[Federal Register Volume 78, Number 239 (Thursday, December 12, 2013)]
[Notices]
[Pages 75633-75642]
[FR Doc No: 2013-29616]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71019; File No. SR-BSECC-2013-001]

Self-Regulatory Organizations; Boston Stock Exchange Clearing
Corporation; Notice of Filing of Proposed Rule Change To Amend the
Restated Certificate of Incorporation and By-Laws of The NASDAQ OMX
Group, Inc.

December 6, 2013.
    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 November 27, 2013, the Boston Stock Exchange Clearing
Corporation (``BSECC'') filed with the Securities and Exchange
Commission (``SEC'' or ``Commission'') the proposed rule change as
described in Items I, II and III, below, which Items have been prepared
by BSECC. The Commission is publishing this notice to solicit comments
on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    BSECC is filing this proposed rule change with respect to
amendments of the Restated Certificate of Incorporation (the
``Charter'') and By-Laws (the ``By-Laws'') of its parent corporation,
The NASDAQ OMX Group, Inc. (``NASDAQ

OMX'' or the ``Company''). The proposed amendments will be implemented
on a date designated by NASDAQ OMX following approval by the
Commission. The text of the proposed rule change is available on
BSECC's Web site at http://nasdaqomxbx.cchwallstreet.com, at the
principal office of BSECC, 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, BSECC 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 IV below. BSECC 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
    NASDAQ OMX is proposing to make certain amendments to its Charter
and By-Laws.
(i) Background
    At NASDAQ OMX's 2012 annual meeting held on May 22, 2012, NASDAQ
OMX's stockholders considered two proposals submitted by individual
stockholders. The first proposal, which passed with 68% of the votes
cast, requested that NASDAQ OMX's Board take steps to replace each
supermajority voting standard in the Charter and By-Laws \3\ with a
voting standard requiring a ``majority of votes cast.'' The second
proposal, which did not pass but received 49% of the votes cast,
requested that NASDAQ OMX's Board take steps to enable stockholders
having at least one-tenth of NASDAQ OMX's voting power to call a
special meeting of stockholders.
---------------------------------------------------------------------------

    \3\ These provisions, which are described further below, require
the affirmative vote of at least 66\2/3\% of the total voting power
of the outstanding shares of NASDAQ OMX's capital stock to approve
certain actions.
---------------------------------------------------------------------------

    Following the 2012 annual meeting, the Nominating & Governance
Committee of NASDAQ OMX's Board reviewed the voting results on the two
stockholder proposals and discussed the stockholder voting standards
and rights contemplated by the Charter and By-Laws. Following this
review, the Nominating & Governance Committee recommended to the Board,
and the Board approved, certain changes to the Charter and By-Laws to
address the two stockholder proposals and make other changes. NASDAQ
OMX now proposes to make these changes, which are described further
below.
(ii) Proposed Amendments to Charter
(a) Removal and Replacement of Supermajority Voting Requirements
    To respond to feedback from its stockholders, NASDAQ OMX proposes
to replace each supermajority voting requirement in the Charter with a
``majority of outstanding shares'' voting requirement. The Charter
currently includes the following three supermajority voting
requirements.
     Removal of Directors. Article Fifth, Paragraph D provides
that, except for directors elected by the holders of any series of
preferred stock, any director, or the entire Board, may be removed from
office at any time, but only by the affirmative vote of at least 66\2/
3\% of the total voting power of the outstanding shares of NASDAQ OMX's
capital stock entitled to vote generally in the election of directors
(the ``Voting Stock''), voting together as a single class.
     Adoption, Alteration, Amendment and Repeal of By-Laws.
Article Eighth, Paragraph A provides that the affirmative vote of the
holders of at least 66\2/3\% of the total voting power of the
outstanding Voting Stock, voting together as a single class, shall be
required in order for the stockholders to adopt, alter, amend or repeal
any By-Law.
     Adoption, Alteration, Amendment and Repeal of Certain
Charter Provisions. Article Ninth, Paragraph A provides that the
affirmative vote of the holders of at least 66\2/3\% of the voting
power of the outstanding Voting Stock, voting together as a single
class, shall be required to amend, repeal or adopt any provision
inconsistent with paragraph C of Article Fourth,\4\ Article Fifth,\5\
Article Seventh,\6\ Article Eighth,\7\ or Article Ninth of the
Charter.\8\
---------------------------------------------------------------------------

    \4\ Paragraph C of Article Fourth sets forth the 5% voting
limitation, which provides that holders of NASDAQ OMX's voting
securities may not cast votes in excess of 5% of NASDAQ OMX's
outstanding voting securities. To be clear, NASDAQ OMX is not
proposing any change to the 5% voting limitation itself. NASDAQ OMX
only proposes that any future amendment of the 5% voting limitation
will require the approval of stockholders holding a majority of the
outstanding shares, rather than stockholders holding 66\2/3\% of the
outstanding shares.
    \5\ Article Fifth includes certain provisions relating to the
Board, such as Board size and director elections.
    \6\ Article Seventh prohibits stockholder action by written
consent.
    \7\ Article Eighth establishes the procedures to adopt, alter,
amend or repeal the By-Laws.
    \8\ Article Ninth establishes the procedures to adopt, alter,
amend or repeal the Charter.
---------------------------------------------------------------------------

    In each of the three provisions described above, NASDAQ OMX
proposes to remove the requirement for an affirmative vote of at least
66\2/3\% of the total voting power of the Voting Stock and replace it
with a voting standard requiring the affirmative vote of a majority of
the outstanding Voting Stock. In developing this proposal, NASDAQ OMX
considered the relative weight of the arguments for and against
supermajority voting requirements. Historically, supermajority voting
requirements have protected corporations against coercive takeover
tactics by requiring broad stockholder support for certain types of
transactions or governance changes. However, in recent years, corporate
governance standards have evolved, and many stockholder rights
advocates argue that supermajority voting requirements limit
stockholders' participation in corporate governance. NASDAQ OMX
believes that while it is important to protect against coercive
takeover tactics, it is also critically important to obtain stockholder
input and respond to stockholder concerns about corporate governance.
    NASDAQ OMX believes that the proposed ``majority of outstanding
shares'' voting requirement will continue to provide some protection
against proposals that are harmful to the stockholders. While this
requirement is less difficult to satisfy than a supermajority voting
requirement, it is more difficult to satisfy than a ``majority of votes
cast'' requirement, which NASDAQ OMX considered as an alternate option.
NASDAQ OMX believes that a ``majority of outstanding shares'' standard
is a balanced outcome that responds to stockholder feedback while
appropriately maintaining NASDAQ OMX's defensive posture against
hostile takeovers.
(b) Non-Substantive Changes
    NASDAQ OMX also proposes to amend and restate the Charter to make
other non-substantive changes. Specifically, the proposal deletes
obsolete references to the following:
     The 3.75% Series A Convertible Notes due 2012 and the
3.75% Series B Convertible Notes due 2012, which are no longer
outstanding, in Article Fourth, Paragraph C and Article Eleventh;

     a voting trust agreement, which is no longer in effect, in
Article Fourth, Paragraph C(3)(b)(iii);
     ownership of NASDAQ OMX securities by the National
Association of Securities Dealers, Inc., certain affiliates of Hellman
& Friedman LLC, and certain affiliates of Silver Lake, none of which
currently own any NASDAQ OMX securities, in Article Fourth, Paragraph
C(6); \9\ and
---------------------------------------------------------------------------

    \9\ NASDAQ OMX notes that the remaining text of Article Fourth,
Paragraph C(6) of the Charter includes an obsolete cross-reference
to Section 6(b) of Article Fourth, Paragraph C in the second
sentence, which begins ``The Board, however, may not approve an
exemption under Section 6(b). . . .'' NASDAQ OMX cannot correct this
cross-reference, which should refer to Section 6 without further
reference to a subsection (b), without seeking further approval of
its stockholders, which would require NASDAQ OMX to call and hold a
stockholder meeting. Generally, NASDAQ OMX holds stockholder
meetings, which are time consuming and expensive, only once or twice
a year. Moreover, it is atypical of a large public company like
NASDAQ OMX to submit a proposal to its stockholders solely to
correct a cross-reference in its Charter. However, NASDAQ OMX
believes, following consultation with outside counsel, that it is
clear, based on the drafting history of this provision, that the
intent of the cross-reference is to refer to Section 6 of Article
Fourth, Paragraph C of the Charter. In other words, the second
sentence of Article Fourth, Paragraph C(6) should read: ``The Board,
however, may not approve an exemption under Section 6: (i) for a
registered broker or dealer or an Affiliate thereof or (ii) an
individual or entity that is subject to a statutory disqualification
under Section 3(a)(39) of the Exchange Act.'' Under no circumstances
will NASDAQ OMX read the obsolete cross-reference to imply that the
Board could grant an exemption to the ownership limitation in
Article Fourth, Paragraph C(6) of the Charter for a registered
broker or dealer or an Affiliate thereof, or an individual or entity
that is subject to a statutory disqualification under Section
3(a)(39) of the Exchange Act. NASDAQ OMX also notes that it is
proposing amendments to Section 12.5 of the By-Laws to eliminate
cross-references to subsection (b) of Article Fourth, Paragraph C(6)
of the Charter. Finally, NASDAQ OMX notes that there are some
differences in language between the second sentence of Article
Fourth, Paragraph C(6) of the Charter and the second sentence of
Section 12.5 of the By-Laws. To the extent that these differences
would cause a difference in interpretation, NASDAQ OMX notes,
following consultation with outside counsel, that the Charter
language shall prevail. As soon as feasible, NASDAQ OMX plans to
present a proposal to the stockholders to conform this provision of
the Charter to the By-Laws.
---------------------------------------------------------------------------

     the phase-out of the classified board structure, which was
complete in 2007, in Article Fifth, Paragraph B.
    In Article Fifth, Paragraph B, the proposal also clarifies that the
election of directors by stockholders shall occur at an annual or
special meeting. The proposal corrects a typographical error in Article
Fifth, Paragraph A and renumbers the provisions of the Charter, where
necessary following the other amendments. Finally, the proposal amends
the introductory and concluding language of the Charter to incorporate
language that will be required under Delaware law when the amended and
restated Charter is filed with the Secretary of State of the State of
Delaware.\10\
---------------------------------------------------------------------------

