[Federal Register Volume 81, Number 92 (Thursday, May 12, 2016)]
[Notices]
[Pages 29600-29603]
[FR Doc No: 2016-11178]

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SECURITIES AND EXCHANGE COMMISSION

Release No. 34-77782; File Nos. SR-NYSE-2016-14; SR-NYSEArca-2016-25;
SR-NYSEMKT-2016-20]

Self-Regulatory Organizations; New York Stock Exchange LLC; NYSE
Arca, Inc.; NYSE MKT LLC; Order Approving Proposed Rule Change Amending
and Restating the Fifth Amended and Restated Bylaws of the Exchanges'
Ultimate Parent Company, Intercontinental Exchange, Inc., To Implement
Proxy Access

May 6, 2016.

I. Introduction

    On March 2, 2016, each of the New York Stock Exchange LLC
(``NYSE''), NYSE Arca, Inc. (``NYSE Arca'') and NYSE MKT LLC (``NYSE
MKT'' and, together with NYSE and NYSE Arca, ``Exchanges'') filed with
the Securities and Exchange Commission (``Commission'') pursuant to
Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\
and Rule 19b-4 thereunder,\2\ a proposed rule change to amend and
restate the Fifth Amended and Restated Bylaws (``Bylaws'') of the
Exchanges' ultimate parent company, Intercontinental Exchange, Inc.
(``ICE''),\3\ to implement proxy access. The proposed rule changes were
published for comment in the Federal Register on March 22, 2016.\4\ No
comment letters were received in response to the proposals. This order
approves the proposed rule changes.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ ICE owns 100% of the equity interest in Intercontinental
Exchange Holdings, Inc., which in turn owns 100% of the equity
interest in NYSE Holdings LLC. NYSE Holdings LLC owns 100% of the
equity interest of NYSE Group, Inc., which owns 100% of the equity
interest of each of the Exchanges. ICE is a publicly traded company
listed on the NYSE.
    \4\ See Securities Exchange Act Release Nos. 77384 (Mar. 17,
2016), 81 FR 15371 (Mar. 22, 2016) (SR-NYSE-2016-14); 77385 (Mar.
17, 2016), 81 FR 15378 (Mar. 22, 2016) (SR-NYSEArca-2016-25); and
77386 (Mar. 17, 2016), 81 FR 15366 (Mar. 22, 2016) (SR-NYSEMKT-2016-
20) (collectively, ``Notices'').
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II. Description of the Proposed Rule Changes

    The Exchanges propose to amend and restate the Bylaws to add a new
Section 2.15 that would, subject to a number of requirements, permit
stockholders to nominate director nominees for election to the Board of
Directors of ICE (``Board'') and require ICE to include such director
nominations in its proxy materials for the next annual meeting of
stockholders (``Proxy Materials''). The Exchanges further propose to
amend certain advance notice provisions in Section 2.13 of the Bylaws
to account for the implementation of proxy access in proposed Section
2.15.\5\
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    \5\ See Notices, supra note 4, for a more detailed description
of the proposed amendments.
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Proposed Section 2.15 of the Bylaws

