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11 15 U.S.C. 78s(b)(3)(A)(iii). 

12 17 CFR 240.19b–4(f)(6). 

13 15 U.S.C. 78s(b)(3)(A)(iii). Rule 19b–4(f)(6)(iii) 

requires a self-regulatory organization to give the 

Commission written notice of its intent to file the 

proposed rule change at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Commission notes that the 

Exchange satisfied this requirement. 

14 17 CFR 240.19b–4(f)(6). 

15 17 CFR 240.19b–4(f)(6)(iii). 

16For purposes only of waiving the 30-day 

operative delay, the Commission also has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

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

17 15 U.S.C. 78s(b)(2)(B). 

18 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. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 11 and Rule 

19b–4(f)(6) thereunder.12 Because the 

proposed rule change does not: (i) 

significantly affect the protection of 

investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

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

of the Act and Rule 19b–4(f)(6)(iii) 

thereunder.13

A proposed rule change filed under 

Rule 19b–4(f)(6) 14 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),15 the 

Commission may designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange has asked the 

Commission to waive the 30-day 

operative delay so it can immediately 

remove an obsolete reference in Rule 

902NY. The Commission is waiving the 

30-day operative delay as the proposal 

raises no new or novel issue and would 

allow the Exchange to immediately 

update its rule text to avoid potential 

investor confusion. Thus, the 

Commission believes waiving the 

operative delay is consistent with the 

protection of investors and the public 

interest. Accordingly, the Commission 

hereby waives the operative delay and 

designates the proposed rule change 

operative upon filing.16

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 shall institute proceedings 

under Section 19(b)(2)(B) of the Act 17 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– 

NYSEAMER–2022–26 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–NYSEAMER–2022–26. 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–NYSEAMER–2022–26 and 

should be submitted on or before July 

18, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–13593 Filed 6–24–22; 8:45 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95128; File No. SR– 

NYSENAT–2022–08] 

Self-Regulatory Organizations; NYSE 

National, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the Certificate 

of Incorporation and Bylaws of Its 

Ultimate Parent Company, 

Intercontinental Exchange, Inc. 

June 21, 2022. 

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

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on June 15, 

2022, NYSE National, Inc. (‘‘NYSE 

National’’ or the ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (‘‘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 

The Exchange proposes to amend the 

certificate of incorporation and bylaws 

of its ultimate parent company, 

Intercontinental Exchange, Inc. (‘‘ICE’’), 

to (a) eliminate the supermajority voting 

provisions for amending the certificate 

of incorporation and bylaws, (b) provide 


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4See Del. Code tit 8, § 242(b). The DGCL does not 

require a stockholder vote to change the corporate 

name or delete specific obsolete text. See id. and 

§ 242(a)(1) and (7). 

that special meetings of ICE’s 

stockholders may be called at the 

request of holders of in the aggregate at 

least 20% of the outstanding shares of 

ICE’s common stock, and (c) make 

certain non-substantive and conforming 

changes. The proposed rule change is 

available on the Exchange’s website at 

www.nyse.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 those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts 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 

ICE’s Fifth Amended and Restated 

Certificate of Incorporation (the ‘‘ICE 

Certificate’’) and Eighth Amended and 

Restated Bylaws (the ‘‘ICE Bylaws’’) to 

(a) eliminate the supermajority voting 

provisions for amending the certificate 

of incorporation and bylaws, (b) provide 

that special meetings of ICE’s 

stockholders may be called at the 

request of holders of in the aggregate at 

least 20% of the outstanding shares of 

ICE’s common stock, and (c) make 

certain non-substantive and conforming 

changes. 

The Exchange proposes that the 

amendments would be effective upon 

the amended ICE Certificate being filed 

with the Secretary of State of the State 

of Delaware. 

Eliminating Supermajority Voting 

Provisions 

Certain of the amendments to the ICE 

Certificate would eliminate the 

supermajority voting provisions for 

amending the ICE Certificate and ICE 

Bylaws. The changes are proposed in 

response to the receipt of a stockholder 

proposal on October 24, 2020 that was 

approved at ICE’s Annual Stockholder 

Meeting on May 14, 2021. The changes 

subsequently were approved by the ICE 

Board of Directors on March 4, 2022, 

and by the ICE stockholders on May 13, 

2022, in each case subject to filing with 

the Securities and Exchange 

Commission (‘‘Commission’’). 

