[Federal Register Volume 86, Number 85 (Wednesday, May 5, 2021)]
[Notices]
[Pages 24125-24132]
[FR Doc No: 2021-09430]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91732; File No. SR-C2-2021-007]

Self-Regulatory Organizations; Cboe C2 Exchange, Inc.; Notice of
Filing of a Proposed Rule Change To Amend the Sixth Amended and
Restated Bylaws of Cboe C2 Exchange, Inc.'s Parent Corporation, Cboe
Global Markets, Inc. To Implement Proxy Access

April 29, 2021.
    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 April 26, 2021, Cboe C2 Exchange, Inc. (``Exchange'' or ``C2'')
filed with the Securities and Exchange Commission (``SEC'' or
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the Exchange. The Commission
is publishing this notice to solicit comments on the proposed rule
change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    Cboe C2 Exchange, Inc. (the ``Exchange'' or ``C2'') is filing with
the Securities and Exchange Commission (the ``Commission'') a proposed
rule change with respect to amendments to the Sixth Amended and
Restated Bylaws (the ``CGM Bylaws'') of its parent corporation, Cboe
Global Markets, Inc. (``Cboe'' or ``Corporation''). The text of the
proposed rule change is provided in Exhibit 5.
    The text of the proposed rule change is also available on the
Exchange's website (http://markets.cboe.com/us/options/regulation/rule_filings/ctwo/), at the Exchange's Office of the Secretary, and at
the Commission's Public Reference Room.

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

    In its filing with the Commission, the Exchange 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. The Exchange 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
    Cboe has received a stockholder proposal submitted pursuant to Rule
14a-8 under the Act \3\ which requested that the CGM Board take steps
to implement a ``proxy access'' bylaw provision. In general, proxy
access bylaws allow a stockholder, or group of stockholders, who comply
with certain requirements, to nominate candidates for service on a
board and have those candidates included in a company's proxy
materials. Such provisions have become common among S&P 500
companies.\4\ Cboe has determined to take the stockholder's requested
steps to implement proxy access. Accordingly, the Exchange now proposes
to make these changes by adopting new Section 2.16 of the CGM Bylaws
and making certain conforming changes to current Sections 2.10 and 2.11
of the CGM Bylaws, all of which are described further below.
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    \3\ See 17 CFR 240.14a-8, which requires companies that are
subject to the federal proxy rules to include shareholder proposals
in companies' proxy statements to shareholders, subject to certain
procedural and substantive requirements.
    \4\ More than 75% of S&P 500 companies have adopted proxy access
bylaw provisions.
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    In developing its proposal, Cboe generally tried to balance the
relative weight of arguments for and against proxy access provisions.
On the one hand, Cboe recognizes the significance of this issue to some
investors, who see proxy access as an important accountability
mechanism that allows them to participate in board elections through
the nomination of stockholder candidates that are presented in a
company's proxy statement. On the other hand, Cboe's proposed proxy
access provision includes certain procedural requirements that are
designed to help ensure, among other things, that Cboe and its
stockholders will have full and accurate information about nominating
stockholders and their nominees and that such stockholders and nominees
will comply with applicable laws, regulations and other requirements.
Additionally, the Exchange notes the proposed terms are common among
companies that have adopted proxy access. The Exchange also notes that
the parent companies of other exchanges have adopted substantively
similar proxy access provisions and the Exchange does not believe such
provisions are materially different than the Exchange's proposal.\5\
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    \5\ See Securities Exchange Release No. 79357 (November 18,
2016) 81 FR 85283 (November 25, 2016) (SR-NASDAQ-2016-127; SR-BX-
2016-051; SR-ISE-2016-22; SR-ISEGemini-2016-10; SR-ISEMercury-2016-
16; SR-PHLX-2016-93; SR-BSECC-2016-001; SR-SCCP-2016-01). See also
Securities Exchange Release No. 77782 (May 6, 2016) 81 FR 29600 (May
12, 2016) (SR-NYSE-2016-14; SR-NYSEArca-2016-25; SR-NYSEMKT-2016-
20).
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    The proposed rule change would add new Section 2.16 to the CGM
Bylaws. Section 2.16 would permit a stockholder, or group of up to 20
stockholders, to nominate director nominees for the Cboe Board, so long
as the stockholder(s) have owned at least three percent of Cboe's
outstanding shares of capital stock continuously for at least three
years. The director nominees would be included in Cboe's annual meeting
proxy materials. The proposed provision would limit the number of
proposed director nominees to the greater of (i) two or (ii) 20% of the
number of Cboe directors in office (rounded down to the nearest whole
number, but no less than two) provided that the stockholder(s) and
nominee(s) satisfy the other conditions specified in the CGM Bylaws as
described further below.
Proposed Section 2.16(a)
    The Exchange first proposes to amend the CGM Bylaws to, as set
forth in the first sentence of proposed Section 2.16(a), require the
Corporation to include in its proxy statement, its form proxy and any
ballot distributed at the stockholder meeting, the name of, and certain
Required Information \6\ about, any person nominated for election (the
``Stockholder Nominee'') to the Board by a stockholder or group of
stockholders (the ``Eligible Stockholder'') \7\ that satisfies the
requirements set forth in the proxy access provision of CGM Bylaws.\8\
Proposed Section 2.16(a) will also make clear that Cboe is able to
solicit against any Stockholder Nominee or include in