    \10\ See Sections 242 and 245 of the DGCL.
---------------------------------------------------------------------------

    The amendment and restatement of the Charter to incorporate these
non-substantive changes will simplify and streamline the document.
(iii) Proposed Elimination of Certificate of Designation
    NASDAQ OMX proposes to eliminate its Certificate of Designation,
Preferences and Rights of Series A Convertible Preferred Stock (the
``Series A Convertible Preferred Stock''), and all matters set forth
therein. The Series A Convertible Preferred Stock was created in 2009
to facilitate the conversion of certain notes into common stock.\11\
The Company authorized 2 million shares of the Series A Convertible
Preferred Stock and immediately issued 1.6 million of those shares to
the converting noteholders.
---------------------------------------------------------------------------

    \11\ See Securities Exchange Act Release No. 60845 (October 20,
2009), 74 FR 55078 (October 26, 2009) (SR-BX-2009-061, SR-NASDAQ-
2009-087, SR-Phlx-2009-88); see also Securities Exchange Act Release
No. 61000 (November 13, 2009), 74 FR 61390 (November 24, 2009) (SR-
BSECC-2009-005); see also Securities Exchange Act Release No. 61001
(November 13, 2009), 74 FR 61391 (November 24, 2009) (SR-SCCP-2009-
04).
---------------------------------------------------------------------------

    In 2010, following stockholder approval, all 1.6 million issued
shares of the Series A Convertible Preferred Stock were converted into
common stock. Since then, no shares of the Series A Convertible
Preferred Stock have been outstanding, and the Company has no intention
to issue further shares of this series.
    As a clean-up matter, the Company seeks to file a certificate of
elimination with the Secretary of State of the State of Delaware to
eliminate the Series A Convertible Preferred Stock. Under Delaware law,
a certificate of elimination is deemed to be an amendment to NASDAQ
OMX's Charter; however, since the amendment is limited in scope, it
does not require the approval of NASDAQ OMX's stockholders.\12\
---------------------------------------------------------------------------

    \12\ See Section 151(g) of the DGCL.
---------------------------------------------------------------------------

(iv) Proposed Amendments to the By-Laws
(a) Special Meetings of Stockholders
    Current Section 3.2 of NASDAQ OMX's By-Laws provides that only
NASDAQ OMX may call special meetings of its stockholders.\13\ To
respond to feedback from its stockholders, as discussed above, NASDAQ
OMX proposes to delete this provision and replace it with language that
will allow NASDAQ OMX's stockholders to call special meetings after
following particular procedures. Similar to the elimination of
supermajority voting requirements, which is discussed above, the
implementation of the right of stockholders to call a special meeting
has received recent attention from investor and corporate governance
advocates. These advocates argue that such a right will enable
stockholders to raise and act on matters that arise between annual
meetings.
---------------------------------------------------------------------------

    \13\ Under Delaware law, special meetings of a corporation's
stockholders may be called by the board of directors or by such
persons as may be authorized by the certificate of incorporation or
the bylaws. See Section 211(d) of the DGCL.
---------------------------------------------------------------------------

    Following discussions with some of its stockholders, NASDAQ OMX
agrees that it is appropriate to allow stockholders who meet certain
procedural requirements to call a special meeting. In proposing these
procedural requirements, NASDAQ OMX's goals are to ensure timely notice
of a meeting request and to gather sufficient information about the
proposing stockholder(s) and the proposal. Among other things, this
information will ensure that NASDAQ OMX is able to comply with its
disclosure and other requirements under applicable law and that NASDAQ
OMX, its Board and its stockholders are able to assess the proposal
adequately. The proposed procedural requirements are set forth below.
    First, proposed Section 3.2(a) provides that special meetings of
NASDAQ OMX's stockholders may only be called: (i) At any time by NASDAQ
OMX's Board pursuant to a resolution adopted by a majority of the total
number of directors NASDAQ OMX would have if there were no vacancies;
and (ii) by NASDAQ OMX's Corporate Secretary following the receipt of a
written request in proper form for a special meeting (a ``Special
Meeting Request'') by one or more stockholders. Such stockholders (the
``Requisite Holders'') must hold of record, in the aggregate, at least
15 percent of NASDAQ OMX's outstanding shares of capital stock entitled
to vote on matters to be brought before the special meeting (the
``Requisite Percentage''). Such shares must be ``Net Long Shares,''
\14\

and the Requisite Holders must have held the shares continuously for at
least one year as of the date of the Special Meeting Request. Whether
shares constitute Net Long Shares shall ultimately be decided by NASDAQ
OMX's Board in its reasonable determination. The intent of the
requirement for stockholders to maintain a ``net long position'' is to
limit the ability to call a special meeting to stockholders that have
long-term record and economic positions in NASDAQ OMX.
---------------------------------------------------------------------------

    \14\ For purposes of determining Requisite Holders under
proposed Section 3.2, ``Net Long Shares'' shall be limited to the
number of shares beneficially owned, directly or indirectly, by any
stockholder or beneficial owner that constitute such person's ``net
long position'' as defined in Rule 14e-4 under the Act, provided
that (A) for the purposes of this definition, references in the rule
to ``the date the tender offer is first publicly announced or
otherwise made known by the bidder to the holders of the security to
be acquired'' shall be the date of the relevant Special Meeting
Request and all dates in the one year period prior thereto, the
``highest tender offer price or stated amount of the consideration
offered for the subject security'' shall refer to the closing sales
price of NASDAQ OMX's capital stock on NASDAQ on such date (or, if
such date is not a trading day, the next succeeding trading day),
the ``person whose securities are the subject of the offer'' shall
refer to NASDAQ OMX, a ``subject security'' shall refer to the
issued and outstanding voting stock of NASDAQ OMX; and (B) the net
long position of such stockholder shall be reduced by any shares as
to which such person does not have the right to vote or direct the
vote at the proposed special meeting or as to which such person has
entered into a derivative or other agreement, arrangement or
understanding that hedges or transfers, in whole or in part,
directly or indirectly, any of the economic consequences of
ownership of such shares. In addition, to the extent any affiliates
of the stockholder or beneficial owner are acting in concert with
the stockholder or beneficial owner with respect to the calling of
the special meeting, the determination of Net Long Shares may
include the effect of aggregating the Net Long Shares (including any
negative number) of such affiliate or affiliates. See proposed
Section 3.2(a) of the By-Laws.
---------------------------------------------------------------------------

    Proposed Section 3.2(a) also sets forth the procedures for
determining whether a special meeting has been requested by Requisite
Holders representing in aggregate at least the Requisite Percentage if
multiple Special Meeting Requests are delivered to NASDAQ OMX's
Corporate Secretary. Multiple requests will be considered together only
if: (i) Each Special Meeting Request identifies substantially the same
purpose or purposes of the special meeting and substantially the same
matters proposed to be acted on at the requested special meeting (in
each case as determined in good faith by NASDAQ OMX's Board); and (ii)
such Special Meeting Requests have been dated and delivered to NASDAQ
OMX's Corporate Secretary within 60 days of the earliest dated Special
Meeting Request. NASDAQ OMX believes these procedures are reasonable
and clear and notes that they grant only limited discretion to NASDAQ
OMX's Board in determining whether Special Meeting Requests will be
considered together.
    Pursuant to proposed Section 3.2(b), if a Special Meeting Request
is in proper form, NASDAQ OMX's Board shall determine the place, if
any, date and time of the special meeting, and NASDAQ OMX's Corporate
Secretary shall call the special meeting within 120 days after the date
the Special Meeting Request was delivered. However, NASDAQ OMX's Board
may, in lieu of calling a special meeting, present an identical or
substantially similar item of business (a ``Similar Item''),\15\ as
determined in good faith by NASDAQ OMX's Board, for stockholder
approval at any other meeting of the stockholders that is held not less
than 120 days after the delivery of the Special Meeting Request. The
intent of this provision is to save NASDAQ OMX the time and expense of
calling and holding a special meeting if NASDAQ OMX intends to hold a
separate stockholders' meeting within 120 days. In fixing the place, if
any, date and time for any special meeting, NASDAQ OMX's Board may
consider such factors as it deems relevant in its business judgment,
including the nature of the matters to be considered, the facts and
circumstances surrounding any request for a meeting and any plan of the
Board to call an annual meeting or a special meeting.
---------------------------------------------------------------------------

