the corporate governance rules to Controlled Companies.\78\ Proposed
Rule 14A.407 would clarify the application of these rules with respect
to the LTSE Listings Rules, as described below.
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    \78\ The term ``Controlled Company'' is defined in Rule
14.407(c)(1) as an Exchange-listed company of which more than 50% of
the voting power for the election of directors is held by an
individual, a group or another company.
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    IEX Rule 14.407(a) provides exemptions to certain of the Exchange's
corporate governance requirements for asset-backed issuers and other
passive issuers, cooperatives, Foreign Private Issuers,\79\ limited
partnerships and management investment companies. Proposed Rule
14A.407(a) would provide that an LTSE Listings Issuer may not rely on
these exemptions with respect to the LTSE Listings Rules. The Exchange
believes that exemptions for these entities is either (i) not necessary
because LTSE Listings is only available for common equity or (ii) not
appropriate given that LTSE Listings is designed to require particular
minimum corporate governance. However, proposed Rule 14A.407(a) would
clarify that a Foreign Private Issuer that is able to meet all
applicable requirements of Chapter 14A, including the requirement to
distribute an Annual Report Supplement, would be permitted to list on
LTSE Listings.
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    \79\ Pursuant to IEX Rule 14.002(a)(15), the term ``Foreign
Private Issuer'' as used in the Exchange's rules has the same
meaning as under Exchange Act Rule 3b-4.
---------------------------------------------------------------------------

    IEX Rule 14.407(b) allows a company listed on the Exchange to
phase-in its compliance with certain Exchange rules over a period of
time in certain situations, including for initial public offerings,
companies emerging from bankruptcy, transfers from other markets, and
companies ceasing to be a Smaller Reporting Company. These phase-in
schedules would apply to LTSE Listings Issuers in the same manner as
they would apply to other companies listed on the Exchange. In addition
to these phase-in schedules, proposed Rule 14A.407(b) would provide
that an LTSE Listings Issuer that is listing in connection with its
initial public offering or that is emerging from bankruptcy is
permitted to phase-in its compliance with the requirement that the LTSP
Committee be comprised of a majority of independent directors.
Specifically, this rule would provide that at least one member of the
LTSP Committee must be an independent director at the time of listing
and a majority of the members of the LTSP Committee must be independent
within 90 days of listing. This phase-in schedule is substantially
similar to the corresponding phase-in schedules applicable to other
board committees.\80\
---------------------------------------------------------------------------

    \80\ See IEX Rule 14.407(b)(1).
---------------------------------------------------------------------------

    IEX Rule 14.407(c) outlines how the Exchange's listing rules apply
to a Controlled Company. This rule provides that a Controlled Company
is generally exempt from requirements to establish a compensation
committee and requirements relating to independent director oversight
of director nominations. These exemptions would apply to LTSE Listings
Issuers in the same manner as they would apply to other companies
listed on the Exchange. In addition to these exemptions, proposed Rule
14A.407(c)(1) would provide that a Controlled Company is exempt from
the additional compensation committee and nominating/corporate
governance committee requirements under proposed LTSE Listings Rules
14A.405(b) and 14A.405(d), except for the requirement to adopt
executive compensation guidelines under proposed Rule 14A.405(b)(3).
Proposed Rule 14A.407(c)(2) would provide that to the extent that a
Controlled Company does not have a compensation committee, the
independent directors on the LTSP Committee or the independent
directors of the board of directors must be responsible for adopting
the executive compensation guidelines.
(v) Notification of Noncompliance
    IEX Rule 14.410 provides that a company listed on the Exchange must
provide the Exchange with prompt notification after an Executive
Officer of the company becomes aware of any noncompliance by the
company with the requirements of Rule Series 14.400, which outlines the
general corporate governance requirements for companies listed on the
Exchange. Proposed Rule 14A.410 would supplement this requirement by
requiring an LTSE Listings Issuer to provide the Exchange