Under the current ICE Certificate, no 

adoption, amendment or repeal of any 

Bylaw by action of stockholders may be 

effective unless approved by the 

affirmative vote of holders of not less 

than 662⁄3% of the outstanding shares of 

common stock entitled to vote thereon. 

The proposed changes would amend the 

ICE Certificate to eliminate this 

requirement. Instead, the affirmative 

vote of the holders of a majority of the 

outstanding shares of common stock 

would be sufficient to adopt, amend or 

repeal any bylaw by action of 

stockholders. Article XI, Section 11.3 of 

the ICE Bylaws would continue to 

require that, so long as ICE directly or 

indirectly controls a national securities 

exchange, before any amendment or 

repeal of any provision of the ICE 

Bylaws may be effectuated, it shall be 

either (i) filed with or filed with and 

approved by the Commission, or (ii) 

submitted to the exchanges’ boards of 

directors and, if so determined by one 

or more such board of directors, filed 

with or filed with and approved by the 

Commission. 

The current ICE Certificate also 

provides that the affirmative vote of 

holders of not less than 662⁄3% of the 

outstanding shares of common stock 

entitled to vote thereon is required in 

order to amend or repeal Article V, 

(Limitations on Voting and Ownership), 

Article VI, Sections B (Number of 

Directors) or G (Considerations of the 

Board of Directors), Article IX 

(Stockholder Action), or Article X 

(Amendments), Clause (A). As a result 

of the proposed changes, in accordance 

with the General Corporation Law of the 

State of Delaware (‘‘DGCL’’), the 

affirmative vote of the holders of a 

majority of the outstanding shares of 

common stock would be sufficient to 

amend the ICE Certificate.4 Article X 

would continue to provide that, so long 

as ICE directly or indirectly controls a 

national securities exchange, any 

amendment or repeal of any provision 

of the ICE Certificate shall be submitted 

to the exchanges’ boards of directors 

and, if so determined by one or more 

such board of directors, filed with or 

filed with and approved by the 

Commission before such amendment or 

repeal may be effectuated. 

To implement the change, the 

Exchange proposes to make the 

following amendments to the ICE 

Certificate: 

• The first sentence of Article IX, 

Section C (Bylaws), would be revised as 

follows (proposed text underlined, 

proposed deletion bracketed): 


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• Clause (A) would be deleted from 

the second sentence of Article X. The 

last sentence of the provision also 

would be deleted, since a vote of 

stockholders would no longer be 

required under the article as a result of 

the removal of Clause (A). The amended 

article would read as follows (proposed 

deletion bracketed): 

Notwithstanding any other provision 

of this Amended and Restated 

Certificate of Incorporation, [(A) no 

provision of ARTICLE V, Section B or G 

of ARTICLE VI, ARTICLE IX or this 

clause (A) of ARTICLE X shall be 

amended, modified or repealed, and no 

provision inconsistent with any such 

provision shall become part of this 

Amended and Restated Certificate of 

Incorporation, unless such matter is 

approved by the affirmative vote of the 

holders of not less than 662⁄3% of the 

voting power of all outstanding shares 

of Common Stock of the Corporation 

and all other outstanding shares of stock 

of the Corporation entitled to vote on 

such matter, with such outstanding 

shares of Common Stock and other stock 

considered for this purpose as a single 

class; and (B)] for so long as this 

Corporation shall control, directly or 

indirectly, any Exchange, before any 

amendment or repeal of any provision 

of the Certificate of Incorporation of this 

Corporation shall be effective, such 

amendment or repeal shall be submitted 

to the boards of directors of each 

Exchange (or the boards of directors of 

their successors), and if any or all of 

such boards of directors shall determine 

that such amendment or repeal must be 

filed with or filed with and approved by 

the SEC under Section 19 of the 

Exchange Act and the rules promulgated 

thereunder before such amendment or 

repeal may be effectuated, then such 

amendment or repeal shall not be 

effectuated until filed with or filed with 

and approved by the SEC, as the case 

may be. [Any vote of stockholders 

required by this ARTICLE X shall be in 

addition to any other vote of the 

stockholders that may be required by 

law, this Amended and Restated 

Certificate of Incorporation, the bylaws 

of the Corporation, any agreement with 

a national securities exchange or 

otherwise.] 