    \15\ Under proposed Section 3.2(b) of the By-Laws, the election
of directors shall be deemed a ``Similar Item'' with respect to all
items of business involving the nomination, election or removal of
directors.
---------------------------------------------------------------------------

    Proposed Section 3.2(c) sets forth certain limitations on Special
Meeting Requests. Specifically, a Special Meeting Request will not be
valid if:
     It relates to an item of business that is not a proper
subject for stockholder action under applicable law;
     it is delivered during the period commencing 90 days prior
to the one-year anniversary of the date of the immediately preceding
annual meeting and ending on the date of the next annual meeting;
     a Similar Item was presented at any meeting of
stockholders held within 120 days prior to the date on which the
Special Meeting Request was delivered; or
     a Similar Item is included in NASDAQ OMX's notice of
meeting as an item of business to be presented at a stockholder's
meeting that has been called but not yet held.
    The Board may adjourn or reschedule any previously scheduled
special meeting of the stockholders. NASDAQ OMX believes the subject
matter limitations set forth in proposed Section 3.2(c) are appropriate
in order to comply with applicable law and to prevent multiple
considerations of the same item of business. NASDAQ OMX believes the
time limits set forth in proposed Section 3.2(c) are appropriate to
ensure that NASDAQ OMX is not required to incur the time and expense of
calling and holding a special meeting of stockholders immediately prior
to an upcoming annual meeting of stockholders or if a Similar Item of
business already has been presented at a recent stockholders' meeting.
    To be in proper form, a Special Meeting Request must comply with
certain requirements, as described further below.\16\ NASDAQ OMX's
Board will have the sole discretion to determine whether a Special
Meeting Request is in proper form.\17\ Proposed Section 3.2(d) sets
forth the requirements for a Special Meeting Request to be in proper
form. These proposed requirements will ensure that NASDAQ OMX has
sufficient information to comply with its disclosure requirements under
applicable law and that the Requisite Holders maintain a sufficient
ownership level through the date of the special meeting. Specifically,
a Special Meeting Request shall:
---------------------------------------------------------------------------

    \16\ See proposed Section 3.2(a) of the By-Laws.
    \17\ Id.
---------------------------------------------------------------------------

     Be in writing, signed by each Requesting Person \18\ and
delivered to NASDAQ OMX's Corporate Secretary at NASDAQ OMX's principal
executive offices;
---------------------------------------------------------------------------

    \18\ ``Requesting Person'' means (i) each Requisite Holder, (ii)
the beneficial owner or beneficial owners, if different, on whose
behalf the Special Meeting Request is being delivered to NASDAQ
OMX's Corporate Secretary and (iii) any affiliate or associate of
such stockholder or beneficial owner. See proposed Section 3.2(e) of
the By-Laws.
---------------------------------------------------------------------------

     set forth certain information with respect to (i) each
person the Requesting Person proposes to nominate for director, (ii)
any business the Requesting Person proposes to bring before the meeting
and (iii) each Requesting Person; \19\ and
---------------------------------------------------------------------------

    \19\ The information required is the same information required
from Proposing Persons with respect to nominations or items of
business to be brought before an annual meeting of stockholders and
is described in detail in Section (iv)(b) below.
---------------------------------------------------------------------------

     include (i) an agreement by each Requisite Holder to
immediately deliver written notice to NASDAQ OMX's Corporate Secretary
in the case of any disposition, on or prior to the record date for the
special meeting, of any shares of NASDAQ OMX's capital stock held of
record by such Requisite Holder and (ii) an acknowledgement that (1)
any such disposition shall be deemed a revocation of the Special
Meeting Request to the extent of such disposition and (2) if, following
such deemed revocation, the Requisite Holders hold of record, in the
aggregate, less than the Requisite Percentage of the voting power of
all outstanding shares of

NASDAQ OMX's capital stock entitled to vote generally in the election
of directors, NASDAQ OMX shall have no obligation to hold the special
meeting.
    Proposed Section 3.2(f) provides that at any special meeting of the
stockholders, the only business to be conducted or considered will have
been specified in the notice of meeting (or any supplement thereto)
given by or at the direction of NASDAQ OMX's Board or Corporate
Secretary, as the case may be. In any event, however, NASDAQ OMX's
Board may submit its own proposal or proposals for consideration at a
special meeting. Except as otherwise allowed under proposed Section
3.2, stockholders will not be permitted to propose business to be
brought before a special meeting of the stockholders. NASDAQ OMX
believes these provisions are reasonable and necessary to limit the
items of business that may be considered at a special meeting to those
that were proposed by the Company, the Board or stockholders that
comply with the requirements and procedures set forth in the By-Laws.
    Proposed Section 3.2(g) will require the Requisite Holders giving a
Special Meeting Request to further update and supplement the request,
if necessary, so that the information in the request is true and
correct as of the record date for the special meeting and as of the
10th business day prior to the special meeting or any adjournment or
postponement thereof. This requirement will ensure that NASDAQ OMX, its
Board and its other stockholders are notified of changes to the
information they will consider in assessing a proposed item of business
prior to the special meeting. In the case of an update and supplement
required to be made as of the record date, the update and supplement
must be delivered to NASDAQ OMX's Corporate Secretary no later than the
fifth business day after the record date for the special meeting. In
the case of an update and supplement required to be made as of the 10th
business day prior to the special meeting or any adjournment or
postponement thereof, the update and supplement must be delivered to
NASDAQ OMX's Corporate Secretary no later than the eighth business day
prior to the date for the special meeting or, if practical, any
adjournment or postponement thereof (and, if not practicable, on the
first practicable date prior to the date to which the special meeting
has been adjourned or postponed).
    Proposed Section 3.2(h) will allow the Requisite Holders to revoke
a Special Meeting Request by written revocation delivered to NASDAQ OMX
at any time prior to the special meeting requested. However, NASDAQ
OMX's Board will have the discretion to determine whether or not to
proceed with the special meeting. The Board might wish to continue with
the special meeting if, for example, the Company has already spent the
time and expense required to call the meeting or if the agenda for the
meeting includes items other than those proposed in the Special Meeting
Request.
    Finally, NASDAQ OMX proposes to designate as Section 3.2(i)
existing text that sets forth the requirements for stockholders to
submit nominees for election as directors at certain stockholder
meetings. NASDAQ OMX further proposes to make a minor change to this
text to clarify that NASDAQ OMX's Board, rather than the Company
itself, will call a special meeting on behalf of the Company.
(b) Annual Meetings of Stockholders
    Section 3.1 of NASDAQ OMX's By-Laws, which is the ``advance
notice'' provision,\20\ requires stockholders to notify NASDAQ OMX,
during a specified period in advance of an annual meeting, of their
intention to nominate one or more persons for election to the Board or
to present a business proposal for consideration by the stockholders at
the meeting. While designing the proposed procedural requirements for
stockholders to call a special meeting, as outlined above, NASDAQ OMX
evaluated the existing procedural requirements for stockholders to
bring business before an annual meeting. NASDAQ OMX is therefore
proposing changes to some of these procedures to enhance them and
conform them, in some cases, to the procedures relating to special
meetings. Generally, the proposed amendments add requirements for
extensive disclosures by proposing stockholders about themselves, any
proposed nominees for director and any proposed items of business to be
brought before a meeting. The specific amendments are discussed in
detail below.
---------------------------------------------------------------------------

    \20\ ``Advance notice'' provisions allow stockholder(s) to bring
business before an annual meeting of stockholders, but set forth
procedural requirements to ensure that companies and boards have
sufficient information about the proposal and the proposing
stockholder(s), as well as adequate time to consider the proposal,
by requiring the proposing stockholder(s) to give advance notice of
the intention to bring the proposal before the annual meeting.
---------------------------------------------------------------------------