    Proposed Section 2.15 of the Bylaws would enable an individual
stockholder, or a group of up to 20 stockholders, to nominate director
nominees for the Board and have them included in the Proxy Materials,
so long as such stockholder or stockholders have collectively owned at
least three percent of ICE's outstanding shares of common stock
continuously for at least three years.\6\ No stockholder would be
permitted to participate in more than one group, and any stockholder
appearing as a member of more than one group would be counted as a
member of the group with the largest ownership position.\7\
Notwithstanding the foregoing, a stockholder whose nominee is elected
to the Board at an annual meeting under proposed Section 2.15 would not
be eligible to nominate another candidate for the next two annual
meetings.\8\
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    \6\ Proposed Section 2.15(c)(i)-(iii). Shares may be counted as
``owned'' only where a stockholder possesses both the full voting
and investment rights pertaining to the shares, as well as the full
economic interest in such shares. Id. at 2.15(c)(iv).
    \7\ Id. at 2.15(c)(v).
    \8\ Id. at 2.15(c)(i).
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    In order to nominate a director nominee to be included in the Proxy
Materials under proposed Section 2.15, a stockholder would need to
submit a notice (``Nomination Notice'') to the Secretary of ICE, no
earlier than the close of business 150 calendar days, and no later than
the close of business 120 calendar days, before the anniversary of the
date that ICE mailed its Proxy Materials for the previous year's annual
meeting.\9\ In proposed Section 2.15, the Exchanges propose to set
forth in the Bylaws the specific information that would be needed to be
included in the Nomination Notice. The following information is
required for the Nomination Notice:
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    \9\ Id. at 2.15(d). If an annual meeting is not scheduled to be
held within a period that commences 30 days before and ends 30 days
after the anniversary date, the nominating stockholder would be
required to submit the Nomination Notice by the later of the close
of business 120 days prior to the date of such annual meeting or the
tenth day following the first public disclosure of the annual
meeting date. Id.
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     A Schedule 14N \10\ (or any successor form) relating to
the nomination, completed and filed with the Commission; \11\
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    \10\ 17 CFR 240.14n-101.
    \11\ Proposed Section 2.15(d)(i).
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     a written notice of the nomination \12\ containing a
statement in support of the nominee's election to the Board, if
desired, as well as the following representations and warranties by
each nominating stockholder:
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    \12\ Id. at 2.15(d)(ii). The written notice would need to
include certain information that is required for the nomination of
directors by Section 2.13(b) of the Bylaws and details regarding any
relationship in the past three years that would have been described
by Item 6(e) of Schedule 14N if that relationship had existed on the
date of submission of the Schedule 14N. Id. at 2.15(d)(ii)(A) and
(B). In the case of a nomination by a group, the notice would also
need to include the designation by all group members of one group
member authorized to act on behalf of all group members with respect
to matters relating to the nomination, including withdrawal of the
nomination. Id. at 2.15(d)(ii)(K).
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    [cir] That the nominating stockholder did not acquire, and is not
holding, securities of ICE for the purpose or with the effect of
influencing or changing control of ICE;
    [cir] that the nominee's candidacy or, if elected, membership on
the Board would not violate applicable state or federal law or the
rules of the principal national securities exchange on which ICE's
securities are traded;
    [cir] that the nominee does not have any direct or indirect
relationship with ICE that will cause the nominee to be deemed not
independent under the Board's Independence Policy; \13\
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    \13\ The Board's current Independence Policy can be found at:
http://ir.theice.com/~/media/Files/I/Ice-IR/documents/corporate-
governance-documents/board-independence-policy.pdf.
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    [cir] that the nominee qualifies as independent under the rules of
the principal national securities exchange on which ICE's common stock
is traded and meets that exchange's audit