with prompt notification after an Executive Officer of the LTSE
Listings Issuer becomes aware of any noncompliance by the LTSE Listings
Issuer with the requirements of LTSE Listings Rule Series 14A.400,
which contains the supplemental corporate governance requirements for
LTSE Listings Issuers.
(vi) Shareholder Approval Calculation
    IEX Rule 14.412 sets forth the circumstances in which an Exchange-
listed company is required to obtain shareholder approval prior to the
issuance of securities in connection with the (1) the acquisition of
the stock or assets of another company; (2) a change of control; (3)
equity-based compensation of officers, directors, employees, or
consultants; and (4) private placements. In some cases, such approval
is required, among other potential triggers, if the common stock being
issued ``has or will have upon issuance voting power equal to or in
excess of 20% of the voting power outstanding before the issuance . .
.'' (the ``Shareholder Approval Threshold'').\81\ The Exchange believes
that the purpose of this aspect of the rule is to ensure that existing
shareholders have a voice in transactions that would materially dilute
the voting power of their shares.
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    \81\ IEX Rule 14.412(a)(1)(A). Shareholder approval may also be
required if the number of shares of common stock to be issued is or
will be equal to or in excess of 20% of the number of shares of
common stock outstanding before the issuance of the stock or
securities. See IEX Rule 14.412(a)(1)(B).
---------------------------------------------------------------------------

    Ordinarily, determining whether an issuance equals or exceeds the
Shareholder Approval Threshold would be a simple calculation: The
issuer would multiply the number of shares to be issued by the voting
power of such shares and divide by the voting power of the shares
outstanding before the issuance. If this number equals or exceeds the
Shareholder Approval Threshold, shareholder approval would be required.
However, shares listed on LTSE Listings (or that are of the same class
of securities that are listed on LTSE Listings) may accrue voting power
over time. As a result, even if the voting power of newly issued shares
of an LTSE Listings Issuer is less than the Shareholder Approval
Threshold at the time of the issuance, it may potentially be greater
than the Shareholder Approval Threshold after a certain period of time,
depending on how many of the new shares are registered in record name
and accrue additional voting power over time, relative to the number of
existing shareholders that do so.
    IEX Rule 14.412 requires that a company listed on the Exchange
receive shareholder approval in advance of the ``potential issuance of
common stock'' where the ``common stock has or will have upon issuance
voting power'' that would exceed the Shareholder Approval Threshold.
The Exchange notes that, by its terms, IEX Rule 14.412 therefore could
be read to look only to the voting power of the shares upon issuance,
rather than the potential voting power of those shares after some
period of time.\82\ However, certain interpretations and supplementary
material relating to other aspects of IEX Rule 14.412 do look to the
potential for changes to the securities being issued, even past the
initial issuance.\83\ As a result, in light of the potential increased
future voting power of new shares to be issued, the Exchange believes
that it is appropriate, in calculating the Shareholder Approval
Threshold, to require that LTSE Listings Issuers assign a greater level
of voting power to the newly issued shares than the Initial Voting
Power of those shares, on the presumption that the ultimate voting
power of those shares will increase over time.
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    \82\ See, e.g., IEX Rule 14.412(a)(1)(A).
    \83\ Specifically, for the purposes of determining the number of
shares to be issued in an offering of future-priced securities, the
Exchange staff will ``look to the maximum potential issuance of
common shares.'' See Supplementary Material .04 to IEX Rule 14.412.
Future-priced securities are securities that are convertible into
common stock at a conversion price that is linked to the market
price of the underlying common stock at the time of conversion. In
such cases, the lower the price of the company's common stock at the
time of conversion, the more shares of common stock the holder of
the future-priced security would receive.
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    The Exchange notes, however, that because shareholders that obtain
shares in a transaction may or may not elect to hold their shares in
record ownership, and may hold them in such manner for varying lengths
of time, it is not possible to determine with precision how many shares
issued in any transaction would accumulate additional voting power or
the extent of voting power those shares will eventually attain. One
potential approach would be to assume that all of the new shares in a
proposed issuance will be registered in record name and held in that
form for ten years, thereby accruing the maximum additional voting
power (i.e., ten times the Initial Voting Power).\84\ Under that
approach, when conducting the shareholder approval calculation, the
issuer would multiply the voting power of the shares to be issued (the
numerator of this calculation) by ten and would then divide that number
by the existing voting power of the shares outstanding (the denominator
of this calculation). The Exchange believes that issuers would then be
required to obtain shareholder approval frequently, because they would
be required to assume a much higher voting power for the shares to be
issued (to account for potential future voting power), but would also
be required to assume that the voting power of the outstanding shares
remains the same. The Exchange believes that this approach would not be
appropriate because the Exchange believes that it would be extremely
unlikely that all shares of a new issuance will be held in record name
by the same shareholder uninterrupted for ten years.\85\ In addition,
the Exchange believes that it would be even more unlikely for all
shares of a new issuance to accrue votes up to the maximum amount while
the shares outstanding remain static and do not accrue any additional
votes. Given what the Exchange believes is the extremely low
probability of this occurrence, the Exchange believes that requiring
issuers to make these particular assumptions will result in LTSE
Listings Issuers needing to obtain shareholder approval for
transactions that would not be materially dilutive to existing
shareholders nor would it be consistent with the objective of the rule,
as it would effectively impose a Shareholder Approval Threshold of 2%
instead of the 20% (if one were to calculate based solely on the
Initial Voting Power of the shares at the time of their issuance). The
Exchange does not believe that imposing the burden of obtaining
shareholder approval (including the