    First, Section 3.1(a) of the By-Laws currently states that
nominations of persons for election to NASDAQ OMX's Board and the
proposal of other business to be considered by the stockholders at an
annual meeting of stockholders may be made only: (i) Pursuant to the
Company's notice of meeting (or any supplement thereto); (ii) by or at
the direction of NASDAQ OMX's Board or its Nominating & Governance
Committee; or (iii) by any stockholder of the Company that meets
certain requirements. These requirements state that the stockholder
must: (i) Be a stockholder of record at the time of delivery of notice
to the Company of nominees or other business to be conducted at the
meeting; (ii) be entitled to vote at the meeting; and (iii) comply with
the notice procedures set forth in the By-Laws. NASDAQ OMX proposes to
add a parenthetical to the requirement that a stockholder must be a
stockholder of record to clarify that a nomination or proposal of other
business may be made on behalf of a beneficial owner, if different from
the stockholder of record, only if the beneficial owner is the
beneficial owner of NASDAQ OMX shares. This modification will clarify
that both record and beneficial owners of NASDAQ OMX stock have the
right to propose nominees or business to be considered at an annual
meeting. NASDAQ OMX further proposes that a stockholder who proposes
nominees or business to be considered at an annual meeting must hold
shares in the Company at the time of the meeting, in addition to the
time of delivery of the required notice to the Company. This will
ensure that a stockholder retains an interest in the Company until the
meeting at which the stockholder's nominee or other business is
considered. Finally, NASDAQ OMX proposes to number the procedural
requirements for stockholders who propose nominees or business to make
them easier to understand.
    Currently, Section 3.1(b) of the By-Laws sets forth the
requirements for a stockholder's notice to NASDAQ OMX of nominations or
other business to be considered at an annual meeting. NASDAQ OMX
proposes certain amendments to this section to ensure that NASDAQ OMX
has sufficient information about such nominations or other business
proposed by a stockholder to enable the Company, the Board and the
other stockholders to assess a position on the nominations or other
business. The additional information requirements will also ensure that
NASDAQ OMX can make adequate disclosures to its stockholders and comply
with requirements under applicable law.
    Specifically, NASDAQ OMX proposes an amendment to the first
paragraph of this section to require a stockholder who provides a
notice relating to a

nomination to include with the notice, a completed and signed
questionnaire, representation and agreement relating to the nominee(s)
for director.\21\ NASDAQ OMX also proposes to require a stockholder who
provides a notice to further update and supplement the notice, if
necessary, so that the information in the notice is true and correct as
of the record date for the annual meeting and as of the 10th business
day prior to the annual meeting or any adjournment or postponement
thereof.\22\ This requirement will ensure that NASDAQ OMX, its Board
and its other stockholders are notified of changes to the information
they will consider in assessing a proposed item of business prior to
the annual meeting. In the case of an update and supplement required to
be made as of the record date, the update and supplement must be
delivered to NASDAQ OMX's Corporate Secretary no later than the fifth
business day after the record date for the annual meeting. In the case
of an update and supplement required to be made as of the 10th business
day prior to the annual meeting or any adjournment or postponement
thereof, the update and supplement must be delivered to NASDAQ OMX's
Corporate Secretary no later than the eighth business day prior to the
date for the annual meeting or, if practicable, any adjournment or
postponement thereof (and, if not practicable, on the first practicable
date prior to the date to which the annual meeting has been adjourned
or postponed).
---------------------------------------------------------------------------

    \21\ The contents of and rationale for the questionnaire,
representation and agreement are discussed further in Section
(iv)(c) below.
    \22\ NASDAQ OMX notes that this proposal is similar to proposed
Section 3.2(g) of the By-Laws, which requires updates and
supplements to a stockholder notice relating to a special meeting.
This proposed change is discussed further in Section (iv)(a) above.
---------------------------------------------------------------------------

    Section 3.1(b)(i) of the By-Laws currently sets forth the
information that a stockholder must provide to NASDAQ OMX about each
person whom the stockholder proposes to nominate for election as a
director. NASDAQ OMX proposes changes to this section to use the
defined term ``Proposing Person'' instead of stockholder,\23\ to
require information with respect to nominees for reelection as well as
nominees for election, to correct a reference to the Act and to add
numbering and other organizational changes to make the requirements
easier to read and understand. NASDAQ OMX also proposes to require the
same information with respect to a proposed nominee that will be
required with respect to a Proposing Person, as discussed further
below. In addition, NASDAQ OMX proposes to add two new informational
requirements for proposed nominees, including:
---------------------------------------------------------------------------

    \23\ ``Proposing Person'' means (i) the stockholder providing
the notice of business or the notice of the nomination, as
applicable, proposed to be brought before an annual meeting, (ii)
any beneficial owner or beneficial owners, if different, on whose
behalf such business is proposed to be brought before the meeting or
the notice of the nomination proposed to be made at the meeting is
made, as applicable, and (iii) any affiliate or associate (each
within the meaning of Rule 12b-2 under the Act for purposes of the
By-Laws) of such stockholder or beneficial owner. See proposed
Section 3.1(c) of the By-Laws.
---------------------------------------------------------------------------

     A description of all direct and indirect compensation and
other material monetary agreements, arrangements and understandings
during the past three years, and any other material relationships,
between or among any Proposing Person, on the one hand, and such
proposed nominee and any of his or her respective affiliates and
associates, on the other hand, including, without limitation, all
information that would be required to be disclosed pursuant to Item 404
under Regulation S-K if such Requesting Person were the ``registrant''
for purposes of such rule and the proposed nominee were a director or
executive officer of such registrant; and
     a completed and signed questionnaire, representation and
agreement.\24\
---------------------------------------------------------------------------

    \24\ The contents of and rationale for the questionnaire,
representation and agreement are discussed further in Section
(iv)(c) below.
---------------------------------------------------------------------------

    Finally, NASDAQ OMX proposes to add a catch-all provision to
Section 3.1(b)(i) of the By-Laws that will allow the Company to require
any proposed nominee to furnish such other information (i) as the
Company may reasonably require to determine the eligibility of such
proposed nominee to serve as a director or (ii) that could be material
to a reasonable stockholder's understanding of the independence, or
lack of independence, of such proposed nominee. NASDAQ OMX believes
that all of the new information requirements included in proposed
Section 3.1(b)(i) are reasonable and necessary in order to assist the
Company in evaluating director eligibility, independence and potential
conflicts of interest.
    Section 3.1(b)(ii) of the By-Laws currently sets forth the
information that a stockholder must provide to NASDAQ OMX about any
business, other than nominations for director, that the stockholder
proposes to bring before an annual meeting. NASDAQ OMX proposes changes
to this section to require that the description of the proposed
business be reasonably detailed, to use the defined term ``Proposing
Person'' instead of stockholder and beneficial owner in certain places
and to add numbering, reordering and other organizational changes to
make the requirements easier to read and understand. NASDAQ OMX also
proposes to add a new requirement for a stockholder to provide a
reasonably detailed description of all contracts, agreements,
arrangements and understandings between or among any of the Proposing
Persons or between or among any Proposing Person in connection with the
proposal. NASDAQ OMX believes this information will be useful in
assessing the aims and incentives of Proposing Persons in proposing
business before an annual meeting.
    Section 3.1(b)(iii) of the By-Laws currently sets forth the
information that a stockholder who proposes nominee(s) for director or
other business to be put forth before an annual meeting must provide to
NASDAQ OMX about such stockholder and the beneficial owner, if any, on
whose behalf the nomination or proposal is made. NASDAQ OMX proposes
changes to this section to use the defined term ``Proposing Person''
instead of stockholder and beneficial owner in certain places and to
add numbering, reordering and other organizational changes to make the
requirements easier to read and understand.
    Relating to the existing requirement in Section 3.1(b)(iii)(B) that
a proposing stockholder describe the class or series and number of
shares of NASDAQ OMX capital stock owned beneficially and of record by
such stockholder and the beneficial owner, NASDAQ OMX proposes to add a
parenthetical stating that beneficial ownership shall be determined
within the meaning of Rule 13d-3 under the Act. NASDAQ OMX also
proposes to state that a Proposing Person shall in all events be deemed
to beneficially own any shares of any class or series of NASDAQ OMX's
capital stock as to which such person has a right to acquire beneficial
ownership at any time in the future. These proposed changes merely
clarify how the concept of beneficial ownership will be interpreted
under this section of the By-Laws.
    Current Section 3.1(b)(iii)(D) requires proposing stockholders to
describe to NASDAQ OMX any agreement, arrangement or understanding
(including any derivative or short positions, profit interests,
options, warrants, convertible securities, stock appreciation or
similar rights, hedging transactions, and borrowed or loaned shares)
that has been entered into as of the date of the notice by the
stockholder

and the beneficial owners with respect to NASDAQ OMX's stock. Given the
increased complexity of such transactions in today's marketplace,
NASDAQ OMX proposes to replace the current language with a similar
requirement for disclosure of any Synthetic Equity Interest,\25\
without regard to whether: (i) The derivative, swap or other
transaction or series of transactions conveys any voting rights in such
shares to the Proposing Person; (ii) the derivative, swap or other
transaction or series of transactions is required to be, or is capable
of being, settled through delivery of such shares; or (iii) the
Proposing Person may have entered into other transactions that hedge or
mitigate the economic effect of such derivative, swap or other
transaction or series of transactions. This proposed provision will
assist NASDAQ OMX, its Board and its other stockholders in
understanding a Proposing Person's full economic interests in NASDAQ
OMX and possible aims and incentives in submitting the proposed
business for consideration at an annual meeting.
---------------------------------------------------------------------------

    \25\ ``Synthetic Equity Interest'' shall mean any derivative,
swap or other transaction (including any short positions, profit
interest, options, warrants, convertible securities, stock
appreciation or similar rights) or series of transactions engaged
in, directly or indirectly, by a Proposing Person, the purpose or
effect of which is to give the Proposing Person economic risk
similar to ownership of shares of any class or series of NASDAQ OMX,
including due to the fact that the value of such derivative, swap or
other transaction or series of transactions is determined by
reference to the price, value or volatility of any shares of any
class or series of NASDAQ OMX, or which derivative, swap or other
transaction or series of transactions provides, directly or
indirectly, the opportunity to profit from any increase in the price
or value of shares of any class or series of NASDAQ OMX. See
proposed Section 3.1(b)(iii)(D) of the By-Laws.
---------------------------------------------------------------------------

