60844 Federal Register / Vol. 75, No. 190 / Friday, October 1, 2010 / Notices 

9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Changes are marked to the rule text that appears 

in the electronic manual of Nasdaq found at 

http://nasdaqomx.cchwallstreet.com. 

4 15 U.S.C. 78f(b)(10). 

5The Commission notes that the FINRA rule, and 

by reference Nasdaq’s rule, only allows a member 

to follow the rules of another SRO of which it is 

a member, provided that the records of the member 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–FINRA–2010–048 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, Station Place, 100 F Street, 

NE., Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–FINRA–2010–048. This file 

number should be included on the 

subject line if e-mail 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 Web site (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 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 

a.m. and 3 p.m. Copies of such filing 

also will be available for inspection and 

copying at the principal office of 

FINRA. All comments received will be 

posted without change; the Commission 

does not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make publicly available. All 

submissions should refer to File 

Number SR–FINRA–2010–048 and 

should be submitted on or before 

October 22, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–24675 Filed 9–30–10; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–62992; File No. SR– 

NASDAQ–2010–114] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Order Granting Accelerated 

Approval of Proposed Rule Change To 

Prohibit Members From Voting 

Uninstructed Shares on Certain 

Matters 

September 24, 2010. 

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 

September 14, 2010, The NASDAQ 

Stock Market LLC (‘‘Nasdaq’’ or 

‘‘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 

substantially prepared by Nasdaq. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons and is 

approving the proposed rule change on 

an accelerated basis. 

I. Self-Regulatory Organization’s 

Statement of the Terms of the Substance 

of the Proposed Rule Change 

Nasdaq proposes to modify Rule 2251 

to prohibit members from voting on the 

election of a member of the board of 

directors of an issuer (except for a vote 

with respect to the uncontested election 

of a member of the board of directors of 

any investment company registered 

under the Investment Company Act of 

1940), executive compensation, or any 

other significant matter, as determined 

by the Commission, unless instructed by 

the beneficial owner of the shares. The 

text of the proposed rule change is 

below. Proposed new language is in 

italics; proposed deletions are in 

brackets.3

2251. Forwarding of Proxy and Other 

Issuer-Related Materials 

(a)–(c) No change. 

(d) Notwithstanding the foregoing, a 

Nasdaq Member that is not the 

beneficial owner of a security registered 

under Section 12 of the Act is prohibited 

from granting a proxy to vote the 

security in connection with a 

shareholder vote on the election of a 

member of the board of directors of an 

issuer (except for a vote with respect to 

the uncontested election of a member of 

the board of directors of any investment 

company registered under the 

Investment Company Act of 1940), 

executive compensation, or any other 

significant matter, as determined by the 

Commission, by rule, unless the 

beneficial owner of the security has 

instructed the member to vote the proxy 

in accordance with the voting 

instructions of the beneficial owner. 

* * * * * 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

Nasdaq 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 III below. Nasdaq 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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Section 957 of the Dodd-Frank Wall 

Street Reform and Consumer Protection 

Act (the ‘‘Dodd-Frank Act’’) adopted 

new Section 6(b)(10) of the Securities 

Exchange Act.4 This new provision 

requires all national securities 

exchanges to adopt rules that prohibit 

their members from voting on the 

election of a member of the board of 

directors of an issuer (except for a vote 

with respect to the uncontested election 

of a member of the board of directors of 

any investment company registered 

under the Investment Company Act of 

1940), executive compensation, or any 

other significant matter, as determined 

by the Commission, unless the member 

receives voting instructions from the 

beneficial owner of the shares. 

NASDAQ Rule 2251 governs when 

NASDAQ members may vote shares 

held for customers by adopting the 

FINRA rule on this point. The FINRA 

rule, in turn, prohibits members from 

voting any uninstructed shares, but also 

permits the member to follow the rules 

of another SRO instead.5 In order to 


emcdonald on DSK2BSOYB1PROD with NOTICES
Federal Register / Vol. 75, No. 190 / Friday, October 1, 2010 / Notices 60845 

clearly indicate the procedure it is following. See 

FINRA Rule 2251(c)(2). 

6 15 U.S.C. 78f. 

7 15 U.S.C. 78f(b)(10). 

8 In approving this rule change, the Commission 

notes that it has considered the proposed rule’s 

impact on efficiency, competition, and capital 

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

9 15 U.S.C. 78f(b)(10). 

10 15 U.S.C. 78f(b)(5). 

11See S. Rep. No. 111–176, at 136 (2010). 

assure compliance, in all cases, with 

newly adopted Section 6(b)(10), 

NASDAQ proposes to modify Rule 2251 

to provide that in no event could a 

member vote uninstructed shares on the 

election of a member of the board of 

directors of an issuer (except for a vote 

with respect to the uncontested election 

of a member of the board of directors of 

any investment company registered 

under the Investment Company Act of 

1940), executive compensation, or any 

other significant matter, as determined 

by the Commission, unless instructed by 

the beneficial owner of the shares. 