its proxy materials the Corporation's own statements or other
information relating to any Eligible Stockholder or Stockholder
Nominee, including any information provided to the Corporation pursuant
to Section 2.16. This provision clarifies that just because Cboe must
include a Stockholder Nominee in its proxy materials if the proxy
access provisions are satisfied, Cboe does not necessarily have to
support that nominee.
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    \6\ The Required Information is the information provided to
Cboe's Corporate Secretary about the Stockholder Nominee and the
Eligible Stockholder that is required to be disclosed in the
Corporation's proxy statement by the regulations promulgated under
the Act, and if the Eligible Stockholder so elects, a written
statement, not to exceed 500 words, in support of the Stockholder
Nominee(s)' candidacy (the ``Supporting Statement'', as defined
further below).
    \7\ As used throughout the CGM Bylaws, the term ``Eligible
Stockholder'' includes each member of a stockholder group that
submits a proxy access nomination to the extent the context
requires.
    \8\ When the Corporation includes proxy access nominees in the
proxy materials, such individuals will be included in addition to
any persons nominated for election by at or the direction of the
Board to the Board or any committee thereof.
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Proposed Section 2.16(b)
    Proposed Section 2.16(b) will provide that in order to utilize this
provision, the Eligible Stockholder must expressly request at the time
of providing a required notice to the Corporation of the proxy access
nomination (the ``Notice of Proxy Access Nomination'') to have its
nominee included in the Corporation's proxy materials. Proposed Section
2.16(b) also establishes the deadline for a timely Notice of Proxy
Access Nomination. Specifically, such a notice must be delivered to the
Cboe's Secretary at the principal executive offices of the Corporation
not earlier than the open of business on the one hundred fiftieth
(150th) day and not later than the close of business on the one hundred
twentieth (120th) day prior to the first anniversary of the date that
Cboe first distributed its proxy statement to stockholders for the
previous year's annual meeting of stockholders provided, however, that
in the event the annual meeting is more than thirty (30) days before or
after the anniversary date of the prior year's annual meeting, or if no
annual meeting was held in the preceding year, to be timely, the Notice
of Proxy Access Nomination must be received at the principal executive
offices of the Corporation no earlier than one hundred fifty (150) days
before such annual meeting and no later than the later of one hundred
twenty (120) days before such annual meeting or the tenth (10th) day
following the day on which public announcement (as defined in Section
2.11) of the date of such meeting is first made by the Corporation.
Further Section 2.16 will provide that in no event shall any
adjournment or postponement of an annual meeting or the announcement
thereof commence a new time period (or extend any time period) for the
giving of a Notice of Proxy Access Nomination as described above. Cboe
believes this notice period will provide stockholders an adequate
window to submit nominees via proxy access, while also providing the
Corporation adequate time to diligence a proxy access nominee before
including them in the proxy statement for the next annual meeting of
stockholders.
Proposed Section 2.16(c)
    Proposed Section 2.16(c) specifies that the maximum number (``the
Permitted Number'') of Stockholder Nominees nominated by all Eligible
Stockholders that will be included in Cboe's proxy materials with
respect to an annual meeting of stockholders shall not exceed the
greater of two or 20% of the total number of directors in office
(rounded down to the nearest whole number) as of the last day on which
a Notice of Proxy Access Nomination may be delivered pursuant to and in
accordance with the proxy access provision of the Bylaws (the ``Final
Proxy Access Nomination Date''). In the event that one or more
vacancies for any reason occurs after the Final Proxy Access Nomination
Date but before the date of the annual meeting and the Board resolves
to reduce the size of the Board in connection therewith, the Permitted
Number of Stockholder Nominees included in Cboe's proxy materials shall
be calculated based on the number of directors in office as so reduced.
In addition, the Permitted Number shall be reduced by (i) the number of
individuals who will be included in the Corporation's proxy materials
as director nominees recommended by the Board pursuant to an agreement,
arrangement or other understanding with a stockholder or group of
stockholders (other than any such agreement, arrangement or
understanding entered into in connection with an acquisition of stock
from the Corporation by such stockholder or group of stockholders) and/
or (ii) the number of directors in office as of the Final Proxy Access
Nomination Date who were included in the Corporation's proxy materials
as Stockholder Nominees for any of the two preceding annual meetings of
stockholders (including any persons counted as Stockholder Nominees
pursuant to the immediately succeeding sentence) and whose reelection
at the upcoming annual meeting is being recommended by the Board. Any
individual nominated by an Eligible Stockholder for inclusion in the
proxy materials pursuant to the proxy access provision of the CGM
Bylaws whom the Board decides to nominate as a nominee of the Board,
and any individual nominated by an Eligible Stockholder for inclusion
in the proxy materials pursuant to the proxy access provision but whose
nomination is subsequently withdrawn, shall be counted as one of the
Stockholder Nominees for purposes of determining when the Permitted
Number of Stockholder Nominees has been reached. Any Eligible
Stockholder submitting more than one Stockholder Nominee for inclusion
in the proxy materials shall rank such Stockholder Nominees based on
the order that the Eligible Stockholder desires such Stockholder
Nominees to be selected for inclusion in the proxy statement in the
event that the total number of Stockholder Nominees submitted by
Eligible Stockholders pursuant to the proxy access provision exceeds
the Permitted Number of nominees allowed. In the event that the number
of Stockholder Nominees submitted by Eligible Stockholders pursuant to
Section 2.16 exceeds the Permitted Number of nominees allowed, the
highest ranking Stockholder Nominee who meets the requirements of the
proxy access provision of the Bylaws from each Eligible Stockholder
will be selected for inclusion in the proxy materials until the
Permitted Number is reached, going in order of the amount (largest to
smallest) of shares of Cboe's outstanding capital stock each Eligible
Stockholder disclosed as owned in its respective Notice of Proxy Access
Nomination submitted to Cboe. If the Permitted Number is not reached
after the highest ranking Stockholder Nominee who meets the
requirements of the proxy access provision of the Bylaws from each
Eligible Stockholder has been selected, then the next highest ranking
Stockholder Nominee who meets the requirements of Section 2.16 from
each Eligible Stockholder will be selected for inclusion in the
Corporation's proxy materials, and this process will continue as many
times as necessary, following the same order each time, until the
Permitted Number is reached. Additionally, notwithstanding anything to
the contrary contained in proposed Section 2.16, Cboe will not be
required to include any Stockholder Nominees in its proxy materials
pursuant to Section 2.16 for any meeting of stockholders for which the
Secretary receives a notice (whether or not subsequently withdrawn)
that the Eligible Stockholder or any other stockholder intends to
nominate one or more persons for election to the Board pursuant to
Section 2.11 of the CGM Bylaws. Cboe believes it is reasonable to limit
the Board seats available to proxy access nominees and to establish
procedures for selecting candidates if the nominee limit is exceeded.
The limitation on Board seats available to proxy access nominees
ensures that proxy access cannot be used to take over the entire Board,
which is not the stated

