rule is consistent with 

the requirements of the Act and the 

rules and regulations applicable to the 

SRO—including requirements in 

Section 6(b).12 The statute does not give 

the Commission the ability to make any 

changes to the rule proposal as 

submitted, or to disapprove the rule 

proposal on the ground that the 

Commission would prefer some 

alternative rule on the same topic. 

Under the Board Diversity Proposal, 

the Exchange proposes to require each 

Nasdaq-listed company, subject to 

certain exceptions, to publicly disclose 

in an aggregated form, to the extent 

permitted by applicable law, 

information on the voluntary selfidentified gender and racial 

characteristics and LGBTQ+ status (all 

terms defined below) of the company’s 

board of directors. The Exchange also 

proposes to require each Nasdaq-listed 

company, subject to certain exceptions, 

to have, or explain why it does not have, 

at least two members of its board of 

directors who are Diverse, including at 

least one director who self-identifies as 

female and at least one director who 


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