monetary costs as well as time and uncertainty) would be justified for
transactions that the Exchange believes are unlikely to be materially
dilutive to the voting power of existing shareholders.
---------------------------------------------------------------------------

    \84\ This approach would be similar to the approach required for
calculating the number of shares that may be issued pursuant to an
offering of future-priced securities, as discussed supra note 83.
However, the Exchange believes that this approach would not be
appropriate for determining whether the voting power of an issuance
by an LTSE Listings Issuer would exceed the Shareholder Approval
Threshold. In addition to the reasons described below, the Exchange
believes purchasers of convertible securities have a strong economic
incentive to exercise their conversion rights and acquire common
stock at some point in time. If the price of the underlying common
stock has declined at the time of conversion, the number of shares
of common stock that will be issued (and thus the dilution of
existing shareholders) could increase significantly. While the
Exchange believes that LTSE Listings Issuers will attract more long-
term focused shareholders, not all shareholders will be long-term or
have the incentive, economic or otherwise, to register their shares
in record name and accrue additional voting power, and the Exchange
therefore believes that, for a variety of reasons, many shareholders
will never elect to do so.
    \85\ As discussed above, supra note 11, the average holding
period in 2015 was approximately eight months. Although the Exchange
expects a longer average holding period for LTSE Listings Issuers,
the Exchange believes that assuming a full ten-year holding period
for all shareholders of LTSE Listings Issuers would not be
reasonable.
---------------------------------------------------------------------------

    Proposed Rule 14A.412 would take what the Exchange believes to be a
more reasonable and balanced approach that is aligned with the purpose
of this requirement, while still taking into account the potential
increased future voting power of new shares to be issued.\86\
Specifically, for LTSE Listings Issuers that have been listed on LTSE
Listings for at least five years, the numerator of the shareholder
approval calculation would be determined by multiplying the number of
shares to be issued by the product of the Initial Voting Power for such
shares and a ``Long-Term Voting Factor,'' rather than just the Initial
Voting Power of such shares. The Long-Term Voting Factor is intended to
estimate the extent of the increase in voting power that the new shares
to be issued are likely to obtain based on the percentage of increased
voting power that existing issued shares have already obtained. This
percentage would be applied to the new shares to be issued, thus
estimating the likely voting power that the new shares would obtain
over time.
---------------------------------------------------------------------------

    \86\ The Exchange has included examples demonstrating how an
LTSE Listings Issuer would conduct the shareholder approval
calculations under proposed Rule 14A.412, as compared to alternative
approaches considered, in Exhibit 3.
---------------------------------------------------------------------------