purpose of proxy access campaigns. The procedures for selecting
candidates if the nominee limit is exceeded establish clear and
rational guidelines for an orderly nomination process to avoid the
Corporation having to make arbitrary judgments among candidates.
Proposed Section 2.16(d)
    Proposed Section 2.16(d) defines who may qualify as an ``Eligible
Stockholder''. Particularly, an Eligible Stockholder is a stockholder
or group of no more than 20 stockholders \9\ that (i) has owned
continuously for at least three years (the ``Minimum Holding Period'')
a number of shares of capital stock of the Corporation that represents
at least three percent of the outstanding shares of capital stock of
the Corporation as of the date the Notice of Proxy Access Nomination is
received (the ``Required Shares''), (ii) continues to own the Required
Shares through the date of the annual meeting and (iii) meets all other
requirements of proposed Section 2.16. Cboe believes it is reasonable
to require each member of a nominating group to provide such
information so that both the Corporation and its stockholders are fully
informed about the entire group making the proxy access nomination. As
such, Section 2.16(d) further makes clear that whenever the Eligible
Stockholder consists of a group of stockholders (including a group of
funds that are part of the same Qualifying Fund Group), (i) each
provision in Section 2.16 that requires the Eligible Stockholder to
provide any written statements, representations, undertakings,
agreements or other instruments or to meet any other conditions shall
be deemed to require each stockholder (including each individual fund)
that is a member of such group to provide such statements,
representations, undertakings, agreements or other instruments and to
meet such other conditions (except that the members of such group may
aggregate the shares that each member has owned continuously for the
Minimum Holding Period in order to meet the three percent ownership
requirement of the ``Required Shares'' definition) and (ii) a breach of
any obligation, agreement or representation under Section 2.16 by any
member of such group shall be deemed a breach by the Eligible
Stockholder. No stockholder may be a member of more than one group of
stockholders constituting an Eligible Stockholder with respect to any
annual meeting.
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    \9\ For this purpose, any two or more funds that are part of the
same Qualifying Fund Group may be counted as one stockholder. A
``Qualifying Fund Group'' means two or more funds that are (i) under
common management and investment control, (ii) under common
management and funded primarily by the same employer or (iii) a
``group of investment companies'' as such term is defined in Section
12(d)(1)(G)(ii) of the Investment Corporation Act of 1940, as
amended.
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Proposed Section 2.16(e)
    Proposed Section 2.16(e) clarifies, for the avoidance of doubt, how
``ownership'' will be defined for purposes of meeting the ownership
requirements of the Required Shares. Specifically, an Eligible
Stockholder shall be deemed to ``own'' only those outstanding shares of
Cboe's capital stock as to which the stockholder possesses both: (i)
The full voting and investment rights pertaining to the shares; and
(ii) the full economic interest in (including the opportunity for
profit from and risk of loss on) such shares; provided that the number
of shares calculated in accordance with clauses (i) and (ii) shall not
include any shares: That are (1) sold by such stockholder or any of its
affiliates in any transaction that has not been settled or closed; (2)
borrowed by such stockholder or any of its affiliates for any purposes
or purchased by such stockholder or any of its affiliates pursuant to
an agreement to resell; or (3) subject to any option, warrant, forward
contract, swap, contract of sale, other derivative or similar
instrument or agreement entered into by such stockholder or any of its
affiliates, whether any such instrument or agreement is to be settled
with shares or with cash based on the notional amount or value of
shares of Cboe's outstanding capital stock, in any such case which
instrument or agreement has, or is intended to have, the purpose or
effect of: (A) Reducing in any manner, to any extent or at any time in
the future, such stockholder's or its affiliates' full right to vote or
direct the voting of any such shares; and/or (B) hedging, offsetting or
altering to any degree any gain or loss realized or realizable from
maintaining the full economic ownership of such shares by such
stockholder or its affiliates.
    Further, a stockholder shall ``own'' shares held in the name of a
nominee or other intermediary so long as the stockholder retains the
right to instruct how the shares are voted with respect to the election
of directors and possesses the full economic interest in the shares. A
stockholder's ownership of shares shall be deemed to continue during
any period in which (i) the stockholder has loaned such shares provided
that the stockholder has the power to recall such loaned shares on five
(5) business days' notice and includes in the Notice of Proxy Access
Nomination an agreement that it will (1) recall such loaned shares upon
being notified that any of its Stockholder Nominees will be included in
the Corporation's proxy materials and (2) will hold such shares through
the date of the annual meeting or (ii) the stockholder has delegated
any voting power by means of a proxy, power of attorney or other
instrument or arrangement which is revocable at any time by the
stockholder. Section 2.16(e) also clarifies that the terms ``owned,''
``owning'' and other variations of the word ``own'' shall have
correlative meanings. Whether outstanding shares of Cboe's capital
stock are ``owned'' for these purposes shall be determined by the
Board. For purposes of Section 2.16, the term ``affiliate'' or
``affiliates'' shall have the meaning ascribed thereto under the rules
and regulations of the Act.\10\ An Eligible Stockholder shall include
in its Notice of Proxy Access Nomination the number of shares it is
deemed to own for the purposes of proposed Section 2.16. In proposing
the Required Shares and the Minimum Holding Period, Cboe seeks to
ensure that the Eligible Stockholder has had a sufficient stake in the
Corporation for a sufficient amount of time and is not pursuing a
short-term agenda.
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    \10\ Pursuant to Rule 12b-2 under the Act, ``[a]n `affiliate'
of, or a person `affiliated' with, a specified person, is a person
that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the
person specified.'' 17 CFR 240.12b-2. Further, ``[t]he term
`control' (including the terms `controlling,' `controlled by' and
`under common control with') means the possession, direct or
indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership
of voting securities, by contract, or otherwise.'' 17 CFR 240.12b-2.
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Proposed Section 2.16(f)
    Proposed Section 2.16(f) sets forth the information that an
Eligible Stockholder must provide to Cboe's Corporate Secretary in
writing within the deadline discussed above in order to make a proxy
access nomination. This information includes:
     A statement by the Eligible Stockholder (1) setting forth
and certifying as to the number of shares it owns and has owned
continuously for the Minimum Holding Period and (2) agreeing to
continue to own the Required Shares through the date of the annual
meeting;
     one or more written statements from the record holder of
the Required Shares (and from each intermediary through which the
Required Shares are or have been held during the Minimum Holding
Period) verifying that, as of a