committee independence requirements; \14\
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    \14\ The NYSE is the principal market for ICE's common stock.
Its independent director standards are set forth in NYSE's Listed
Company Manual in Sections 303A.00, 303A.01 and 303A.02, and its
audit committee independence requirements are set forth in NYSE's
Listed Company Manual under Sections 303A.06 and 303A.07.
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    [cir] that the nominee is a ``non-employee director'' for the
purposes of Rule 16b-3 under the Exchange Act,\15\ is an ``outside
director'' for purposes of Section 162(m) of the Internal Revenue
Code,\16\ and is not and has not been subject to any event specified in
Rule 506(d)(1) of Regulation D under the Securities Act of 1933 \17\ or
Item 401(f) of Regulation S-K under the Exchange Act; \18\
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    \15\ 17 CFR 240.16b-3.
    \16\ 26 U.S.C. 162(m).
    \17\ 17 CFR 230.506(d)(1) (identifying ``bad actors'' who will
be disqualified from a safe harbor related to the private offering
exemption of Section 4(a)(2) of the Securities Act).
    \18\ 17 CFR 229.401(f) (requiring director nominees to disclose
participation in certain legal proceedings).
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    [cir] that the nominating stockholder satisfies the eligibility
requirements set forth in proposed Section 2.15 of the Bylaws and
intends to continue to satisfy such requirements through the date of
the annual meeting; and
    [cir] that the nominating stockholder will not engage in a
``solicitation'' within the meaning of Rule 14a-1(l) under the Exchange
Act \19\ in support of the election of any individual as a director at
the applicable annual meeting, other than its nominee(s) or any nominee
of the Board of Directors and will not use any proxy card other than
ICE's proxy card in soliciting stockholders in connection with the
election of its nominee.
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    \19\ 17 CFR 240.14a-1(l).
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     an executed agreement,\20\ pursuant to which each
nominating stockholder agrees:
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    \20\ Proposed Section 2.15(d)(iii).
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    [cir] To comply with all applicable laws, rules and regulations in
connection with the nomination, solicitation, and election of a
nominee;
    [cir] to file any written solicitation or other communication with
ICE stockholders relating to ICE directors, director nominees, or the
nominating stockholder's nominee with the Commission;
    [cir] to assume all liability stemming from an action, suit, or
proceeding relating to any actual or alleged legal or regulatory
violations arising out of any communication by the nominating
stockholder or its nominee in connection with the nomination or
election of directors, including the Nomination Notice;
    [cir] to indemnify ICE and its directors, officers, and employees
against any liability incurred in connection with any action, suit, or
proceeding relating to a failure or alleged failure of the nominating
stockholder or its nominees to comply with, or a breach or alleged
breach of, its respective obligations, agreements, or representations
under proposed Section 2.15; and
    [cir] to promptly notify ICE and any other recipients of
communications by the nominating stockholder in connection with the
nomination or election of a director nominee if (1) any information
included in such communications or in the Nomination Notice ceases to
be true and accurate in all material respects or a material fact
necessary to make a statement not misleading has been omitted or (2)
the nominating stockholder has failed to continue to satisfy the
eligibility requirements described in proposed Section 2.15(c); and
     an executed agreement,\21\ by the nominee:
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    \21\ Id. at 2.15(d)(iv).
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    [cir] to provide to ICE such other information and certifications,
including completion of ICE's director questionnaire, as it may
reasonably request;
    [cir] that the nominee has read and agrees, if elected, to serve as
a member of the Board and to adhere to ICE's Corporate Governance
Guidelines and Global Code of Business Conduct and any other policies
and guidelines applicable to directors; and
    [cir] that the nominee is not and will not become a party to any
(i) undisclosed financial agreement or arrangement with any person or
entity other than ICE in connection with his or her service or action
as a director of ICE, (ii) undisclosed agreement or arrangement with
any person or entity as to how the nominee would vote or act on any
issue or question as a director of ICE; or (iii) voting commitment that
could reasonably be expected to interfere with the nominee's ability to
comply, if elected, with his or her fiduciary duties under applicable
law.
    If so requested in the relevant Nomination Notice, and subject to
the requirements set forth in proposed Section 2.15,\22\ ICE must
include in its Proxy Materials information regarding a director nominee
nominated for election pursuant to proposed Section 2.15, including:
(1) The name of the nominee (which must also be included on ICE's form
of proxy and ballot), (2) certain disclosures regarding the director
nominee and each nominating stockholder that are required by the
Commission or other applicable law to be included in the Proxy
Materials, (3) a statement in support of the nominee's election to the
Board included in the Nomination Notice, subject to compliance with
Section 14 of the Exchange Act \23\ and the rules thereunder, and (4)
any other information that ICE or the Board determines,\24\ in its
discretion, to include in the Proxy Materials relating to the
nomination of the nominee, including any statement in opposition to the
nomination.\25\
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    \22\ The chairman of any annual meeting of stockholders shall
have the power and duty to determine whether a nominee has been
nominated in accordance with the requirements of proposed Section
2.15 and, if not so nominated, shall direct and declare at the
annual meeting that such Nominee shall not be considered. Id. at
2.15(a).
    \23\ 15 U.S.C. 78n.
    \24\ For the purposes of proposed Section 2.15, any
determination to be made by the Board may be made by the Board, a
committee of the Board, or any officer of ICE designated by the
Board or a committee of the Board, and such determination will be
final and binding on ICE and any other person so long as made in
good faith. Proposed Section 2.15(a).
    \25\ Id.
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    Notwithstanding the foregoing, ICE may omit from the Proxy
Materials, or may supplement or correct, any information, including all
or any portion of the statement in support of the nominee included in
the Nomination Notice, if the Board determines that: (1) Such
information is not true in all material respects or omits a material
statement necessary to make the statements made not misleading; (2)
such information directly or indirectly impugns the character,
integrity, or personal reputation of, or directly or indirectly makes
charges concerning improper, illegal, or immoral conduct or
associations, without factual foundation, with respect to, any person;
or (3) the inclusion of such information in the Proxy Materials would
otherwise violate the federal proxy rules or any other applicable law,
rule or regulation.\26\ ICE may solicit against, and include in the
Proxy Materials its own statement relating to, any nominee.\27\
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    \26\ Id. at 2.15(e)(ii)
    \27\ Id.
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    Under the proposal, there is a limit to the number of director
nominees submitted pursuant to proposed Section 2.15 that may be
included in the Proxy Materials. Specifically, ICE would not be
required to include in the Proxy Materials more nominees submitted
pursuant to proposed Section 2.15 than that number of directors
constituting twenty percent of the total number of directors of the
Board (rounded down to the nearest whole number, but not less