    The Long-Term Voting Factor would be calculated by dividing, as of
the Shareholder Approval Calculation Date (defined below), the voting
power outstanding attributable to the LTSE-Listings Issuer's shares
listed on LTSE Listings by the combined Initial Voting Power of those
shares. This number will be equal to one if none of the LTSE Listings
Issuer's shareholders have accrued additional voting power and will
increase beyond one at a rate proportional to the number of additional
votes attributable to LTSE Listings' long-term voting mechanics. In
other words, the Long-Term Voting Factor represents the effect of long-
term voting on the LTSE Listings Issuer's outstanding voting power as
of the Shareholder Approval Calculation Date. For example, if an LTSE
Listings Issuer has 1,000,000 shares outstanding on the Shareholder
Approval Calculation Date, each with an Initial Voting Power of one
vote per share, and as a result of increases in voting power over time,
those shares have a total of 3,000,000 votes, the Long-Term Voting
Factor would be 3.0. The formula would then assume that new shares to
be issued would similarly achieve three votes per share over some
period of time in the future. Given that the Exchange is unable to
predict how many shareholders will actually elect to hold their shares
in record ownership and thereby accrue additional voting power, or how
long such shareholders would hold their shares, the Exchange believes
that it is reasonable to look to the LTSE Listings Issuer's prior
experience and apply that same experience to the new shares to be
issued.
    For LTSE Listings Issuers that have been listed on LTSE Listings
for fewer than five years, the numerator in the shareholder approval
calculation would be the greater of (i) the number of shares to be
issued multiplied by the product of the Initial Voting Power for such
shares and the Long-Term Voting Factor or (ii) the number of shares to
be issued multiplied by the Initial Voting Power of such shares further
multiplied by two. This effectively applies a minimum Long-Term Voting
Factor of two to LTSE Listings Issuers that have been listed on LTSE
for fewer than five years, even where the LTSE Listings Issuer has an
actual Long-Term Voting Factor of less than two. The Exchange believes
that imposing this minimum multiple of two is appropriate because the
actual Long-Term Voting Factor that these companies would have
experienced during their short period of time of being public companies
is likely to be lower than longer-listed issuers and may not be
representative of the longer-term growth in voting power that the new
shares may ultimately attain.\87\
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    \87\ If the LTSE Listings category is approved, the Exchange
will periodically assess whether a five year cut-off for applying a
minimum Long-Term Voting Factor and the minimum Long-Term Voting
Factor of two continue to be appropriate, or whether either should
be modified based on its experience with LTSE Listings Issuers. For
example, the Exchange will consider when the rate of growth of the
voting power of an LTSE Listings Issuer's shares typically becomes
relatively stable, and at what level. The Exchange notes that any
such modification would be subject to the provisions of Section
19(b)(1) under the Act and Rule 19b-4 thereunder. See 15 U.S.C.
78s(b)(1) and 17 CFR 240.19b-4.
---------------------------------------------------------------------------

    As stated above, it is difficult to predict with any level of
certainty how many shareholders will register their shares in record
name and accrue additional voting power; however, the Exchange believes
that applying a minimum multiple of two for companies that have been
listed on LTSE for less than five years is reasonable and
conservatively estimates the relative potential voting power of the new
shares to be issued. This belief is informed by the Exchange's
understanding of current shareholder turnover data, such as that in
2015 (albeit for non-LTSE Listings Issuers), investors held a stock for
an average of about eight months.\88\ A minimum Long-Term Voting Factor
of two, however, the Exchange believes conservatively assumes a much
longer average holding period. By way of example, an LTSE Listings
Issuer would only have actually achieved a Long-Term Voting Factor of
two, even after five years, if 20% of its outstanding shares were
registered in the name of their shareholders on the books of the
company in the first month following the issuer's IPO and such shares
remained registered to those same investors without any interim
transfers throughout the five-year period, and no other shares were
added during that period.\89\ Both the factor of two and the five-year
threshold are being imposed on the basis of the Exchange's best
judgment, which the Exchange believes balances the need to recognize
that the shares' voting power can increase with the burden faced by
companies seeking shareholder approval.
---------------------------------------------------------------------------