date within seven calendar days prior to the date the Notice of Proxy
Access Nomination is delivered to Cboe's Secretary at the principal
executive offices of the Corporation, the Eligible Stockholder owns,
and has owned continuously for the Minimum Holding Period, the Required
Shares, and the Eligible Stockholder's agreement to provide, within
five (5) business days after the record date for the annual meeting,
written statements from the record holder and intermediaries verifying
the Eligible Stockholder's continuous ownership of the Required Shares
through the record date;
     a copy of the Schedule 14N that has been filed with the
SEC as required by Rule 14a-18 under the Act; \11\
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    \11\ See 17 CFR 240.14n-101 and 17 CFR 240.14a-18, which
generally require a Nominating Stockholder to provide notice to the
Corporation of its intent to submit a proxy access nomination on a
Schedule 14N and file that notice, including the required
disclosure, with the Commission on the date first transmitted to the
Corporation.
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     the information, representations and agreements and other
documents that are required to be set forth in or included with a
stockholder's notice of nomination given pursuant to Section 2.11 of
the CGM Bylaws;
     the written consent of each Stockholder Nominee to being
named in the proxy statement as a nominee and to serving as a director
if elected;
     a representation that the Eligible Stockholder:
    [cir] Acquired the Required Shares in the ordinary course of
business and not with the intent to change or influence control of
Cboe, and does not presently have such intent;
    [cir] has not nominated and will not nominate for election any
individual as a director at the annual meeting, other than its
Stockholder Nominee(s);
    [cir] has not engaged and will not engage in, and has not and will
not be a participant in another person's, ``solicitation'' within the
meaning of Rule 14a-1(l) under the Act in support of the election of
any individual as a director at the annual meeting, other than its
Stockholder Nominee(s) or a nominee of the Board;
    [cir] has not distributed and will not distribute to any
stockholder of the Corporation any form of proxy for the annual meeting
other than the form distributed by the Corporation;
    [cir] has complied and will comply with all laws, rules and
regulations applicable to solicitations and the use, if any, of
soliciting material in connection with the annual meeting, and
    [cir] has provided and will provide facts, statements and other
information in all communications with Cboe and its stockholders that
are or will be true and correct in all material respects and do not and
will not omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were
made, not misleading;
     an undertaking that the Eligible Stockholder agrees to
    [cir] assume all liability stemming from any legal or regulatory
violation arising out of the Eligible Stockholder's communications with
the stockholders of the Corporation or out of the information that the
Eligible Stockholder provided to the Corporation;
    [cir] indemnify and hold harmless the Corporation and each of its
Directors, officers and employees individually against any liability,
loss or damages in connection with any threatened or pending action,
suit or proceeding, whether legal, administrative or investigative,
against the Corporation or any of its Directors, officers or employees
arising out of any nomination submitted by the Eligible Stockholder
pursuant to this Section 2.16 or any solicitation or other activity in
connection therewith; and
    [cir] file with the Securities and Exchange Commission any
solicitation or other communication with the stockholders of the
Corporation relating to the meeting at which its Stockholder Nominee(s)
will be nominated, regardless of whether any such filing is required
under Regulation 14A of the Act or whether any exemption from filing is
available for such solicitation or other communication under Regulation
14A of the Act;
     in the case of a nomination by a group of stockholders
that together is an Eligible Stockholder, the designation by all group
members of one group member that is authorized to receive
communications, notices and inquiries from the Corporation and to act
on behalf of all members of the group with respect to all matters
relating to the nomination under this Section 2.16 (including
withdrawal of the nomination);
     in the case of a nomination by an Eligible Stockholder
consisting of a group of stockholders in which two or more funds are
intended to be treated as one stockholder for purposes of qualifying as
an Eligible Stockholder, documentation reasonably satisfactory to the
Corporation that demonstrates that the funds are part of the same
Qualifying Fund Group; and
     a written representation and agreement by the Stockholder
Nominee that such person:
    [cir] Will act as a representative of all of the stockholders of
the Corporation while serving as a director;
    [cir] will provide facts, statements and other information in all
communications with the Corporation and its stockholders that are or
will be true and correct in all material respects (and shall not omit
to state a material fact necessary in order to make the statements
made, in light of the circumstances under which they were made, not
misleading);
    [cir] is not and will not become a party to (i) any compensatory,
payment or other financial agreement, arrangement or understanding with
any person or entity other than the Corporation in connection with
service or action as a director of the Corporation that has not been
disclosed to the Corporation, (ii) any Voting Commitment that has not
been disclosed to the Corporation or (iii) any Voting Commitment \12\
that could reasonably be expected to limit or interfere with the
Stockholder Nominee's ability to comply, if elected as a director of
the Corporation, with its fiduciary duties under applicable law; and
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    \12\ A ``Voting Commitment'' is defined as any agreement,
arrangement or understanding with any person or entity as to how the
Stockholder Nominee would vote or act on any issue or question as a
director.
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    [cir] will abide by and comply with the CGM Bylaws, the Certificate
of Incorporation and applicable policies of the Corporation including
all applicable publicly disclosed corporate governance, conflict of
interest, confidentiality and stock ownership and trading policies and
guidelines of the Corporation, as well as the applicable provisions of
the rules and regulations of the Securities and Exchange Commission and
any stock exchange applicable to the Corporation.
    In proposing the informational requirements for the Eligible
Stockholder, Cboe's goal is to gather sufficient information about the
Eligible Stockholder for both itself and its stockholders. Among other
things, this information is designed to help ensure that Cboe is able
to comply with its disclosure and other requirements under applicable
law and that Cboe, its Board and its stockholders are able to assess
the proxy access nomination adequately.
Proposed Section 2.16(g)
    Proposed Section 2.16(g) establishes additional information the
Stockholder Nominee must provide. Particularly:
     The Stockholder Nominee(s) must submit all completed and
signed

questionnaires required of directors and officers of the Corporation;
     the Corporation may require any proposed Stockholder
Nominee to furnish any information:
    [cir] That may reasonably be requested by the Corporation to
determine whether the Stockholder Nominee would be independent under
Section 3.3 and otherwise qualifies as independent under the rules of
the principal national securities exchange on which the outstanding
capital stock of the Corporation is traded;
    [cir] that could be material to a reasonable stockholder's
understanding of the independence, or lack thereof, of such Stockholder
Nominee;
    [cir] that would be required to satisfy the requirements for
qualification of directors under applicable foreign regulations; or
    [cir] (that may reasonably be requested by the Corporation to
determine the eligibility of such Stockholder Nominee to be included in
the Corporation's proxy materials pursuant to this Section 2.16 or to
serve as a director of the Corporation; and
     the Corporation may require the Eligible Stockholder to
furnish any other information that may reasonably be requested by the
Corporation to verify the Eligible Stockholder's continuous Ownership
of the Required Shares for the Minimum Holding Period and through the
date of the annual meeting.
    Like the informational requirements for an Eligible Stockholder,
which are set forth above, the informational requirements for the
Stockholder Nominee ensure that both Cboe and its stockholders will
have sufficient information about the Stockholder Nominee. Among other
things, this information will ensure that Cboe is able to comply with
its disclosure and other requirements under applicable law and that
Cboe, its Board and its stockholders are able to assess the proxy
access nomination adequately.
Proposed Section 2.16(h)
    Proposed Section 2.16(h) provides that an Eligible Stockholder may
provide, at its option, to the Secretary, at the time the Notice of
Proxy Access Nomination is provided, a written statement, not to exceed
500 words, in support of its Stockholder Nominee(s)' candidacy (a
``Supporting Statement''). Only one Supporting Statement may be
submitted by an Eligible Stockholder (including any group of
stockholders together constituting an Eligible Stockholder) in support
of its Stockholder Nominee(s). Notwithstanding anything to the contrary
contained in Section 2.16, the Corporation may omit from its proxy
materials any information or Supporting Statement (or portion thereof)
that it, in good faith, believes is untrue in any material respect (or
omits to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they are
made, not misleading) or would violate any applicable law, rule or
regulation. The Exchange notes proposed Section 2.16(h) allows Cboe to
comply with Rule 14a-9 under the Act \13\ and to protect its
stockholders from information that is materially untrue or that
violates any law, rule or regulation.
---------------------------------------------------------------------------