    For this same reason, NASDAQ OMX also proposes to add several new
disclosures that a Proposing Person must include in a notice to NASDAQ
OMX regarding nominees or other business to be conducted at an annual
meeting. These include disclosures regarding:
     Any proxy (other than a revocable proxy or consent given
in response to a solicitation made pursuant to, and in accordance with,
Section 14(a) of the Act by way of a solicitation statement filed on
Schedule 14A), agreement, arrangement, understanding or relationship
pursuant to which the Proposing Person has or shares a right to vote
any shares of any class or series of NASDAQ OMX; \26\
---------------------------------------------------------------------------

    \26\ See proposed Section 3.1(b)(iii)(E) of the By-Laws.
---------------------------------------------------------------------------

     any proportionate interest in NASDAQ OMX shares or
Synthetic Equity Interest held, directly or indirectly, by a general or
limited partnership in which the Proposing Person is a general partner
or, directly or indirectly, beneficially owns an interest in a general
partner; \27\
---------------------------------------------------------------------------

    \27\ See proposed Section 3.1(b)(iii)(F) of the By-Laws.
---------------------------------------------------------------------------

     any agreement, arrangement, understanding or relationship,
including any repurchase or similar so-called ``stock borrowing''
agreement or arrangement, entered into or engaged in, directly or
indirectly, by the Proposing Person, the purpose or effect of which is
to mitigate loss to, reduce the economic risk (of ownership or
otherwise) of shares of any class or series of NASDAQ OMX by, manage
the risk of share price changes for, or increase or decrease the voting
power of, the Proposing Person with respect to shares of any class or
series of NASDAQ OMX, or that provides, directly or indirectly, the
opportunity to profit from any decrease in the price or value of shares
of any class or series of NASDAQ OMX (any of the foregoing, a ``Short
Interest''); \28\
---------------------------------------------------------------------------

    \28\ See proposed Section 3.1(b)(iii)(G) of the By-Laws.
---------------------------------------------------------------------------

     any performance-related fees (other than an asset-based
fee) to which the Proposing Person is entitled based on any increase or
decrease in the price or value of shares of any class or series of
NASDAQ OMX, or any Synthetic Equity Interest or Short Interest; \29\
---------------------------------------------------------------------------

    \29\ See proposed Section 3.1(b)(iii)(H) of the By-Laws.
---------------------------------------------------------------------------

     any significant equity interest or any Synthetic Equity
Interest or Short Interest in any principal competitor of NASDAQ OMX
held by the Proposing Person; \30\
---------------------------------------------------------------------------

    \30\ See proposed Section 3.1(b)(iii)(I) of the By-Laws.
---------------------------------------------------------------------------

     any direct or indirect interest of the Proposing Person in
any contract with NASDAQ OMX, any affiliate of NASDAQ OMX or any
principal competitor of NASDAQ OMX (including, in any such case, any
employment agreement, collective bargaining agreement or consulting
agreement); \31\
---------------------------------------------------------------------------

    \31\ See proposed Section 3.1(b)(iii)(J) of the By-Laws.
---------------------------------------------------------------------------

     any pending or threatened litigation in which the
Proposing Person is a party or material participant involving NASDAQ
OMX or any of its officers or directors, or any affiliate of NASDAQ
OMX; \32\
---------------------------------------------------------------------------

    \32\ See proposed Section 3.1(b)(iii)(K) of the By-Laws.
---------------------------------------------------------------------------

     any material transaction occurring, in whole or in part,
during the then immediately preceding 12-month period between such
Proposing Person, on the one hand, and NASDAQ OMX, any affiliate of
NASDAQ OMX or any principal competitor of NASDAQ OMX, on the other
hand; \33\ and
---------------------------------------------------------------------------

    \33\ See proposed Section 3.1(b)(iii)(L) of the By-Laws.
---------------------------------------------------------------------------

     any other information relating to the Proposing Person
required to be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for, as
applicable, the proposal and/or for the election of directors in an
election contest pursuant to and in accordance with Section 14(a) of
the Act and the rules and regulations promulgated thereunder.\34\
---------------------------------------------------------------------------

    \34\ See proposed Section 3.1(b)(iii)(M) of the By-Laws. NASDAQ
OMX also proposes to include an exception to each of the
aforementioned disclosure requirements for any disclosures with
respect to the ordinary course business activities of any broker,
dealer, commercial bank, trust company or other nominee who is a
Proposing Person solely as a result of being the stockholder
directed to prepare and submit the notice required by the By-Laws on
behalf of a beneficial owner.
---------------------------------------------------------------------------

(c) Questionnaire, Representation and Agreement for Director-Nominees
    NASDAQ OMX proposes to add a new Section 3.5 to its By-Laws to
require nominees for director to deliver to NASDAQ OMX, in accordance
with the time periods prescribed for delivery of a stockholder's
notice: (i) A written questionnaire with respect to the background and
qualifications of the nominee; and (ii) a written representation and
agreement as to certain matters. Specifically, the written
representation and agreement will provide that the nominee:
     Is not and will not become a party to (i) any agreement as
to how the nominee will act or vote on any issue or question (a
``Voting Commitment'') that has not been fully disclosed to NASDAQ OMX
or (ii) any Voting Commitment that could limit or interfere with the
nominee's fiduciary duties under applicable law;
     is not and will not become a party to any agreement with
any person other than NASDAQ OMX with respect to any direct or indirect
compensation, reimbursement or indemnification in connection with
service or action as a director of NASDAQ OMX that has not been fully
disclosed to NASDAQ OMX;
     would be in compliance, if elected, and will comply, with
the provisions of NASDAQ OMX's By-Laws relating to qualifications of
directors, conflicts of interest and contracts and transactions
involving directors; and
     in such proposed nominee's individual capacity and on
behalf of any person on whose behalf the nomination is made, would be
in compliance, if

elected, and will comply, with NASDAQ OMX's Corporate Governance
Guidelines, Board of Director Code of Conduct and Code of Ethics,
including all applicable, publicly disclosed conflict of interest,
confidentiality, stock ownership and insider trading policies and
guidelines.
    The requirements of proposed Section 3.5 of the By-Laws, which will
apply to both the Company's and stockholders' nominees for director,
will ensure that NASDAQ OMX has the necessary information about
nominees to fulfill its public disclosure requirements. The
requirements also will ensure that nominees will comply with the legal
obligations, policies and procedures applicable to all NASDAQ OMX
directors.
(d) Removal and Replacement of Supermajority Voting Provisions
    Consistent with the proposed amendments to remove and replace the
supermajority voting provisions in the Charter discussed above, NASDAQ
OMX proposes to amend each provision of the By-Laws that currently
requires a supermajority vote of stockholders to instead require a
``majority of votes outstanding.'' NASDAQ OMX's By-Laws currently
include the following two supermajority voting requirements, each of
which conforms with an analogous provision in the Charter.
     Removal of Directors. Section 4.6 provides that any or all
of the directors may be removed from office at any time by the
affirmative vote of at least 66\2/3\% of the total voting power of the
Voting Stock, voting together as a single class.\35\
---------------------------------------------------------------------------

    \35\ This provision is analogous to Article Fifth, Paragraph D
of the Charter, which is discussed under Section (ii)(a) above.
---------------------------------------------------------------------------

     Adoption, Alteration, Amendment and Repeal of By-Laws.
Section 11.1 provides that the By-Laws may be altered amended or
repealed, or new By-Laws may be adopted, at any meeting of the
stockholders by the affirmative vote of the holders of at least 66\2/
3\% of the voting power of the Voting Stock, voting together as a
single class.\36\
---------------------------------------------------------------------------

    \36\ This provision is analogous to Article Eighth, Paragraph A
of the Charter, which is discussed under Section (ii)(a) above.
---------------------------------------------------------------------------

    To conform with the proposed changes to the Charter, NASDAQ OMX
proposes to replace each of these supermajority voting requirements
with a voting standard requiring the affirmative vote of a majority of
the outstanding Voting Stock. As discussed above with respect to the
analogous Charter amendments, NASDAQ OMX believes that a ``majority of
outstanding shares'' standard reflects a balanced approach that
responds to stockholder feedback while appropriately maintaining NASDAQ
OMX's defensive posture against hostile takeovers.
(e) Procedures for Filling Board Vacancies
    Section 4.8 of the By-Laws sets forth the procedures to fill a
director position that has become vacant, whether because of death,
disability, disqualification, removal or resignation. Under the current
provisions, if such a vacancy occurs, the Nominating & Governance
Committee of the Board shall nominate, and the Board shall elect by
majority vote, a person to fill the vacancy. In light of the addition
of a right for stockholders to call a special meeting, as discussed
above, NASDAQ OMX proposes amendments to Section 4.8 to state
explicitly that vacancies on the Board are to be filled by a majority
vote of the Board, and not by stockholders. In addition, to prescribe
procedures in case multiple Board vacancies occur at the same time, the
proposed amendments state that a Board vacancy shall be filled by the
majority of the directors, even if there is less than a quorum, or by
the sole remaining director, if there is only one director remaining on
the Board. The proposed amendments do not change any of the other
procedures for filling Board vacancies.
(f) Use of Electronic Means for Certain Notices and Related Waivers
    Currently, Section 4.12(a) of the By-Laws provides that notice of
any meeting of the Board shall be deemed duly given to a director if,
among other methods, the notice is sent to the director at the address
last made known in writing to NASDAQ OMX by telegraph, telefax, cable,
radio or wireless. Section 4.12(b) of the By-Laws provides that such
notice of a board meeting need not be given to any director if waived
by the director in writing or by electronic transmission (or by
telegram, telefax, cable, radio or wireless and subsequently confirmed
in writing or by electronic transmission). NASDAQ OMX proposes
amendments to Sections 4.12(a) and (b) to provide that both notices and
waivers of such notices can be given by email or other means of written
electronic transmission. These amendments are intended merely to expand
the means through which notices and waivers of notices may be given,
and the amendments do not affect any of the other procedural
requirements of Sections 4.12(a) and (b). In addition, the proposed
amendments reflect current practices, as a substantial amount of
communications between NASDAQ OMX and its directors, outside of Board
meetings, occurs through electronic means.
(g) Composition of the Management Compensation Committee
    As required by the Dodd-Frank Wall Street Reform and Consumer
Protection Act and Rule 10C-1 under the Exchange Act,\37\ NASDAQ
recently amended its listing rules relating to compensation
committees.\38\ Since NASDAQ OMX is listed on NASDAQ, it must comply
with these listing rules just like any other listed company. NASDAQ OMX
therefore proposes amendments to Section 4.13(f) of the By-Laws, which
relates to the composition of the Management Compensation Committee of
NASDAQ OMX's Board, to conform to the recent amendments to NASDAQ's
listing rules. Specifically, NASDAQ OMX proposes to state that the
Management Compensation Committee must consist of at least two members
and that each member shall meet the eligibility requirements set forth
in the rules of The NASDAQ Stock Market.
---------------------------------------------------------------------------