2. Statutory Basis 

Nasdaq believes that the proposed 

rule change is consistent with the 

provisions of Section 6 of the Act,6 in 

general and with Section 6(b)(10) of the 

Act,7 in particular. Section 6(b)(10) 

requires that a national securities 

exchange’s rules must prohibit any 

member that is not the beneficial owner 

of a security registered under Section 12 

from granting a proxy to vote the 

security in connection with a 

shareholder vote on the election of a 

member of the board of directors of an 

issuer (except for a vote with respect to 

the uncontested election of a member of 

the board of directors of any investment 

company registered under the 

Investment Company Act of 1940), 

executive compensation, or any other 

significant matter, as determined by the 

Commission. The proposed rule change 

will adopt the prohibition required by 

Section 6(b)(10). 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Nasdaq does not believe that the 

proposed rule change will result in any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. 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 e-mail to rulecomments@sec.gov. Please include File 

Number SR–NASDAQ–2010–114 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NASDAQ–2010–114. This 

file number should be included on the 

subject line if e-mail 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 Web site (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 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 

a.m. and 3 p.m. Copies of such filing 

also will be available for inspection and 

copying at the principal office of 

Nasdaq. All comments received will be 

posted without change; the Commission 

does not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–NASDAQ–2010–114 and 

should be submitted on or before 

October 22, 2010. 

IV. Commission’s Findings and Order 

Granting Accelerated Approval of the 

Proposed Rule Change 

In its filing, Nasdaq requested that the 

Commission approve the proposal on an 

accelerated basis so that the Exchange 

could immediately comply with the 

requirements imposed by the DoddFrank Act. After careful consideration, 

the Commission finds that the proposed 

rule change is consistent with the 

requirements of the Act and the rules 

and regulations thereunder applicable to 

a national securities exchange.8

The Commission believes that the 

proposal is consistent with Section 

6(b)(10) 9 of the Act, which requires that 

national securities exchanges adopt 

rules prohibiting members that are not 

beneficial holders of a security from 

voting uninstructed proxies with respect 

to the election of a member of the board 

of directors of an issuer (except for 

uncontested elections of directors for 

companies registered under the 

Investment Company Act), executive 

compensation, or any other significant 

matter, as determined by the 

Commission by rule. The Commission 

also believes that the proposal is 

consistent with Section 6(b)(5) 10 of the 

Act, which provides, among other 

things, that the rules of the Exchange 

must be designed to promote just and 

equitable principles of trade, remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest, and are not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Commission believes that the 

proposal is consistent with Section 

6(b)(10) of the Act because it adopts 

revisions that comply with that section. 

As noted in the accompanying Senate 

Report, Section 957, which adopts 

Section 6(b)(10), reflects the principle 

that ‘‘final vote tallies should reflect the 

wishes of the beneficial owners of the 

stock and not be affected by the wishes 

of the broker that holds the shares.’’ 11

The proposed rule change will make 

Nasdaq compliant with the new 

requirements of Section 6(b)(10) by 

specifically prohibiting, in Nasdaq’s 

rule language, broker-dealers, who are 

not beneficial owners of a security, from 

voting uninstructed shares in 

connection with a shareholder vote on 

the election of a member of the board of 

directors of an issuer (except for a vote 

with respect to the uncontested election 

of a member of the board of directors of 

any investment company registered 

under the Investment Company Act of 

1940), executive compensation, or any 

other significant matter, as determined 

by the Commission by rule, unless the 

member receives voting instructions 


emcdonald on DSK2BSOYB1PROD with NOTICES
60846 Federal Register / Vol. 75, No. 190 / Friday, October 1, 2010 / Notices 

12The Commission has not, to date, adopted rules 

concerning other significant matters where 

uninstructed broker votes should be prohibited, 

although it may do so in the future. Should the 

Commission adopt such rules, we would expect 

Nasdaq to adopt coordinating rules promptly to 

comply with the statute. 

13As the Commission stated in approving NYSE 

rules prohibiting broker voting in the election of 

directors, having those with an economic interest in 

the company vote the shares, rather than the broker 

who has no such economic interest, furthers the 

goal of enfranchising shareholders. See Securities 

Exchange Act Release No. 60215 (July 1, 2009), 74 

FR 33293 (July 10, 2009) (SR–NYSE–2006–92). 

14 15 U.S.C. 78s(b)(2). 

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

16 17 CFR 200.30–3(a)(12). 

from the beneficial owner of the 

shares.12

The Commission believes that the 

proposal is consistent with Section 

6(b)(5) of the Act because the proposal 

will further investor protection and the 

public interest by assuring that 

shareholder votes on the election of the 

board of directors of an issuer (except 

for a vote with respect to the 

uncontested election of a member of the 

board of directors of any investment 

company registered under the 

Investment Company Act of 1940) and 

on executive compensation matters are 

made by those with an economic 

interest in the company, rather than by 

a broker that has no such economic 

interest, which should enhance 

corporate governance and accountability 

to shareholders.13

Based on the above, the Commission 

finds that the Nasdaq proposal will 

further the purposes of Sections 6(b)(5) 

and 6(b)(10) of the Act because it should 

enhance corporate accountability to 

shareholders while also serving to fulfill 

the Congressional intent in adopting 

Section 6(b)(10) of the Act. 