Calling Special Meetings 

Under the current ICE Certificate and 

ICE Bylaws, holders of 50% of the 

outstanding shares of ICE common stock 

are entitled to call special meetings of 

stockholders so long as they satisfy 

certain procedural requirements. 

Stockholders are permitted to aggregate 

their holdings to reach the special 

meeting threshold and there is no 

aggregation cap or minimum duration of 

ownership requirement. 

The proposed amendments to the ICE 

Certificate would change that 

requirement. The ICE Certificate would 

provide that special meetings of 

stockholders may be called at any time 

at the request of stockholders of record, 

so long as such stockholders hold at 

least 20% of the outstanding shares of 

ICE’s common stock. The revised text 

would provide that the secretary of ICE 

would call the meeting only if they 

received a written request and the 

requesting stockholder complied with 

the requirements set forth in the 

relevant section of the ICE Certificate 

and ICE Bylaws as well as applicable 

law. Finally, that the final requirement 

applies to all four clauses would be 

clarified. 

To implement the change, the 

Exchange proposes to amend Article VI, 

Section E (Power to Call Stockholder 

Meetings) of the ICE Certificate as 

follows (proposed text underlined, 

proposed deletions bracketed): 

BILLING CODE 8011–01–P 


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Because the special meeting provision 

in the ICE Bylaws likewise provides for 

a 50% ownership threshold, the ICE 

Bylaws would also be amended to lower 

the special meeting ownership 

threshold to 20%. Article II, Section 2.5 

would be amended to set forth the 

procedures for calling a special meeting. 

The first paragraph would set forth the 

percentage threshold and timing of an 

email or mailed request. The remainder 

of Section 2.5 would set forth the 

informational requirements for a 

stockholder to request a special meeting, 

as well as procedural safeguards (such 

as ensuring that special meetings are 

called for lawful and appropriate 

purposes). It also would set forth the 

procedures for revoking a meeting 

request, whether by the requesting 

stockholder or the board of directors, 

what business may be transacted at the 

meeting, and what body will determine 

that the requesting stockholder has 

complied with the requirements of the 

section. 

The specific changes would be as 

follows (proposed text underlined, 

proposed deletions bracketed): 


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BILLING CODE 8011–01–C Additional Changes 

The Exchange proposes to make 

certain non-substantive and conforming 

changes to the ICE Certificate and ICE 

Bylaws. 


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5See Del. Code tit 8, § 245(b). 

6See Del. Code tit 8, § 242. 

7 15 U.S.C. 78f(b). 

8 15 U.S.C. 78f(b)(1). 

9The proposed change would be consistent with 

the By-laws of Nasdaq, Inc., which require a 

majority vote for any amendment at a meeting of 

stockholders. See Article XI, Section 11.1 of the Bylaws of Nasdaq, Inc. 

10The proposed change would be consistent with 

the By-laws of Nasdaq, Inc., which require a special 

meeting of stockholders be called following the 

request by stockholders holding at least 15% of the 

outstanding stock entitled to vote on the matter. See 

id., Article III, Section 3.2. 

11 15 U.S.C. 78f(b)(5). 

ICE Certificate 

The DGCL provides that a certificate 

of incorporation shall be proposed by 

the directors and adopted by the 

stockholders if it restates the certificate, 

integrates any prior amendments, and 

makes amendments.5 Accordingly, the 

second introductory paragraph of the 

ICE Certificate would state that the 

Sixth Amended and Restated Certificate 

of Incorporation (‘‘Sixth Certificate’’) 

restates, integrates, and further amends 

the provisions of the existing ICE 

Certificate, the Fifth Amended and 

Restated Certificate of Incorporation. 

Obsolete text stating that there was no 

discrepancy between the text of the 

current ICE Certificate and the Fourth 

Amended and Restated Certificates of 

Incorporation would be deleted. 

Similarly, the fourth introductory 

paragraph would state that the ICE 

Certificate was restated and integrated 

to read as set forth in the Sixth 

Certificate. 

The Exchange proposes the following 

additional non-substantive and 

conforming changes: 

• The proposed third and fourth 

introductory paragraphs would add 

references to Section 242 of the DGCL. 