than two).\28\ This maximum number of permitted nominees would be
further reduced by (1) the number of nominees that are subsequently
withdrawn after nomination or that the Board itself decides to nominate
for election and (2) the number of incumbent directors, if any, who
were nominated pursuant to proposed Section 2.15 at the preceding
annual meeting and whose re-election is recommended by the Board.\29\
Thus, the maximum number of nominees permitted pursuant to proposed
Section 2.15 in any given year could be fewer than two.\30\ Where the
number of nominees submitted pursuant to proposed Section 2.15 exceeds
the maximum number permitted, each nominating stockholder--in order of
ownership position, largest to smallest--would select a director
nominee until the maximum number of nominees is reached.\31\
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    \28\ Id. at 2.15(b)(i).
    \29\ Id.
    \30\ See Notices, supra note 4, at 81 FR 15372, 15379, and
15367, respectively.
    \31\ Proposed Section 2.15(b)(ii).
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    Proposed Section 2.15 would allow the Board to disregard director
nominations submitted pursuant to proposed Section 2.15 in certain
circumstances. If the Board determines that a nominee or nominating
stockholder no longer satisfies the eligibility requirements, a
nominating stockholder withdraws its nomination, or a nominee is
unwilling or unable to serve as a director, the Board may disregard the
nomination and ICE would not be required to include the nominee in the
Proxy Materials and could affirmatively inform stockholders that the
nominee would not be voted on at the annual meeting.\32\
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    \32\ Id. at 2.15(b)(ii). See also infra note 33 and accompanying
text (permitting the Board to omit stockholder nominees from the
Proxy Materials in the same circumstances).
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    In addition, the proposal permits ICE to omit nominees submitted
pursuant to proposed Section 2.15 from the Proxy Materials (and to
prohibit any vote on such nominee) in the following situations:
     The nominating stockholder(s) (or representatives thereof)
fail to present the nomination at the annual meeting or withdraw the
nomination;
     the Board determines that the nomination or election of
the nominee would result in ICE violating or failing to be in
compliance with its certificate of incorporation, the Bylaws, or any
applicable law, rule or regulation to which it is subject, including
any rule or regulation of the principal national securities exchange on
which ICE's securities are traded;
     the nominee was nominated for election to the Board
pursuant to Section 2.15 at one of ICE's two preceding annual meetings
of stockholders and withdrew, became ineligible, or failed to receive
20% of the vote;
     the nominee has been, within the past three years an
officer or director of a competitor or is a U.S. Disqualified Person as
defined in ICE's certificate of incorporation;
     ICE is notified, or the Board determines, that: (i) A
nominating stockholder has failed to continue to satisfy the
eligibility requirements of proposed Section 2.15; (ii) any of the
representations and warranties made in the Nomination Notice cease to
be true and accurate in all material respects (or omit a material fact
necessary to make the statements made not misleading); (iii) the
nominee becomes unwilling or unable to serve on the Board, or (iv) the
nominee or nominating stockholder materially violate or breach the
obligations, agreements, representations, or warranties made under
proposed Section 2.15; or
     ICE receives a notice under Section 2.13 that a
stockholder intends to nominate a candidate for director at the annual
meeting.\33\
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    \33\ Id. at 2.15(e)(i).
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Amendments to Section 2.13 of the Bylaws