    \37\ See Public Law 111-203, 124 Stat. 1376 (2010) and 17 CFR
240.10C-1.
    \38\ See Securities Exchange Act Release No. 68640 (January 11,
2013), 78 FR 4554 (January 22, 2013) (SR-NASDAQ-2012-109). Among
other things, the amendments require each NASDAQ-listed company,
with certain exceptions, to have a compensation committee of its
board of directors, consisting of a minimum of two independent
directors who meet additional eligibility requirements relating to
compensatory fees and affiliation.
---------------------------------------------------------------------------

(h) No Amendment or Repeal of Certain By-Law Amendments
    While current Section 11.1 of the By-Laws provides for alteration,
amendment, repeal and adoption of By-Laws by the stockholders, current
Section 11.2 provides for alteration, amendment, repeal and adoption of
By-Laws by the Board. These two sections operate as alternate means to
alter, amend, repeal or adopt By-Laws. In other words, the stockholders
may alter, amend, repeal or adopt By-Laws without any action by the
Board, and vice versa. NASDAQ OMX proposes to add a proviso to Section
11.2 to state that no By-Law adopted by the stockholders shall be
amended or repealed by the Board if the By-Law so adopted so provides.
This is a stockholder-friendly provision that is intended to prevent
the Board from subsequently overriding stockholder action to amend or
repeal the By-Laws.
(i) Non-Substantive Changes
    The remaining proposed By-Law amendments are non-substantive
changes, which will simplify and

streamline the document. Specifically, NASDAQ OMX proposes minor
changes to Section 3.3 to incorporate the new defined term ``Proposing
Person,'' to use the term ``nomination'' rather than ``nominee'' for
consistency and to correct two cross-references. NASDAQ OMX also
proposes to delete obsolete references to the 3.75% Series A
Convertible Notes due 2012 and the Series B Convertible Notes due 2012,
which are no longer outstanding, in Section 12.7.
    In addition, NASDAQ OMX proposes to correct typographical errors
and/or delete obsolete cross-references in Article I(f), Section 4.3,
Section 9.4(b), Section 12.5 and Section 12.6. Finally, NASDAQ OMX
proposes to renumber and reorganize the provisions of the By-Laws,
where necessary following the other amendments.
2. Statutory Basis
    BSECC believes that its proposal is consistent with Section
17A(b)(3)(C) of the Act,\39\ in that it assures a fair representation
of shareholders and participants in the selection of directors and
administration of its affairs. While the proposals relate to the
organizational documents of NASDAQ OMX, rather than BSECC, BSECC is
indirectly wholly owned by NASDAQ OMX, and therefore, NASDAQ OMX's
stockholders have an indirect stake in BSECC. In addition, the
participants in BSECC, to the extent any exist, could purchase stock in
NASDAQ OMX in the open market, just like any other stockholder. The
proposals respond directly to feedback from existing NASDAQ OMX
stockholders about their participation in NASDAQ OMX's governance. As a
result, NASDAQ OMX believes that the proposals assure a fair
representation of its stockholders in the selection of directors and
administration of its affairs, as well as the affairs of BSECC.
---------------------------------------------------------------------------

    \39\ 15 U.S.C. 78q-1(b)(3)(C).
---------------------------------------------------------------------------

    Specifically, in response to feedback from its existing investors,
NASDAQ OMX is proposing changes to its Charter to replace each
supermajority voting requirement with a ``majority of outstanding
shares'' voting standard. NASDAQ OMX believes this approach will strike
an appropriate balance between responding to stockholder feedback and
protecting the Company and its investors against hostile takeovers. In
addition, the clarifying changes to the Charter will make the Charter
more concise and easier to understand. Both sets of changes to the
Charter were approved by NASDAQ OMX's investors at the most recent
annual meeting of stockholders.
    NASDAQ OMX also proposes to eliminate the Certificate of
Designation relating to the Series A Convertible Preferred Stock, which
is no longer outstanding. This proposed change will enhance the clarity
of NASDAQ OMX's Charter.
    Finally, NASDAQ OMX proposes changes to its By-Laws: (i) To
implement a stockholder right to call a special meeting; (ii) to
enhance the ``advance notice'' procedures; (iii) to require certain
information and agreements from director-nominees; (iv) to remove and
replace the supermajority voting provisions to conform to the Charter
amendments; (v) to clarify the procedures for filling Board vacancies;
(vi) to allow the use of electronic means for certain notices and
waivers; (vii) to conform the composition requirements for the
Management Compensation Committee of NASDAQ OMX's Board with the NASDAQ
listing rules; (vii)[sic] to prevent the Board from amending or
repealing By-Law amendments approved by the stockholders; and
(viii)[sic] to make other non-substantive changes.
    The proposals relating to the stockholder right to call a special
meeting and to remove and replace the supermajority voting requirements
are responsive to feedback from NASDAQ OMX's stockholders. The
additional procedural requirements relating to special and annual
meetings will state clearly and explicitly the procedures stockholders
must follow to propose business at such meetings. The requirement for
certain information and agreements from director-nominees will ensure
that nominees provide adequate information about themselves and also
comply with applicable law and certain NASDAQ OMX policies and
procedures relating to the Board. The prohibition on the Board amending
or repealing By-Law amendments approved by the stockholders is a
stockholder-friendly provision that is intended to prevent the Board
from subsequently overriding stockholders' wishes. Finally, the
remaining changes are clarifying in nature, and they conform NASDAQ
OMX's governance documents to current practices and applicable rules
and make them clearer and easier to understand.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Because the proposed rule change relates to the governance of
NASDAQ OMX and not to the operations of BSECC, BSECC does not believe
that the proposed rule change will impose any burden on competition 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

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which BSECC consents, the Commission shall: (a) By order approve or
disapprove such proposed rule change, or (b) institute proceedings to
determine whether the proposed rule change should be 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<EMAIL_ADDRESS>Please include
File Number SR-BSECC-2013-001 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-BSECC-2013-001. 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
the filing also will be available for inspection and copying at the
principal office of BSECC. 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-BSECC-2013-001 and
should be submitted on or before January 2, 2014.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\40\
---------------------------------------------------------------------------

    \40\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-29616 Filed 12-11-13; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 76, Number 160 (Thursday, August 18, 2011)]
[Notices]
[Page 51462]
[FR Doc No: 2011-21082]

-----------------------------------------------------------------------

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

Notice of Release of an Easement Restriction at Phoenix-Mesa
Gateway Airport, Mesa, AZ

AGENCY: Federal Aviation Administration, DOT.

ACTION: Notice of Request to Release Airport Land.

-----------------------------------------------------------------------

SUMMARY: The Federal Aviation Administration (FAA) proposes to rule and
invites public comment on the application for a release of a U.S. Air
Force easement restriction covering 52.6 acres of property abutting
Phoenix-Mesa Gateway, Mesa, Arizona, from all conditions contained in a
grant of an easement, since the easement is not needed for civilian
airport purposes. In exchange for the easement, the airport will
receive 19 acres of land and a new avigation easement. Reuse of the
land under the easement will remain compatible and not interfere with
the airport or its operation. The interest of civil aviation is
properly served by the release.

DATES: Comments must be received on or before September 19, 2011.

FOR FURTHER INFORMATION CONTACT: Comments on the request may be mailed
or delivered to the FAA at the following address: Tony Garcia, Airports
Compliance Program Manager, Federal Aviation Administration, Airports
Division, Federal Register Comment, 15000 Aviation Blvd., Lawndale, CA
90261. In addition, one copy of the comment submitted to the FAA must
be mailed or delivered to Mr. Walter Fix, Phoenix-Gateway Airport
Authority, 5835 S. Sossaman Road, Mesa, Arizona 85212, Telephone: (480)
988-7709.