Section 242 sets forth the manner that 

stockholder approval is effected.6

• References to the ‘‘Fifth Amended 

and Restated Certificate of 

Incorporation’’ and the ‘‘Fourth 

Amended and Restated Certificate of 

Incorporation’’ in the titles, introductory 

paragraphs, and signature lines would 

be changed to refer to the ‘‘Sixth 

Amended and Restated Certificate of 

Incorporation’’ and ‘‘Fifth Amended and 

Restated Certificate of Incorporation,’’ 

respectively. 

• The time and date of effectiveness 

and execution in the introductory 

certifications and signature line would 

be updated. 

• ‘‘Chairman’’ would be updated to 

‘‘Chair’’ in Article VI, Section E. 

ICE Bylaws 

The Exchange proposes the following 

non-substantive and conforming 

changes: 

• References to the ‘‘Eighth Amended 

and Restated Bylaws’’ would be updated 

to refer to the ‘‘Ninth Amended and 

Restated Bylaws.’’ 

• The date of effectiveness would be 

updated. 

• ‘‘Chairman’’ would be updated to 

‘‘Chair’’ in Sections 2.5, 2.9, 2.11, 

2.13(f), 3.6(b), 3.8 and 5.1. A reference 

to ‘‘chairman’’ would be updated to 

refer to ‘‘chair’’ in Section 2.15(a). 

• To clarify that the notice of a 

special meeting referenced in Section 

2.6 would be given by the Corporation, 

the text ‘‘by the Corporation’’ would be 

added to the first sentence, between 

‘‘shall be given’’ and ‘‘not fewer than.’’ 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Exchange Act 7 in 

general, and with Section 6(b)(1) 8 in 

particular, in that it enables the 

Exchange to be so organized as to have 

the capacity to be able 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 Exchange Act, 

the rules and regulations thereunder, 

and the rules of the Exchange. 

The Exchange believes that 

eliminating the supermajority voting 

provisions for amending the ICE 

Certificate and ICE Bylaws would 

enable the Exchange to be so organized 

as to have the capacity to be able 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 Exchange Act, the rules and 

regulations thereunder, and the rules of 

the Exchange, because the proposed 

change would affect the operations of 

the Exchange’s ultimate parent, not the 

Exchange itself, and would retain 

without amendment the provisions 

regarding filing any proposed 

amendments of the ICE Certificate or 

ICE Bylaws with the Commission and 

obtaining Commission approval where 

required, enabling the Exchange to 

continue to comply with the Exchange 

Act. The proposed change is designed to 

strengthen stockholder participation 

rights by allowing stockholders to 

amend the ICE Certificate and ICE 

Bylaws with simple majority voting.9

The Exchange believes that reducing 

the percentage of the holders of 

common stock needed to call a special 

meeting would enable the Exchange to 

be so organized as to have the capacity 

to be able 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 Exchange Act, the 

rules and regulations thereunder, and 

the rules of the Exchange. The proposed 

rule change would affect the operations 

of the Exchange’s ultimate parent and 

would not impact the governance or 

ownership of the Exchange. The 

proposed change would reduce the 

ownership threshold for special 

meetings of ICE stockholders, promoting 

stockholder engagement and 

participation.10 At the same time, 

Proposed Section 2.5 of the ICE Bylaws 

would provide comprehensive guidance 

regarding any stockholder requested 

special meeting, setting forth the 

percentage threshold; required timing of 

an email or mailed stockholder request; 

informational requirements; procedural 

safeguards; procedures for revoking a 

meeting request; what business may be 

transacted at a meeting; and what body 

will determine that the requesting 

stockholder has complied with the 

requirements. 

The proposed non-substantive and 

conforming changes would enable the 

Exchange to continue to be so organized 

as to have the capacity to carry out the 

purposes of the Exchange Act and 

comply and enforce compliance with 

the provisions of the Exchange Act by 

its members and persons associated 

with its members, because the proposed 

changes would ensure that the ICE 

Certificate correctly describes its 

proposed restatement, integration and 

amendment and references the DGCL in 

accordance with the requirements of 

Delaware law, ensuring clarity and 

transparency. The additional proposed 

non-substantive and conforming 

changes to the ICE Certificate and ICE 

Bylaws would similarly provide clarity 

and transparency by updating the 

documents. 