    \13\ See 17 CFR 240.14a-9, which generally prohibits proxy
solicitations that contain any statement which, at the time and in
the light of the circumstances under which it is made, is false or
misleading with respect to any material fact, or which omits to
state any material fact necessary in order to make the statements
therein not false or misleading.
---------------------------------------------------------------------------

Proposed Section 2.16(i)
    Pursuant to proposed Section 2.16(i), each Eligible Stockholder or
Stockholder Nominee must promptly notify Cboe's Corporate Secretary of
any information or communications provided by the Eligible Stockholder
or Stockholder Nominee, as the case may be, to Cboe or its stockholders
that when provided was not, or thereafter ceases to be, true and
correct in all material respects or omits a material fact necessary to
make the statements made, in light of the circumstances under which
they were made, not misleading and of the information that is required
to correct any such defect. An Eligible Stockholder shall also provide
immediate notice to the Corporation if the Eligible Stockholder ceases
to own any of the Required Shares prior to the date of the annual
meeting. In addition, any person providing any information to the
Corporation pursuant to Section 2.16(i) shall be required to update or
supplement such information, if necessary, so that all such information
shall be true and correct as of the (i) as of the record date for
determining the stockholders entitled to receive notice of the meeting
and (ii) as of the date that is ten (10) business days prior to the
meeting (or any postponement, adjournment or recess thereof), and such
update shall be received by the Secretary at the principal executive
offices of the Corporation (A) not later than five (5) business days
after the record date for determining the stockholders entitled to
receive notice of such meeting (in the case of an update required to be
made under clause (i)) and (B) not later than seven (7) business days
prior to the date for the meeting, if practicable, or, if not
practicable, on the first practicable date prior to the meeting or any
adjournment, recess or postponement thereof (in the case of an update
required to be made pursuant to clause (ii)).
    This provision further makes clear that providing any such
notification, update or supplement, shall not be deemed to cure any
defect in any previously provided information or communications or
limit the remedies available to the Corporation relating to such defect
(including the right to omit a Stockholder Nominee from its proxy
materials). This provision is intended to protect Cboe's stockholders
by requiring an Eligible Stockholder or Stockholder Nominee to give
Cboe notice of information previously provided that is materially
untrue. Cboe may then decide what action to take with respect to such
defect, which may include, as noted above, omitting the relevant
Stockholder Nominee from its proxy materials.
Proposed Section 2.16(j)
    Proposed Section 2.16(j) provides that Cboe shall not be required
to include a Stockholder Nominee in its proxy materials for any meeting
of stockholders under certain circumstances. In these situations, the
proxy access nomination shall be disregarded and no vote on such
Stockholder Nominee will occur, even if Cboe has received proxies in
respect of the vote. These circumstances occur when the Stockholder
Nominee:
     Would not be an independent director under Section 3.3,
under the rules of the principal national securities exchange on which
the outstanding capital stock of the Corporation is traded, any
applicable rules of the Securities and Exchange Commission and any
publicly disclosed standards used by the Board in determining and
disclosing independence of the Corporation's directors, in each case as
determined by the Board in its sole discretion;
     would not meet the audit committee independence
requirements under the rules of the principal national securities
exchange on which the outstanding capital stock of the Corporation is
traded;
     if elected, intended to resign as a director of the
Corporation prior to the end of the full term for which he or she is
standing for election;
     is or has been subject to any statutory disqualification
under Section 3(a)(39) of the Act;
     is or has been subject to disqualification under 17 CFR
1.63;

     if elected, would cause the Corporation to be in violation
of these Bylaws, the Certificate of Incorporation, the rules of the
principal national securities exchange on which the outstanding capital
stock of the Corporation is traded, or any applicable law, rule or
regulation;
     is or has been, within the past three years, an officer or
director of a competitor, as defined for purposes of Section 8 of the
Clayton Antitrust Act of 1914;
     is a named subject of a pending criminal proceeding
(excluding traffic violations and other minor offenses) or has been
convicted in such a criminal proceeding within the past 10 years;
     is subject to any order of the type specified in Rule
506(d) of Regulation D promulgated under the Securities Act of 1933, as
amended;
     has provided any information to the Corporation or its
stockholders that was untrue in any material respect or that omitted to
state a material fact necessary to make the statements made, in light
of the circumstances in which they were made, not misleading; or
     breaches or fails, or the Eligible Stockholder breaches or
fails, to comply with its obligations pursuant to the CGM Bylaws,
including, but not limited to, Section 2.16 and any agreement,
representation or undertaking required by Section 2.16.
    Cboe believes these provisions will protect the Corporation and its
stockholders by allowing it to exclude certain categories of
objectionable Stockholder Nominees from the proxy statement.
Proposed Section 2.16(k)
    Proposed Section 2.16(k) provides that notwithstanding anything to
the contrary contained in the CGM Bylaws, if (i) a Stockholder Nominee
and/or the applicable Eligible Stockholder breaches any of its
agreements or representations or fails to comply with any of its
obligations under this Section 2.16 or (ii) a Stockholder Nominee
otherwise becomes ineligible for inclusion in the Corporation's proxy
materials pursuant to this Section 2.16, or dies, becomes disabled or
otherwise becomes ineligible or unavailable for election at the annual
meeting, in each case as determined by the Board or the chairman of the
meeting, (1) the Corporation may omit or, to the extent feasible,
remove the information concerning such Stockholder Nominee and the
related Supporting Statement from its proxy materials and/or otherwise
communicate to its stockholders that such Stockholder Nominee will not
be eligible for election at the annual meeting, (2) the Corporation
shall not be required to include in its proxy materials any successor
or replacement nominee proposed by the applicable Eligible Stockholder
or any other Eligible Stockholder and (3) the chairman of the meeting
shall declare such nomination to be invalid and such nomination shall
be disregarded, notwithstanding that proxies in respect of such vote
may have been received by the Corporation. Cboe believes this provision
protects the Corporation and its stockholders by providing the Board or
the chairman of the stockholder meeting limited authority to disqualify
a proxy access nominee when that nominee or the sponsoring
stockholder(s) have breached an obligation under the proxy access
provision.
Proposed Section 2.16(l)
    Proposed Section 2.16(l) states that the following Stockholder
Nominees who are included in the Corporation's proxy materials for a
particular annual meeting of stockholders will be ineligible to be a
Stockholder Nominee for the next two annual meetings: (i) Stockholder
Nominee who withdraws from or becomes ineligible or unavailable for
election at the annual meeting; or (ii) Stockholder Nominee who does
not receive at least 25% of the votes cast in favor of such Stockholder
Nominee's election. For the avoidance of doubt, Section 2.16(l) also
clarifies that this provision shall not prevent any stockholder from
nominating any person to the Board pursuant to Section 2.11 of the CGM
Bylaws. Section 2.16(l) will save the Corporation and its stockholders
the time and expense of analyzing and addressing subsequent proxy
access nominations regarding individuals who were included in the proxy
materials for a particular annual meeting but ultimately did not stand
for election or receive a substantial amount of votes. After the next
two annual meetings, these Stockholder Nominees would again be eligible
for nomination through the proxy access provisions of the Bylaws.
Proposed Section 2.16(m)
    Proposed Section 2.16(m) provides that notwithstanding the
provisions of proposed Section 2.16, if the Eligible Stockholder
providing notice (or a qualified representative of the Eligible
Stockholder) does not appear in person (including virtually, in the
case of a meeting held solely by means of remote communication) at the
stockholder meeting to present the nomination of such Stockholder
Nominee, such proposed nomination shall not be presented by the
Corporation and shall not be transacted, notwithstanding that proxies
in respect of such vote may have been received by the Corporation. For
purposes of this Section 2.16, to be considered a qualified
representative of the Eligible Stockholder providing notice, a person
must be a duly authorized officer, manager or partner of such
stockholder or must be authorized by a writing executed by such
stockholder or an electronic transmission delivered by such stockholder
to act for such stockholder as proxy at the meeting and such writing or
electronic transmission, or a reliable reproduction of the writing or
electronic transmission, must be provided to the Corporation at least
twenty-four (24) hours prior to the meeting.
Proposed Section 2.16(n)
    In case there are matters involving a proxy access nomination that
are open to interpretation, proposed Section 2.16(n) states that the
Board (or any other person or body authorized by the Board) shall have
exclusive power and authority to interpret the proxy access provisions
of the Bylaws and make all determinations deemed necessary or advisable
in connection with proposed Section 2.16 as to any person, facts or
circumstances. In addition, all actions, interpretations and
determinations of the Board (or any person or body authorized by the
Board) with respect to the proxy access provisions shall be final,
conclusive and binding on the Corporation, the stockholders and all
other parties. While Cboe has attempted to implement a clear, detailed
and thorough proxy access provision, there may be matters about future
proxy access nominations that are open to interpretation. In these
cases, Cboe believes it is reasonable and necessary to designate an
arbiter to make final decisions on these points and that the Board is
best-suited to act as that arbiter.
Proposed Section 2.16(o)
    For the avoidance of doubt, proposed Section 2.16(o) states that
the proxy access provisions outlined in proposed Section 2.16 shall be
the exclusive means for stockholders to include nominees in the
Corporation's proxy materials. Stockholders may, of course, continue to
propose nominees through other means, but the Board will have final
authority to determine whether to include those nominees in the
Corporation's proxy materials.