SUPPLEMENTARY INFORMATION: In accordance with the Wendell H. Ford
Aviation Investment and Reform Act for the 21st Century (AIR 21),
Public Law 10-181 (Apr. 5, 2000; 114 Stat. 61), this notice must be
published in the Federal Register 30 days before the Secretary may
waive any condition imposed on a federally obligated airport by surplus
property conveyance deeds or grant agreements.
    The following is a brief overview of the request:
    Phoenix-Mesa Gateway Airport Authority, Mesa, Arizona requested a
release of an easement that was obtained from the U.S. Air Force via an
Assignment of Easement on April 14, 1998. The easement covers
approximately 52.6 acres of private property. It extends eastward from
the airport boundary and is located east of Ellsworth Road and north of
Pecos Road. Use of the private property east of the airport is
restricted by the easement. Relinquishment of the easement will not
harm the airport because it is being replaced with a standard avigation
easement. The new easement will provide the airport with a continued
right for aircraft to fly in the airspace above the private property.
It will also prevent interference with airport operations and the
erection of obstructions that pose a hazard to aircraft. As
compensation, the private land owner will convey 17.53 acres of land at
no cost to the Airport Authority that will serve an airport purpose.
The land will allow the airport to have a complete runway protection
zone for runway end 30R on airport property. Presently, a portion of
the RPZ extends beyond the airport boundary to the private property
located east of Ellsworth Road. The Airport Authority has agreed to the
exchange because the restrictive easement is not needed and will be
replaced with an avigation easement. The airport will be additionally
compensated with a donation of land that has an immediate airport
purpose. The use of the property under the new easement will continue
to be used compatibly with the airport and not cause interference with
airport operations. The exchange is equitable and the donation of land
to the airport clearly serves the interests of civil aviation.

    Issued in Hawthorne, California, on August 10, 2011.
Brian Armstrong,
Manager, Safety and Standards, Airports Division, Western-Pacific
Region.
[FR Doc. 2011-21082 Filed 8-17-11; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 84, Number 77 (Monday, April 22, 2019)]
[Proposed Rules]
[Pages 16630-16632]
[FR Doc No: 2019-07769]

=======================================================================
-----------------------------------------------------------------------

DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 165

[Docket Number USCG-2019-0208]
RIN 1625-AA00

Safety Zone; St. Lucie River, Stuart, Florida

AGENCY: Coast Guard, DHS.

ACTION: Notice of proposed rulemaking.

-----------------------------------------------------------------------

SUMMARY: The Coast Guard is proposing to establish a temporary safety
zone for certain navigable waters of the St. Lucie River in Stuart,
Florida. This action is necessary to provide for the safety of life on
these navigable waters east of the Roosevelt/U.S. Route 1 Bridge during
the Stuart Air Show on July 4, 2019. The proposed rulemaking would
prohibit vessels and persons from entering the safety zone unless
specifically authorized by the Captain of the Port Miami (COTP). We
invite your comments on this proposed rulemaking.

DATES: Comments and related material must be received by the Coast
Guard on or before May 22, 2019.

ADDRESSES: You may submit comments identified by docket number USCG-
2019-0208 using the Federal eRulemaking Portal at https://www.regulations.gov. See the ``Public Participation and Request for
Comments'' portion of the SUPPLEMENTARY INFORMATION section for further
instructions on submitting comments.

FOR FURTHER INFORMATION CONTACT: If you have questions about this
proposed rulemaking, call or email Omar Beceiro, Sector Miami Waterways
Management Division, U.S. Coast Guard, telephone<PHONE_NUMBER>, email
[email protected].

SUPPLEMENTARY INFORMATION:

I. Table of Abbreviations

CFR Code of Federal Regulations
DHS Department of Homeland Security
FR Federal Register
NPRM Notice of proposed rulemaking
Sec.  Section
U.S.C. United States Code

II. Background, Purpose, and Legal Basis

    On March 27, 2019, Stuart Airshow Inc. notified the Coast Guard
that it would be sponsoring the Stuart Airshow from 6 p.m. through 7:30
p.m. on July 4, 2019. The air show would be conducted east of the
Roosevelt/U.S. Route 1 Bridge in the St. Lucie River in

Stuart, Florida. The COTP has determined that potential hazards
associated with the air show would be a safety concern for anyone
within the safety zone.
    The purpose of this rulemaking is to ensure the safety of vessels
and the navigable waters within the safety zone during and after the
scheduled event. The Coast Guard is proposing this rulemaking under
authority in 46 U.S.C. 70034 (previously 33 U.S.C. 1231).

III. Discussion of Proposed Rule

    The COTP proposes to establish a safety zone from 6:00 p.m. through
7:30 p.m. on July 4, 2019. The safety zone would cover certain
navigable waters within the St. Lucie River beginning approximately 400
yards east of the Roosevelt/U.S. Route 1 Bridge in Stuart, FL. The
duration of the safety zone is intended to ensure the safety of vessels
and these navigable waters before, during, and after the scheduled air
show. No vessels or persons would be permitted to enter the safety zone
without obtaining permission from the COTP or a designated
representative. The regulatory text we are proposing appears at the end
of this document.

IV. Regulatory Analyses

    We developed this proposed rule after considering numerous statutes
and Executive orders related to rulemaking. Below we summarize our
analyses based on a number of these statutes and Executive orders and
we discuss First Amendment rights of protestors.

A. Regulatory Planning and Review

    Executive Orders 12866 and 13563 direct agencies to assess the
costs and benefits of available regulatory alternatives and, if
regulation is necessary, to select regulatory approaches that maximize
net benefits. Executive Order 13771 directs agencies to control
regulatory costs through a budgeting process. This NPRM has not been
designated a ``significant regulatory action,'' under Executive Order
12866. Accordingly, the NPRM has not been reviewed by the Office of
Management and Budget (OMB), and pursuant to OMB guidance it is exempt
from the requirements of Executive Order 13771.
    This regulatory action determination is based on the size,
location, duration, and time-of-day of the safety zone. Vessel traffic
would be able to safely transit around this safety zone, which would
affect a small-designated area of the St. Lucie River for approximately
90 minutes during the evening when vessel traffic is normally low.
Moreover, the Coast Guard would notify mariners of the safety zone
through a Broadcast Notice to Mariners via VHF-FM marine channel 16 and
the rule would allow vessels to seek permission to enter the zone.

B. Impact on Small Entities

    The Regulatory Flexibility Act of 1980, 5 U.S.C. 601-612, as
amended, requires Federal agencies to consider the potential impact of
regulations on small entities during rulemaking. The term ``small
entities'' comprises small businesses, not-for-profit organizations
that are independently owned and operated and are not dominant in their
fields, and governmental jurisdictions with populations of less than
50,000. The Coast Guard certifies under 5 U.S.C. 605(b) that this
proposed rule would not have a significant economic impact on a
substantial number of small entities.
    While some owners or operators of vessels intending to transit the
safety zone may be small entities, for the reasons stated in section
IV.A above, this proposed rule would not have a significant economic
impact on any vessel owner or operator.
    If you think that your business, organization, or governmental
jurisdiction qualifies as a small entity and that this rule would have
a significant economic impact on it, please submit a comment (see
ADDRESSES) explaining why you think it qualifies and how and to what
degree this rule would economically affect it.
    Under section 213(a) of the Small Business Regulatory Enforcement
Fairness Act of 1996 (Pub. L. 104-121), we want to assist small
entities in understanding this proposed rule. If the rule would affect
your small business, organization, or governmental jurisdiction and you
have questions concerning its provisions or options for compliance,
please contact the person listed in the FOR FURTHER INFORMATION CONTACT
section. The Coast Guard will not retaliate against small entities that
question or complain about this proposed rule or any policy or action
of the Coast Guard.

C. Collection of Information

    This proposed rule would not call for a new collection of
information under the Paperwork Reduction Act of 1995 (44 U.S.C. 3501-
3520).

D. Federalism and Indian Tribal Governments

    A rule has implications for federalism under Executive Order 13132,
Federalism, if it has a substantial direct effect on the States, on the
relationship between the national government and the States, or on the
distribution of power and responsibilities among the various levels of
government. We have analyzed this proposed rule under that Order and
have determined that it is consistent with the fundamental federalism
principles and preemption requirements described in Executive Order
13132.
    Also, this proposed rule does not have tribal implications under
Executive Order 13175, Consultation and Coordination with Indian Tribal
Governments, because it would not have a substantial direct effect on
one or more Indian tribes, on the relationship between the Federal
Government and Indian tribes, or on the distribution of power and
responsibilities between the Federal Government and Indian tribes. If
you believe this proposed rule has implications for federalism or
Indian tribes, please contact the person listed in the FOR FURTHER
INFORMATION CONTACT section.

E. Unfunded Mandates Reform Act

    The Unfunded Mandates Reform Act of 1995 (2 U.S.C. 1531-1538)
requires Federal agencies to assess the effects of their discretionary
regulatory actions. In particular, the Act addresses actions that may
result in the expenditure by a State, local, or tribal government, in
the aggregate, or by the private sector of $100,000,000 (adjusted for
inflation) or more in any one year. Though this proposed rule would not
result in such an expenditure, we do discuss the effects of this rule
elsewhere in this preamble.