The Commission also finds good 

cause, pursuant to Section 19(b)(2) of 

the Act,14 for approving the proposed 

rule change prior to the 30th day after 

the date of publication of notice in the 

Federal Register. Section 6(b)(10) of the 

Act, enacted under Section 957 of the 

Dodd-Frank Act, does not provide for a 

transition phase, and requires rules of 

national securities exchanges to prohibit 

broker voting on the election of a 

member of the board of directors of an 

issuer (except for a vote with respect to 

the uncontested election of a member of 

the board of directors of any investment 

company registered under the 

Investment Company Act of 1940), 

executive compensation, or any other 

significant matter, as determined by the 

Commission by rule. The Commission 

believes that good cause exists to grant 

accelerated approval to the Exchange’s 

proposal, because it will conform 

Nasdaq Rule 2251 to the requirements of 

Section 6(b)(10) of the Act. 

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,15 that the 

proposed rule change (SR–Nasdaq– 

2010–114) be, and it hereby is, approved 

on an accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–24606 Filed 9–30–10; 8:45 am] 

BILLING CODE 8010–01–P 

DEPARTMENT OF STATE 

[Public Notice 7164] 

Notice of Intent To Establish the 

President’s Emergency Plan for AIDS 

Relief (PEPFAR) Scientific Advisory 

Board, Hereinafter Referred to as ‘‘the 

Board’’ 

SUMMARY: This is a notice of intent to 

establish The President’s Emergency 

Plan for AIDS Relief (PEPFAR) 

Scientific Advisory Board, hereinafter 

referred to as ‘‘the Board.’’ 

The Board serves the Global AIDS 

Coordinator (‘‘the Coordinator’’) in a 

solely advisory capacity concerning 

scientific, implementation, and policy 

issues related to the global response to 

HIV/AIDS. These issues will be of 

concern as they influence the priorities 

and direction of PEPFAR evaluation and 

research, the content of national and 

international strategies and 

implementation, and the role of 

PEPFAR in the international discourse 

regarding appropriate and resourced 

responses. 

The Board will be composed of 25 to 

30 members appointed by the 

Coordinator, representing U.S. 

Government and non-U.S. Government 

personnel. The membership will be 

representative of the HIV/AIDS 

community, academia, international 

experts, partner government 

representatives, multilateral and 

bilateral agency representatives, 

foundations, advocates, and nongovernmental organizations. Members 

who are not U.S. employees will be 

representative members. 

Public notice of all meetings of the 

Panel will be provided in the Federal 

Register in accordance with the FACA. 

FOR FURTHER INFORMATION CONTACT: Paul 

D. Bouey, Office of the U.S. Global AIDS 

Coordinator, Washington, DC 20037, 

BoueyPD@state.gov. 

This certification will be published in 

the Federal Register. 

Dated: September 27, 2010. 

Paul D. Bouey, 

Deputy Coordinator, Office of the U.S. Global 

AIDS Coordinator, Department of State. 

[FR Doc. 2010–24691 Filed 9–30–10; 8:45 am] 

BILLING CODE 4710–10–P 

DEPARTMENT OF STATE 

[Public Notice: 7184] 

Bureau of Consular Affairs; 

Registration for the Diversity 

Immigrant (DV–2012) Visa Program 

AGENCY: Department of State. 

ACTION: Notice. 

SUMMARY: This public notice provides 

information on how to apply for the 

DV–2012 Program. This notice is issued 

pursuant to 22 CFR 42.33(b)(3) which 

implements sections 201(a)(3), 201(e), 

203(c) and 204(a)(1)(I) of the 

Immigration and Nationality Act, as 

amended, (8 U.S.C. 1151, 1153, and 

1154(a)(1)(I)). 

Instructions for the 2012 Diversity 

Immigrant Visa Program (DV–2012) 

The congressionally mandated 

Diversity Immigrant Visa Program is 

administered on an annual basis by the 

Department of State and conducted 

under the terms of Section 203(c) of the 

Immigration and Nationality Act (INA). 

Section 131 of the Immigration Act of 

1990 (Pub. L. 101–649) amended INA 

203 and provides for a class of 

immigrants known as ‘‘diversity 

immigrants.’’ Section 203(c) of the INA 

provides a maximum of 55,000 Diversity 

Visas (DV) each fiscal year to be made 

available to persons from countries with 

low rates of immigration to the United 

States. 

The annual DV program makes 

permanent residence visas available to 

persons meeting the simple, but strict, 

eligibility requirements. A computergenerated random lottery drawing 

chooses selectees for Diversity Visas. 

The visas are distributed among six 

geographic regions with a greater 

number of visas going to regions with 

lower rates of immigration, and with no 

visas going to nationals of countries 

sending more than 50,000 immigrants to 

the United States over the period of the 

past five years. Within each region, no 

single country may receive more than 

seven percent of the available Diversity 

Visas in any one year. 

For DV–2012, natives of the following 

countries are not eligible to apply 

because the countries sent a total of 


emcdonald on DSK2BSOYB1PROD with NOTICES