Revisions to Other Sections of the Bylaws
    Cboe also proposes to make conforming changes to Sections 2.10 and
2.11 to provide clarifications and prevent confusion. First, the
Exchange proposes to add a reference to Section 2.11 and proposed
Section 2.16 to clarify the exact bylaw provisions relating to
stockholder nominees. Next, the Exchange proposes to amend Section
2.11. Section 2.11 currently describes the business that may be
properly brought before an annual meeting of stockholders and the
methods by which nominations of persons for election to the Board may
be made at an annual meeting of stockholders. Cboe proposes to add
proxy access nominations (i.e., reference to Section 2.16) to the list
of methods. Current Section 2.11(a)(i) also states, among other things,
that compliance with Section 2.11 shall be the exclusive means for a
stockholder to propose business or director nominations before an
annual meeting stockholders. The Exchange proposes to clarify that
Sections 2.11 and 2.16 are the exclusive means for a stockholder to
make a director nomination.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with
the Act and the rules and regulations thereunder applicable to the
Exchange and, in particular, the requirements of Section 6(b) of the
Act.\14\ Specifically, the Exchange believes the proposed rule change
is consistent with the Section 6(b)(5) \15\ requirements that the rules
of an exchange be designed to prevent fraudulent and manipulative acts
and practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78f(b).
    \15\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    In light of a shareholder proposal received from a stockholder,
Cboe is proposing changes to its Bylaws to implement proxy access. The
Exchange believes that this filing furthers the objectives of Section
6(b)(5) of the Act because the proposed rule change would be consistent
with and facilitate a governance and regulatory structure that is
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in regulating, clearing,
settling, processing information with respect to, and facilitating
transactions in securities, to remove impediments to, and perfect the
mechanism of a free and open market and a national market system and,
in general, to protect investors and the public interest. Particularly,
the Exchange believes that, by permitting an Eligible Stockholder of
Cboe that meets the stated requirements to nominate directors and have
its nominees included in Cboe's annual meeting proxy statement, the
proposed rule change strengthens the corporate governance of the
Exchange's ultimate parent company, which is beneficial to both
investors and the public interest.
    Additionally, the procedural requirements are designed to help
protect investors by stating clearly and explicitly the procedures
stockholders must follow in order to submit a proper proxy access
nomination. The informational requirements are designed to enhance
investor protection by helping to ensure among other things, that the
Corporation and its stockholders have full and accurate information
about nominating stockholders and their nominees and that such
stockholders and nominees comply with applicable laws, regulations and
other requirements. Moreover, as noted above, proxy access has become
commonplace among companies and the Exchange believes its core
provisions are common among companies that have adopted proxy access,
including the parent companies of other exchanges that have adopted
similar proxy access provisions.\16\
---------------------------------------------------------------------------

    \16\ See Securities Exchange Release No. 79357 (November 18,
2016) 81 FR 85283 (November 25, 2016) (SR-NASDAQ-2016-127; SR-BX-
2016-051; SR-ISE-2016-22; SR-ISEGemini-2016-10; SR-ISEMercury-2016-
16; SR-PHLX-2016-93; SR-BSECC-2016-001; SR-SCCP-2016-01). See also
Securities Exchange Release No. 77782 (May 6, 2016) 81 FR 29600 (May
12, 2016) (SR-NYSE-2016-14; SR-NYSEArca-2016-25; SR-NYSEMKT-2016-
20).
---------------------------------------------------------------------------

    Finally, the remaining changes to existing provisions of the CGM
Bylaws are clarifying in nature, and they enhance investor protection
and the public interest by preventing confusion with respect to the
operation of the Bylaw provisions.

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

    Because the proposed rule change relates to the governance of the
Corporation and not to the operations of the Exchange, the Exchange
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. The proposed rule change is not designed to
address any competitive issue or have any impact on competition;
rather, adoption of a proxy access bylaw by the Corporation is intended
to enhance corporate governance and accountability to stockholders.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    The Exchange neither solicited nor received comments on the
proposed rule change.