F. Environment

    We have analyzed this proposed rule under Department of Homeland
Security Directive 023-01 and Commandant Instruction M16475.1D, which
guides the Coast Guard in complying with the National Environmental
Policy Act of 1969 (42 U.S.C. 4321-4370f), and have made a preliminary
determination that this action is one of a category of actions that do
not individually or cumulatively have a significant effect on the human
environment. This proposed rule involves a safety zone lasting
approximately 90 minutes that would prohibit entry to all vessels and
persons during the event. Normally such actions are categorically
excluded from further review under paragraph L60(a) of Appendix A,
Table 1 of DHS Instruction Manual 023-01-001-01, Rev. 01. A preliminary
Record of Environmental Consideration supporting this determination is
available in the docket where indicated under ADDRESSES. We seek any
comments or information that may lead to the discovery of a

significant environmental impact from this proposed rule.

G. Protest Activities

    The Coast Guard respects the First Amendment rights of protesters.
Protesters are asked to contact the person listed in the FOR FURTHER
INFORMATION CONTACT section to coordinate protest activities so that
your message can be received without jeopardizing the safety or
security of people, places, or vessels.

V. Public Participation and Request for Comments

    We view public participation as essential to effective rulemaking,
and will consider all comments and material received during the comment
period. Your comment can help shape the outcome of this rulemaking. If
you submit a comment, please include the docket number for this
rulemaking, indicate the specific section of this document to which
each comment applies, and provide a reason for each suggestion or
recommendation.
    We encourage you to submit comments through the Federal eRulemaking
Portal at http://www.regulations.gov. If your material cannot be
submitted using http://www.regulations.gov, contact the person in the
FOR FURTHER INFORMATION CONTACT section of this document for alternate
instructions.
    We accept anonymous comments. All comments received will be posted
without change to https://www.regulations.gov and will include any
personal information you have provided. For more about privacy and the
docket, visit https://www.regulations.gov/privacyNotice.
    Documents mentioned in this NPRM as being available in the docket,
and all public comments, will be in our online docket at https://www.regulations.gov and can be viewed by following that website's
instructions. Additionally, if you go to the online docket and sign up
for email alerts, you will be notified when comments are posted or a
final rule is published.

List of Subjects in 33 CFR Part 165

    Harbors, Marine safety, Navigation (water), Reporting and
recordkeeping requirements, Security measures, Waterways.

    For the reasons discussed in the preamble, the Coast Guard proposes
to amend 33 CFR part 165 as follows:

PART 165--REGULATED NAVIGATION AREAS AND LIMITED ACCESS AREAS

0
1. The authority citation for part 165 continues to read as follows:

    Authority: 46 U.S.C. 70034, 70051; 33 CFR 1.05-1, 6.04-1, 6.04-
6, and 160.5; and Department of Homeland Security Delegation No.
0170.1.

0
2. Add a temporary Sec.  165.T07-0208 to read as follows:

Sec.  165.T07-0208   Safety Zone; St. Lucie River, Stuart, Florida

    (a) Location: The following coordinates define the temporary safety
zone located in the St. Lucie River, Stuart, FL. All waters of St.
Lucie River contained within the following points: commencing at
27[deg]12'24'' N, 080[deg]15'21'' W; thence southeast to 27[deg]12'21''
N, 080[deg]14'48'' W; thence southwest to 27[deg]12'06'' N,
080[deg]14'50'' W; then northwest to 27[deg]12'10'' N, 080[deg]15'23''
W; thence northeast to origin. All coordinates are North American Datum
1983.
    (b) Definition: The term ``designated representative'' means Coast
Guard Patrol Commanders, including Coast Guard coxswains, petty
officers, and other officers operating Coast Guard vessels, and
Federal, state, and local officers designated by or assisting the COTP
in the enforcement of the regulated area.
    (c) Regulations. (1) No person or vessel will be permitted to
enter, transit, anchor, or remain within the regulated area unless
authorized by COTP or a designated representative.
    (2) Persons and vessels desiring to enter, transit, anchor, or
remain within the regulated area may contact the COTP by telephone at
305-535-4313, or a designated representative via VHF radio on channel
16 to request authorization. If authorization is granted, all persons
and vessels receiving such authorization must comply with the
instructions of the COTP or a designated representative.
    (d) Enforcement Period. This rule will be enforced from 6:00 p.m.
through 7:30 p.m. on July 4, 2019.

    Dated: April 12, 2019.
M.M. Dean,
Captain, U.S. Coast Guard, Captain of the Port Miami.
[FR Doc. 2019-07769 Filed 4-19-19; 8:45 am]
 BILLING CODE 9110-04-P


[Federal Register Volume 80, Number 138 (Monday, July 20, 2015)]
[Notices]
[Page 42798]
[FR Doc No: 2015-17692]

-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings #2

    Take notice that the Commission received the following electric
corporate filings:
    Docket Numbers: EC15-98-000.
    Applicants: Union Power Partners, L.P., Entergy Arkansas, Inc.,
Entergy Gulf States Louisiana, L.L.C., Entergy Texas, Inc.
    Description: Response to May 28, 2015 letter requesting additional
information of Entergy Services, Inc. on behalf of Union Power
Partners, L.P., et al.
    Filed Date: 6/30/15.
    Accession Number: 20150630-5458.
    Comments Due: 5 p.m. ET 8/14/15.

    Take notice that the Commission received the following electric
rate filings:
    Docket Numbers: ER13-1942-001.
    Applicants: New York Independent System Operator, Inc.
    Description: Compliance filing: NYISO Compliance Order 1000
Interregional Tariff Revisions to be effective 1/1/2014.
    Filed Date: 7/13/15.
    Accession Number: 20150713-5137.
    Comments Due: 5 p.m. ET 8/3/15.

    Docket Numbers: ER13-1946-001.
    Applicants: New York Independent System Operator, Inc.
    Description: Compliance filing: Compliance Filing Order No. 1000
Designation of Filing Party to be effective 7/13/2015.
    Filed Date: 7/13/15.
    Accession Number: 20150713-5140.
    Comments Due: 5 p.m. ET 8/3/15.

    Docket Numbers: ER13-1957-001.
    Applicants: ISO New England Inc.
    Description: Compliance filing: Second Interregional Compliance
Filing Protocol Agreement to be effective 7/13/2015.
    Filed Date: 7/13/15.
    Accession Number: 20150713-5106.
    Comments Due: 5 p.m. ET 8/3/15.

    Docket Numbers: ER13-1960-001.
    Applicants: ISO New England Inc., New England Power Pool
Participants Committee.
    Description: Compliance filing: Second Interregional Compliance
Filing Tariff Revisions to be effective 1/1/2014.
    Filed Date: 7/13/15.
    Accession Number: 20150713-5139.
    Comments Due: 5 p.m. ET 8/3/15.

    Docket Numbers: ER14-1661-001.
    Applicants: MidAmerican Central California Transco, LLC.
    Description: Compliance filing: Settlement Compliance Filing to be
effective 6/5/2014.
    Filed Date: 7/13/15.
    Accession Number: 20150713-5101.
    Comments Due: 5 p.m. ET 8/3/15.

    Docket Numbers: ER15-535-002.
    Applicants: Nevada Power Company.
    Description: Compliance filing: OATT Order No. 676-H Compliance
Filing 07.13.15 to be effective 5/15/2015.
    Filed Date: 7/13/15.
    Accession Number: 20150713-5138.
    Comments Due: 5 p.m. ET 8/3/15.

    Docket Numbers: ER15-2184-000.
    Applicants: Southwest Power Pool, Inc.
    Description: Section 205(d) Rate Filing: 3055 Associated Electric
Cooperative, Inc. NITSA NOA to be effective 6/1/2015.
    Filed Date: 7/13/15.
    Accession Number: 20150713-5053.
    Comments Due: 5 p.m. ET 8/3/15.

    Docket Numbers: ER15-2185-000.
    Applicants: PJM Interconnection, L.L.C.
    Description: Section 205(d) Rate Filing: Service Agreement No.
4210; Queue No. Z2-090 to be effective 4/8/2015.
    Filed Date: 7/13/15.
    Accession Number: 20150713-5054.
    Comments Due: 5 p.m. ET 8/3/15.

    Docket Numbers: ER15-2186-000.
    Applicants: Midcontinent Independent System Operator, Inc.
    Description: Section 205(d) Rate Filing: 2015-07-13 RSG Interchange
Schedules Emergency Directives to be effective 9/11/2015.
    Filed Date: 7/13/15.
    Accession Number: 20150713-5125.
    Comments Due: 5 p.m. ET 8/3/15.

    The filings are accessible in the Commission's eLibrary system by
clicking on the links or querying the docket number.
    Any person desiring to intervene or protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Regulations (18 CFR 385.211 and 385.214) on or before 5:00
p.m. Eastern time on the specified comment date. Protests may be
considered, but intervention is necessary to become a party to the
proceeding.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, service, and qualifying
facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call<PHONE_NUMBER>
(toll free). For TTY, call<PHONE_NUMBER>.

    Dated: July 13, 2015.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2015-17692 Filed 7-17-15; 8:45 am]
BILLING CODE 6717-01-P