    Currently, Section 2.13 of the Bylaws sets forth a process by which
ICE stockholders may nominate directors at their annual and special
meetings, including certain advance notice requirements.\34\ The
Exchanges propose to amend the advance notice provisions in Section
2.13 to address the application of those provisions to stockholder
nominations submitted under the proxy access provision in proposed
Section 2.15. The proposed amendments would require director
nominations submitted by stockholders pursuant to proposed Section 2.15
to be specified in the notice of annual meeting given by the Board, but
they would exempt such nominations from other timing and notice
requirements set forth in Section 2.13.\35\
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    \34\ See Bylaws, Section 2.13.
    \35\ Proposed Section 2.13(b). The Exchanges have also proposed
to amend Section 2.13(d) to clarify that the definition of
``publicly announced or disclosed'' set forth in that provision
shall apply to Section 2.15. Proposed Section 2.13(d).
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III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule
changes are consistent with the requirements of Section 6 of the Act
\36\ and the rules and regulations thereunder applicable to a national
securities exchange.\37\ In particular, the Commission finds that the
proposed rule changes are consistent with the requirements of Section
6(b)(5) of the Act, which requires, among other things, that an
exchange's rules be designed to prevent fraudulent and manipulative
acts and practices, to promote just and equitable principles of trade,
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.\38\
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    \36\ 15 U.S.C. 78f(b).
    \37\ In approving these proposed rule changes, the Commission
has considered the proposed rules' impact on efficiency,
competition, and capital formation. See 15 U.S.C. 78c(f).
    \38\ 15 U.S.C. 78f(b)(5).
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    A shareholder who wishes to nominate his or her own candidate for
director may initiate a proxy contest in order to solicit proxies from
fellow shareholders, but doing so requires the preparation and
dissemination of separate proxy materials and entails substantial cost.
Proposed Section 2.15 of the Bylaws provides ICE shareholders an
alternative path for having their nominees considered through the proxy
process. This proposed rule change is intended to respond to a request
made by ICE shareholders regarding proxy access.\39\
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    \39\ In November 2015, the Comptroller of the City of New York,
on behalf of certain city retirement systems that are stockholders
of ICE, requested that ICE include a proxy access proposal in its
2016 proxy statement. After discussions with the Comptroller's
office, ICE management determined to recommend the proposed rule
changes to the Board and, on that basis, the Comptroller's request
was withdrawn. See Notices, supra note 4, at 81 FR 15374, 15382, and
15370, respectively.
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    The Exchanges state that the proposal, by providing a process for
certain stockholders to nominate directors to be included in the Proxy
Materials,\40\ should help to strengthen the corporate governance of
ICE and foster accountability to ICE's stockholders, thereby protecting
investors and the public interest.\41\ The Commission believes that the
proposal to provide a process for shareholder proxy access in the
Bylaws of ICE, the ultimate parent company of the Exchanges, should
help to provide the stockholders of ICE that meet the stated
requirements of proposed Section 2.15 with an