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 up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange 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-C2-2021-007 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-C2-2021-007. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the

submission, all subsequent amendments, all written statements with
respect to the proposed rule change that are filed with the Commission,
and all written communications relating to the proposed rule change
between the Commission and any person, other than those that may be
withheld from the public in accordance with the provisions of 5 U.S.C.
552, will be available for website viewing and printing in the
Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-C2-2021-007 and should be submitted on
or before May 26, 2021.

For the Commission, by the Division of Trading and Markets, pursuant
to delegated authority.\17\
---------------------------------------------------------------------------

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

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-09430 Filed 5-4-21; 8:45 am]
BILLING CODE 8011-01-P


Reader's Guide Methyl Bromide CRM: Steven Weiss EPA/ OPPTS/ OPP/ SRRD Reader's Guide to the Methyl Bromide E Docket # OPP 2005 0123 Publication Date: August 9, 2006 EPA has created this document to provide an organizational structure to the Methyl Bromide E docket. The docket index lists the caption entries sequentially, while this document lists them by subject matter. The Agency is providing the " Readers Guide" to allow the reader to more easily access and navigate the various entries contained in the Methyl Bromide E docket.

Phase 3 Federal Register and Docket Organizational Documents:

Docket Entry 1. Federal Register Notice: Methyl Bromide Docket Entry 2. Reader's Guide to the Methyl Bromide TRED # EPA HQOPP 2005 0123 Docket Entry 3. Report of Food and Quality Protection Act ( FQPA) Tolerance Reassessment and Risk Management Decision ( TRED) for Methyl Bromide, and Reregistration Eligibility Decision ( RED) for Methyl Bromide's Commodity Uses ( August 2006)

Docket Entry 4. Appendices for Report of Food Quality Protection Act ( FQPA) Tolerance Reassessment and Risk Management Decision ( TRED) for Methyl Bromide, and Reregistration Eligibility Decision ( RED) for Methyl Bromide's Commodity Uses Docket Entry 5. Qualitative Assessment of the Impact of Changes in the Use of Methyl Bromide for Plant Protection and Quarantine ( PPQ) Purposes in Support of the Reregistration Eligibility Decision ( RED)

Docket Entry 6. Qualitative Assessment of the Impact of Changes in the Use of Methyl Bromide on Non Quarantine Commodities in Support of the Reregistration Eligibility Decision Docket Entry 7: Qualitative Assessment of the Impact of Changes in Use of Methyl Bromide on Dry Cured Pork Product Facilities in Support of the Reregistration Eligibility Decision Docket Entry 8: Qualitative Assessment of the Impact of Changes in the Use of Methyl Bromide in Structural Food Processing/ Storage Facilities in Support of the Reregistration Eligibility Decision Docket Entry 9: Agency Responses to Phase 5 Public Comments Related to Methyl Bromide's Commodity Risk Assessments and Risk Mitigation Options Proposal


[Federal Register Volume 85, Number 113 (Thursday, June 11, 2020)]
[Notices]
[Pages 35659-35660]
[FR Doc No: 2020-12620]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Docket ID: FEMA-2020-0008]

Request for Information on Effectiveness in Maintaining and
Improving State, Local, Tribal, and Territorial Preparedness

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice and request for information.

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

SUMMARY: The Federal Emergency Management Agency (FEMA) is issuing this
Request for Information (RFI) to receive information in response to a
list of priority research questions to further understand existing
evidence on the Homeland Security Grant Program's (HSGP's) influence on
State, local, Tribal, and territorial (SLTT) preparedness. The HSGP
includes a suite of risk-based grants to assist SLTT efforts in
preventing, preparing for, protecting against, and responding to acts
of terrorism. HSGP funding can also be used to enhance preparedness for
other catastrophic events (e.g., hurricanes, wildfires) when the use of
such funds has a nexus to preventing, preparing for, protecting
against, and responding to terrorism.

DATES: Comments must be received by November 9, 2020.

ADDRESSES: You may submit comments, identified by docket ID FEMA-2020-
0008, by one of the following methods:
    Federal eRulemaking Portal: http://wwww.regulations.gov. Follow the
instructions for submitting comments.
    See the ``Public Participation'' portion of the SUPPLEMENTARY
INFORMATION section for further instructions on submitting comments.

FOR FURTHER INFORMATION CONTACT: Bethany Slater, Program Analyst,
Measures and Standards Branch, National Preparedness Assessment
Division, National Preparedness Directorate, FEMA, DHS, 400 C St. SW,
Washington DC 20472<EMAIL_ADDRESS>202-717-4111.

SUPPLEMENTARY INFORMATION:

I. Public Participation

    Instructions: All submissions received must include the agency name
and docket ID. All submissions will be posted, without change, to the
Federal eRulemaking Portal at http://www.regulations.gov, and will
include any personal information you provide. Therefore, submitting
this information makes it public. You may wish to read the Privacy and
Security notice, which can be viewed by clicking on the ``Privacy and
Security Notice'' link on the homepage of www.regulations.gov.
    You may submit your comments and material by the methods specified
in the ADDRESSES section. Please submit your comments and any
supporting material by only one means to avoid the receipt and review
of duplicate submissions.
    Docket: For access to the docket to read background documents or
comments received, go to the Federal eRulemaking Portal at http://www.regulations.gov and search for the Docket ID.

II. Background and Purpose

    HSGP provides funds to eligible entities to support SLTT efforts to
prevent terrorism and to prepare the Nation for the threats and hazards
that pose the greatest risk to the security of the United States. HSGP
funding can also be used to enhance preparedness for other catastrophic
events (e.g., hurricanes, wildfires) when the use of such funds has a
nexus to preventing, preparing for, protecting against, and responding
to terrorism. Since its creation in 2003, HSGP annually issued between
$850 million and $2.5 billion in grant funding to support SLTT
governments.
    As administered by FEMA, HSGP consists of three subcomponent
programs: State Homeland Security Program (SHSP), Urban Area Security
Initiative (UASI), and Operation Stonegarden. See FEMA, Homeland
Security Grant Program, https://www.fema.gov/homeland-security-grant-program (last visited Feb. 28, 2020). This request for information is
limited to SHSP and UASI.
    The Homeland Security Act of 2002 authorizes the Department of
Homeland Security (DHS)/FEMA to award SHSP and UASI funding to each
State, territory, and high-risk urban area based on: (1) Its relative
threat, vulnerability, and consequence from acts of terrorism, and (2)
the anticipated effectiveness of the proposed use of the grant to
prepare for, protect against, and respond to acts of terrorism. See 6
U.S.C. 608. Grant dollars are administrated by State Administrative
Agencies who are generally required to pass-through at least 80 percent
of SHSP and UASI funds to local or Tribal jurisdictions. See 6 U.S.C.
604(d)(2)(A), 605(c)(1)(A)-(C).
    As the administrator of HSGP, FEMA is interested in identifying
existing evidence, tools and methods to better evaluate the
effectiveness of HSGP as it pertains to maintaining and improving SLTT
and national preparedness. FEMA's National Preparedness Assessment
Division has documented its past and current grant effectiveness
strategy in its document ``Grant Effectiveness Strategic Vision 2.0
Homeland Security Grant Program.'' See FEMA, Grant Effectiveness
Strategic Vision 2.0--Homeland Security Grant Program, https://www.fema.gov/media-library/assets/documents/186474 (last visited Mar.
26, 2020). The objectives for this vision are:
    Objective 1: Implement projects that address State and national
priorities;
    Objective 2: Improve capabilities and achieve preparedness
outcomes; and
    Objective 3: Manage projects in accordance with Federal standards
and guidance.