The Exchange also believes that the 

proposed rule change furthers the 

objectives of Section 6(b)(5) of the 

Exchange Act 11 because the proposed 

rule change would be consistent with 

and would create a governance and 

regulatory structure that is designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to foster 

cooperation and coordination with 

persons engaged in regulating, clearing, 

settling, processing information with 

respect to, and facilitating transactions 

in securities, to remove impediments to, 

and perfect the mechanism of a free and 

open market and a national market 


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12 15 U.S.C. 78(b)(3)(A). 

13 17 CFR 240.19b–4(f)(6). 

14 15 U.S.C. 78s(b)(3)(A). 

15 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires the Exchange to give the 

Commission written notice of the Exchange’s intent 

to file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 

16 17 CFR 240.19b–4(f)(6). 

17 17 CFR 240.19b–4(f)(6). 

18See Article X of the ICE Certificate and Article 

XI, Section 11.3, of the ICE Bylaws. 

19For purposes only of waiving the 30-day 

operative delay, the Commission also has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

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

system and, in general, to protect 

investors and the public interest. 

The Exchange believes that the 

proposed change to eliminate the 

supermajority voting provisions for 

amending the ICE Certificate and ICE 

Bylaws would remove impediments to, 

and perfect the mechanism of a free and 

open market and a national market 

system and, in general, protect investors 

and the public interest, as stockholders 

and other stakeholders may view 

supermajority voting provisions as 

conflicting with principles of good 

corporate governance. The elimination 

of supermajority voting provisions in 

the ICE constituent documents may 

increase board accountability to 

stockholders and provide stockholders 

with greater ability to participate in the 

corporate governance of ICE. At the 

same time, existing provisions regarding 

filing any proposed amendments of the 

ICE Certificate or ICE Bylaws with the 

Commission and obtaining Commission 

approval where required would not be 

amended, continuing the protection of 

investors and the public interest. 

The Exchange believes that reducing 

the percentage of the holders of 

common stock needed to call a special 

meeting would remove impediments to, 

and perfect the mechanism of a free and 

open market and a national market 

system and, in general, protect investors 

and the public interest, because it 

would facilitate stockholder engagement 

while maintaining procedural 

safeguards against corporate waste, 

disruption and abuse by a small 

minority of stockholders. The Exchange 

believes that a 20% ownership 

threshold will help to ensure that 

special meetings are reserved for those 

extraordinary matters on which 

immediate action is deemed necessary 

by an appropriately large set of ICE’s 

stockholders. 

At the same time, by providing 

comprehensive guidance regarding any 

requested special meeting, the Exchange 

believes that the proposed change 

would perfect the mechanism of a free 

and open market and a national market 

system and, in general, protect investors 

and the public interest, because the 

changes would provide clarity and 

transparency regarding the applicable 

requirements and which actors have 

authority to act under proposed Section 

2.5 of the ICE Bylaws, allowing market 

participants to more easily understand 

and comply with the ICE Bylaws. 

The Exchange believes that the 

proposed rule change would remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system by 

ensuring that market participants can 

more easily navigate, understand and 

comply with its rules. The Exchange 

believes that the proposed changes 

would ensure that the ICE Certificate 

correctly describes its proposed 

restatement, integration and amendment 

and references the DGCL in accordance 

with the requirements of Delaware law. 

Similarly, the additional proposed nonsubstantive and conforming changes to 

the ICE Certificate and ICE Bylaws 

would provide clarity and transparency 

by updating the documents. The 

Exchange believes that the changes 

would thereby reduce potential 

confusion that may result from having 

an incorrect description or reference in 

the ICE Certificate or ICE Bylaws. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Exchange Act. 

The proposed rule change is not 

designed to address any competitive 

issue or to amend the governing 

documents of the Exchange, but rather 

to (a) eliminate the supermajority voting 

provisions in for amending the ICE 

Certificate and ICE Bylaws, (b) provide 

that special meetings of ICE’s 

stockholders may be called at the 

request of holders of in the aggregate at 

least 20% of the outstanding shares of 

ICE’s common stock, and (c) make nonsubstantive and conforming changes. 