alternative opportunity to exercise their right to nominate directors
for the Board, consistent with the Exchange Act.
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    \40\ As discussed above, however, the number of permitted
director nominees under Section 2.15 may constitute less than twenty
percent of the number of directors currently serving on the Board
under certain circumstances and could be less than two nominees. See
supra notes 28-30 and accompanying text; Proposed Section
2.15(b)(i).
    \41\ See Notices, supra note 4, at 81 FR 15371, 15378, and
15367, respectively.
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    The proposed rule changes will require ICE to include in its Proxy
Materials information regarding a director nominee nominated pursuant
to proposed Section 2.15 in its Proxy Materials, including disclosures
regarding the nominee and nominating stockholder(s), any statement in
support of the nominee provided by the nominating stockholder(s), and
any other information that ICE or the Board determines to include
relating to the nomination. The Commission believes that the provision
of such information could help stockholders to assess whether a nominee
submitted pursuant to proposed Section 2.15 possesses the necessary
qualifications and experience to serve as a director.
    The proposed rule changes limit the availability of proxy access in
certain circumstances. For example, in order to be eligible to submit a
nomination to be included in the Proxy Materials pursuant to proposed
Section 2.15, a shareholder (or group of shareholders) is required to
own at least three percent of ICE's outstanding shares of common stock
continuously for at least three years. Furthermore, a shareholder may
not nominate a director to be included in the Proxy Materials pursuant
to proposed Section 2.15 if he or she is holding ICE's securities with
the intent of effecting a change of control of ICE. The proposed rule
changes also generally would limit the number of director nominees
submitted pursuant to proposed Section 2.15 that may be included in the
Proxy Materials to twenty percent of the total number of directors of
the Board. The proposed rule changes would allow ICE to disregard or
omit nominees submitted pursuant to proposed Section 2.15 from the
Proxy Materials in certain circumstances, including if the Board
determines that the nomination or election of the nominee would result
in ICE violating or failing to be in compliance with its governing
documents or any applicable law, rule or regulation to which it is
subject.\42\ The Commission notes that such limitations on proxy access
seem designed to balance the ability of ICE shareholders to participate
more fully in the nomination and election process against the potential
cost and practical difficulties of requiring inclusion of shareholder
nominations in proxy materials.
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    \42\ See, e.g., Proposed Section 2.15(e)(i)(C).
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    The Commission notes that the proposed proxy access provisions
include safeguards to help verify that any director nominees submitted
pursuant to proposed Section 2.15 would qualify as independent
directors and that the nominating shareholder's nomination of the
nominee, and the nominee's membership on the Board, if elected, would
not violate any applicable laws, rules or regulations of any government
entity or relevant self-regulatory organization. Specifically, the
nominating stockholder must represent and warrant, among other things,
that: (i) The nominee's candidacy or, if elected, membership on the
Board would not violate applicable state or federal law or the rules of
the principal national securities exchange on which ICE's securities
are traded; (ii) the nominee does not have any direct or indirect
relationship with ICE that will cause the nominee to be deemed not
independent under the Board's Independence Policy; \43\ and (iii) the
nominee qualifies as independent under the rules of the principal
national securities exchange on which ICE's common stock is traded and
meets that exchange's audit committee independence requirements.\44\ In
addition, each nominating stockholder is required to provide an
executed agreement, pursuant to which he or she agrees to comply with
all applicable laws, rules and regulations in connection with the
nomination, solicitation, and election of a nominee. The nominee is
also required to provide an executed agreement, pursuant to which: (i)
If elected, the nominee agrees to adhere to ICE's Corporate Governance
Guidelines and Global Code of Business Conduct and any other policies
and guidelines applicable to directors; and (ii) the nominee agrees
that he or she is not and will not become party to certain financial or
voting arrangements that may present conflicts of interest or interfere
with the nominee's ability to comply, if elected, with his or her
fiduciary duties under applicable law.\45\
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    \43\ See also id. (permitting ICE to omit from its Proxy
Materials any nominee submitted pursuant to proposed Section 2.15 if
the Board determines that nomination or election of that nominee to
the Board would cause ICE to violate or fail to be in compliance
with its Bylaws, its certificate of incorporation, or any applicable
law, rule or regulation, including any rules or regulations of the
principal national securities exchange on which ICE's common stock
is traded).
    \44\ See supra notes 12-19 and accompanying text.
    \45\ See supra notes 20-21 and accompanying text.
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    The Commission notes that the safeguards and limitations described
above should help to ensure ICE can comply with its bylaws and any
applicable laws, rules, regulations, including, among others, the
Board's Independence Policy and exchange listing standards on
independent directors and audit committees, consistent with Section
6(b)(5) of the Act. Based on the foregoing, the Commission finds that
the proposed rule changes filed by the Exchanges are consistent with
the Act.

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\46\ that the proposed rule changes (SR-NYSE-2016-14, SR-NYSEArca-
2016-25, SR-NYSEMKT-20), be, and hereby are, approved.
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    \46\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\47\
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    \47\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-11178 Filed 5-11-16; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register: July 14, 2006 (Volume 71, Number 135)]
[Notices]
[Page 40086]
[DOCID:fr14jy06-53]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. RP05-164-006]

Equitrans, L.P.; Notice of Compliance Filing

July 6, 2006.
    Take notice that on June 30, 2006, Equitrans, L.P. tendered for
filing as part of its FERC Gas Tariff, Original Volume No. 1, the
revised tariff sheets listed on Appendix A to the filing, proposed to
become effective in accordance with the dates provided for in the
settlement.
    Any person desiring to protest this filing must file in accordance
with Rule 211 of the Commission's Rules of Practice and Procedure (18
CFR 385.211). Protests to this filing will be considered by the
Commission in determining the appropriate action to be taken, but will
not serve to make protestants parties to the proceeding. Such protests
must be filed in accordance with the provisions of Section 154.210 of
the Commission's regulations (18 CFR 154.210). Anyone filing a protest
must serve a copy of that document on all the parties to the
proceeding.
    The Commission encourages electronic submission of protests in lieu
of paper using the ``eFiling'' link at http://www.ferc.gov. Persons

unable to file electronically should submit an original and 14 copies
of the protest to the Federal Energy Regulatory Commission, 888 First
Street, NE., Washington, DC 20426.
    This filing is accessible on-line at http://www.ferc.gov, using the

``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For

TTY, call<PHONE_NUMBER>.

Magalie R. Salas,
Secretary.
 [FR Doc. E6-11172 Filed 7-13-06; 8:45 am]

BILLING CODE 6717-01-P