The purpose of this RFI is for FEMA to receive information in response
to a list of priority research questions to further understand existing
evidence on the influence of HSGP on SLTT and national preparedness.
FEMA requests information on research studies, program evaluations,
and/or meta-analyses that provide empirical findings relevant to the
research questions outlined below. FEMA is interested in evidence on
the contributions of HSGP-funded projects (or projects that could be
funded through HSGP in the future). Such evidence would ideally include
quantitative measurements of how such projects help maintain or improve
SLTT and national capabilities to prepare for, protect against, respond
to, recover from, and mitigate all hazards and/or the risk of hazards.
Additional broader quantitative research may also be helpful, such as
research pertaining to interventions that help prevent or reduce the
risk that an event will occur, or the impact of such events. Such
research could relate to any of a range of interventions, including
interventions that address public health, environmental conservation,
domestic violence, criminal recidivism, and drug use. Helpful research
may use capacity or capability assessments to measure changes in
outcomes over time after an

intervention, or may use grant administrative data for evaluation.
Finally, FEMA would also be interested in learning of ongoing or
current studies that are in process, for which study findings will not
be available at the time that comments in response to this notice are
due, such as research question being addressed, sample size, study
timeline, and registry where the study findings will be made available.
    This information will assist FEMA understand existing empirical and
other evidence, methods being utilized, available data, and research
gaps to prioritize future evaluation funding. This will also help FEMA
understand if this is an area where limited research and evaluation is
available.

III. List of Questions for Commenters

    FEMA seeks information on the following: (1) Existing evidence
regarding HSGP effectiveness, and (2) Evidence from other programs or
research areas that FEMA can rely upon to expand or revise the HSGP
research agenda, such as by changing how FEMA and HSGP grantees and
subgrantees measure outputs/outcomes, assess capacity/capability, and
use grants administrative data for evaluation.
    Priority Research Questions for FEMA on HSGP include:
    1. What studies and evidence exist on assessing HSGP outcomes? What
are the study, findings, sample, and methods employed? Is there a
URL(s) publicly available with the study report and information?
    2. What meta-analysis and/or summaries of evidence exist on the
HSGP program?
    Supporting questions specific to HSGP:
    3. What outputs and outcomes are HSGP grants achieving?
    4. How well does HSGP funding help build and sustain core
capabilities? (https://www.fema.gov/core-capability-development-sheets)
    5. How does HSGP funding affect identified capability gaps?
    6. Which HSGP funding activities most effectively close capability
gaps?
    7. How do participants' KSAs (knowledge, skills, and abilities)
change after completing an HSGP-funded training, after creating or
enhancing an HSGP-funded plan, and/or after completing an HSGP-funded
exercise?
    8. How does HSGP funding influence grant recipient preparedness?
    9. How well do HSGP investments contribute to preparedness for and
response to real world incidents?
    10. How well have HSGP projects reduced the risk of real-world
incidents?

Broader Research Questions

    Outputs/Outcomes/Benefits/Success metrics:
    11. FEMA is interested in performance management and program
evaluations conducted by HSGP award recipients, beyond what is reported
to FEMA. What additional output and outcome measurements have been
determined as crucial to determining program results and are beyond
FEMA reporting requirements? What were the results of evaluations, if
conducted?
    12. What are the best output and outcome metrics to measure
prevention of either a human-caused or natural incident (e.g.,
terrorism, cyber-attack, hurricane)?
    13. What are the best output and outcome metrics to measure the
reduction of risk posed by terrorism or other incidents?
    14. What is the best way to measure the quality of a planning
document and to measure the improvement in outputs and outcomes
resulting from the planning document's creation?
    15. What is the best way to use exercises to measure change or
improvement through exercises?
    Capacity/Capability Assessments:
    16. Are there specific interventions that would more properly be
the subject of HSGP funding? What is the best way to measure
improvements in grant recipient capabilities due to grant funding?
    17. With respect to specific interventions that might properly be
the subject of HSGP funding, if measuring change through self-reported
assessments, what is a feasible expectation for magnitude of
improvement within a specified timeframe?
    18. Please provide examples of instruments provided to grant
recipients for self-assessments and which result in information that is
useful for both grant recipients and funders. Of particular interest
are instruments that can be implemented by users with a wide range of
evaluation or measurement experience (i.e., none to expert).
    Grant Administration & Evaluation:
    19. Have formula or block grants (grants not competitively awarded)
been successfully evaluated for effectiveness? What was the study
design and sample, and what were the findings?
    20. How do Federal agencies use administrative data to understand
grant effectiveness in instances when grant implementation is at the
state and local level?
    Evidence on Program Impacts and Grant Effectiveness
    21. Have impact evaluations been conducted that look at the
difference between a control or comparison group and the treatment
group? What are the study research question(s), design, sample, and
findings? Where can more information on the study be found?
    Dissemination of Results:
    FEMA staff developed the RFI questions and will analyze the
responses. We expect the analysis period to deepen our vision and
understanding of the relationships between homeland security grants and
overall preparedness.
    Rights to Materials Submitted: By submitting material in response
to this RFI, the respondent is agreeing to grant DHS a worldwide,
royalty-free, perpetual, irrevocable, non-exclusive license to use the
material and to make it publicly available. Further, the respondent
agrees that it owns, has a valid license, or is otherwise authorized to
provide the material to DHS.
    This RFI is issued for information and planning purposes only and
does not constitute an offer by the Federal Government to fund, as a
whole or in part, the opportunities referenced herein. This RFI does
not represent a pre-solicitation synopsis or a solicitation and does
not constitute a request for proposal or request for quote.
    The Federal Government will not pay for any information or
administrative costs incurred in responding to this RFI; all costs
associated with responding to this RFI will be solely at the interested
party's expense. Any response received will not be used as a proposal
or quote. The responses to this RFI will be reviewed by the Federal
Government and may be used to develop requirements for future needs.

Pete Gaynor,
Administrator, Federal Emergency Management Agency.
[FR Doc. 2020-12620 Filed 6-10-20; 8:45 am]
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