[Federal Register Volume 80, Number 3 (Tuesday, January 6, 2015)]
[Notices]
[Pages 551-553]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-30899]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73963; File No. SR-NYSEArca-2014-141]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Amending the Bylaws 
of the Exchange's Ultimate Parent Company, Intercontinental Exchange, 
Inc., To Designate Its Chief Strategic Officer, Chief Technology 
Officer and General Counsel as ``Senior Officers'' of ICE

December 30, 2014.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that, on December 29, 2014, NYSE Arca, Inc. (the ``Exchange'' or ``NYSE 
Arca'') 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The Exchange proposes to amend the Bylaws (the ``ICE Bylaws'') of 
the Exchange's ultimate parent company, Intercontinental Exchange, Inc. 
(``ICE''), to designate its Chief Strategic Officer, Chief Technology 
Officer and General Counsel as ``Senior Officers'' of ICE. The text of 
the proposed rule change is available on the Exchange's Web site 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.

[[Page 552]]

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange seeks approval for its ultimate parent entity ICE \3\ 
to amend the ICE Bylaws to designate its Chief Strategic Officer, Chief 
Technology Officer and General Counsel (each, a ``Designated Officer'' 
and together, the ``Designated Officers'') as ``Senior Officers'' of 
ICE. Each Designated Officer was a Senior Officer under the ICE Bylaws 
prior to the acquisition by ICE of NYSE Euronext in 2013 because each 
also was a Senior Vice President. Under the ICE Bylaws, all Senior Vice 
Presidents are Senior Officers. As Senior Officers, the Designated 
Officers were entitled under Article X, Section 10.6 of the ICE Bylaws 
to indemnification by ICE against certain actions, suits and 
proceedings.
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    \3\ ICE owns 100% of the equity interest in ICE Holdings, Inc. 
(``ICE Holdings''), which in turn owns 100% of the equity interest 
in NYSE Holdings, LLC (``NYSE Holdings''). NYSE Holdings owns 100% 
of the equity interest of NYSE Group, Inc., which in turn directly 
or indirectly owns 100% of the equity interest of three registered 
national securities exchanges and self-regulatory organizations--the 
Exchange, the New York Stock Exchange, LLC (``NYSE'') and NYSE MKT 
LLC (``NYSE MKT'').
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    Upon consummation of the acquisition of NYSE Euronext, the three 
titles were streamlined and the term ``Senior Vice President'' was 
eliminated. Specifically, the officer whose former title was ``Senior 
Vice President, Chief Strategic Officer'' is now ``Chief Strategic 
Officer''; the officer whose former title was ``Senior Vice President, 
Chief Technology Officer'' is now ``Chief Technology Officer''; and the 
officer whose title was formerly ``Senior Vice President, General 
Counsel'' is now ``General Counsel''. The proposed amendment to the ICE 
Bylaws would assure that the Designated Officers continue to be 
identified as ``Senior Officers'' of ICE and therefore eligible for 
indemnification under Article X, Section 10.6 of the ICE Bylaws. The 
proposed rule change would not extend the indemnification provisions of 
the ICE Bylaws to any officers that were not historically indemnified 
nor would it alter the scope of the indemnity provided.\4\
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    \4\ The Exchange's affiliates the NYSE and NYSE MKT have also 
submitted the same proposed rule filing in connection with the ICE 
Bylaw amendment.
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    Under the proposed amendment, Section 5.1 of the ICE Bylaws would 
be amended to identify by title additional officers that the board of 
directors may choose, specifically a Chief Strategic Officer, a Chief 
Technology Officer and a General Counsel (the ``Designated Officers''). 
Section 5.1 would also be amended to expand the definition of the term 
``Senior Officer'' to include the Designated Officers and any other 
officer designated a ``Senior Officer'' by the Board or the 
Compensation Committee of the Board from time to time in its sole 
discretion. The amendments also would provide that any employee deemed 
an officer of the Corporation under Section 16 of the Exchange Act \5\ 
will be deemed a Senior Officer for purposes of the Bylaws.\6\
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    \5\ 15 U.S.C. 78p.
    \6\ A copy of the proposed amendment to the ICE Bylaws is 
attached as Exhibit 5A. An extract from the resolutions adopted by 
the ICE board of directors on February 28, 2014 authorizing the 
proposed amendment is attached as Exhibit 5B.
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2. Statutory Basis
    The Exchange believes that this filing is consistent with Section 
6(b) of the Exchange Act,\7\ in general, and Section 6(b)(5) of the 
Exchange Act,\8\ in particular, because the proposed rule change 
summarized herein would be consistent with and facilitate 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 system and, in general, to 
protect investors and the public interest. The clarification of the 
right to indemnification will enhance the ability of the Designated 
Officers to carry out their responsibilities as officers of ICE, 
including their responsibilities under the Exchange Act.
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
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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 in the U.S. or 
European securities markets or have any impact on competition in those 
markets; rather, the clarification of the right to indemnification will 
enhance the ability of the Designated Officers to carry out their 
responsibilities as such, including their responsibilities under the 
Exchange Act.

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 \9\ and Rule 19b-4(f)(6) thereunder.\10\ 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 and Rule 19b-4(f)(6) thereunder.\11\
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    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(6).
    \11\ 17 CFR 240.19b-4(f)(6). In addition, 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, along 
with a brief description and the 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 Commission has waived the five-day prefiling 
requirement in this case.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \12\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \13\ permits the 
Commission to 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 
the proposal may become operative immediately upon filing. The 
Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest 
because the clarification of the right to indemnification may enhance 
the ability of the relevant officers of ICE to carry out their 
responsibilities as such, including their responsibilities under the 
Exchange Act, without delay. Therefore, the Commission hereby waives 
the operative delay and designates the proposed rule change operative 
upon filing.\14\
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    \12\ 17 CFR 240.19b-4(f)(6).
    \13\ 17 CFR 240.19b-4(f)(6)(iii).
    \14\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).

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[[Page 553]]

    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 to 
determine whether the proposed rule 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

    <bullet> Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#4133342d246c222e2c2c242f3532013224226f262e37"><span class="__cf_email__" data-cfemail="a5d7d0c9c088c6cac8c8c0cbd1d6e5d6c0c68bc2cad3">[email protected]</span></a>. Please include 
File Number SR-NYSEArca-2014-141 on the subject line.

Paper Comments

    <bullet> Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2014-141. 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 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 
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available 
for inspection and copying at the principal office of the Exchange. 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-NYSEArca-2014-141, and 
should be submitted on or before January 27, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2014-30899 Filed 1-5-15; 8:45 am]
BILLING CODE 8011-01-P


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