The proposed rule change does not 

impact the governance or ownership of 

the Exchange. It would not amend 

existing provisions regarding filing any 

proposed amendments of the ICE 

Certificate or ICE Bylaws with the 

Commission and obtaining Commission 

approval where required. The Exchange 

believes that the proposed rule change 

will serve to promote clarity and 

consistency, thereby reducing burdens 

on the marketplace and facilitating 

investor protection. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A) of the Act 12 and Rule 19b– 

4(f)(6) 13 thereunder. Because the 

foregoing proposed rule change does 

not: (i) significantly affect the protection 

of investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

for 30 days from the date on which it 

was filed, or such shorter time as the 

Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 14 and Rule 19b– 

4(f)(6) 15 thereunder. 

A proposed rule change filed under 

Rule 19b–4(f)(6) 16 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),17 the 

Commission may designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange has asked the 

Commission to waive the 30-day 

operative delay so that it may become 

operative immediately upon filing to 

allow ICE to implement the proposed 

changes as soon as possible. The 

Commission notes that the proposed 

changes would affect the operations of 

the Exchange’s ultimate parent, not the 

Exchange itself, and would not impact 

the governance, ownership and 

regulation of the Exchange. Further, the 

proposed changes retain without 

amendment the provisions regarding 

filing any proposed amendments of the 

ICE Certificate or ICE Bylaws with the 

Commission and obtaining Commission 

approval where required.18 Therefore, 

the Commission believes that waiving 

the 30-day operative delay is consistent 

with the protection of investors and the 

public interest. Accordingly, the 

Commission designates the proposed 

rule change to be operative upon 

filing.19

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 


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38238 Federal Register / Vol. 87, No. 122 / Monday, June 27, 2022 / Notices 

20 17 CFR 200.30–3(a)(12), (59). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

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– 

NYSENAT–2022–08 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–NYSENAT–2022–08. 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–NYSENAT–2022–08 and 

should be submitted on or before July 

18, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–13588 Filed 6–24–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95130; File No. SR– 

NYSECHX–2022–12] 

Self-Regulatory Organizations; NYSE 

Chicago, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the Certificate 

of Incorporation and Bylaws of Its 

Ultimate Parent Company, 

Intercontinental Exchange, Inc. (‘‘ICE’’) 

June 21, 2022. 

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

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on June 15, 

2022, the NYSE Chicago, Inc. (‘‘NYSE 

Chicago’’ or the ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (‘‘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 

The Exchange proposes to amend the 

certificate of incorporation and bylaws 

of its ultimate parent company, 

Intercontinental Exchange, Inc., to 

eliminate the supermajority voting 

provisions for amending the certificate 

of incorporation and bylaws, provide 

that special meetings of ICE’s 

stockholders may be called at the 

request of holders of in the aggregate at 

least 20% of the outstanding shares of 

ICE’s common stock, and make certain 

non-substantive and conforming 

changes. The proposed rule change is 

available on the Exchange’s website at 

www.nyse.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 those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts 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 

ICE’s Fifth Amended and Restated 

Certificate of Incorporation (the ‘‘ICE 

Certificate’’) and Eighth Amended and 

Restated Bylaws (the ‘‘ICE Bylaws’’) to 

(a) eliminate the supermajority voting 

provisions for amending the certificate 

of incorporation and bylaws, (b) provide 

that special meetings of ICE’s 

stockholders may be called at the 

request of holders of in the aggregate at 

least 20% of the outstanding shares of 

ICE’s common stock, and (c) make 

certain non-substantive and conforming 

changes. 

The Exchange proposes that the 

amendments would be effective upon 

the amended ICE Certificate being filed 

with the Secretary of State of the State 

of Delaware. 

Eliminating Supermajority Voting 

Provisions 

Certain of the amendments to the ICE 

Certificate would eliminate the 

supermajority voting provisions for 

amending the ICE Certificate and ICE 

Bylaws. The changes are proposed in 

response to the receipt of a stockholder 

proposal on October 24, 2020 that was 

approved at ICE’s Annual Stockholder 

Meeting on May 14, 2021. The changes 

subsequently were approved by the ICE 

Board of Directors on March 4, 2022, 

and by the ICE stockholders on May 13, 

2022, in each case subject to filing with 

the Securities and Exchange 

Commission (‘‘Commission’’). 

Under the current ICE Certificate, no 

adoption, amendment or repeal of any 

Bylaw by action of stockholders may be 

effective unless approved by the 

affirmative vote of holders of not less 

than 662⁄3% of the outstanding shares of 

common stock entitled to vote thereon. 

The proposed changes would amend the 


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