    \88\ See Turnover Ratio of Domestic Shares, supra note 11.
    \89\ If the LTSE Listings category is approved, the Exchange
will periodically assess whether the minimum Long-Term Voting Factor
of two for LTSE Listings Issuers listed for less than five years
should be modified based on its experience with LTSE Listings
Issuers. The Exchange notes that any such modification would be
subject to the provisions of Section 19(b)(1) under the Act and Rule
19b-4 thereunder. See 15 U.S.C. 78s(b)(1) and 17 CFR 240.19b-4.
---------------------------------------------------------------------------

    Proposed Rule 14A.412(b) would also clarify how to calculate the
denominator in the shareholder approval calculation. IEX Rule
14.412(e)(2) currently provides that the denominator (voting power
outstanding) refers to the ``aggregate number of votes which may be
cast by holders of those securities outstanding which entitle the
holders thereof to vote generally on all matters submitted to the
Company's security holders for a vote.'' The calculation would be the
same for LTSE Listings Issuers, except that proposed Rule 14A.412(b)
would provide that this calculation must be made as of the Shareholder
Approval Calculation Date, which would be the date on which an LTSE
Listings Issuer enters into a binding agreement to conduct a
transaction that may require shareholder approval under IEX Rule 14.412
(i.e., the acquisition of stock of assets of another company or a
private placement). The Exchange already expects Exchange-listed
issuers to conduct this calculation as of this date; \90\ however,
because the shares of

an LTSE Listings Issuer may accrue voting power over time, unlike the
shares of other Exchange-listed companies, the Exchange believes it is
important to explicitly specify in the LTSE Listings Rules the date on
which this calculation must be performed.
---------------------------------------------------------------------------

    \90\ The Exchange understands that other national securities
exchanges similarly expect their listed issuers to conduct the
shareholder approval calculation under those exchanges'
substantially similar rules as of this date.
---------------------------------------------------------------------------

    The provisions described above are designed to clarify how the
shareholder approval calculation under IEX Rule 14.412 would be
conducted by an LTSE Listings Issuer. All other provisions of IEX Rule
14.412 would continue to apply, including, for example, the financial
viability exception in IEX Rule 14.412(f).
(vii) Failure To Meet LTSE Listings Standards
    Pursuant to IEX Rule 14.500(a), securities of an Exchange-listed
company that do not meet the listing standards set forth in Chapters 14
and 16 of the Exchange's rulebook are subject to potential delisting
from the Exchange. IEX Rule Series 14.500 sets forth procedures for the
independent review, suspension and delisting of companies that fail to
satisfy such standards. Proposed Rule 14A.500(a) would provide that a
failure to meet the listing standards set forth in the LTSE Listings
Rules would be treated as a failure to meet the listing standards set
forth in Chapter 14 of the Exchange's rulebook for purposes of IEX Rule
Series 14.500. As a result, the procedures set forth in the IEX Rule
Series 14.500 would apply to any LTSE Listings Issuer that fails to
comply with the listing standards in the LTSE Listings Rules, in
addition to other applicable listing standards in the Exchange's
rulebook.
    IEX Rule 14.501(d) provides that if a company fails to satisfy the
Exchange's listing standards, the type of deficiency at issue will
determine whether the company will be immediately suspended or
delisted, whether the company will have an opportunity to submit a plan
to regain compliance or whether the company is entitled to an automatic
cure or compliance period before a delisting determination is issued.
Proposed Rule 14A.500(b) would provide that a failure to satisfy one or
more of the LTSE Listings Rules will be treated as a deficiency for
which a company may submit a plan to regain compliance in accordance
with the Exchange's rules. Like all companies listed on the Exchange,
LTSE Listings Issuers will be fully subject to IEX rules related to
noncompliance and delisting, as set forth in Chapter 14 of the
Exchange's rules.
    Proposed Rule 14A.500(c) would provide that in the event that an
LTSE Listings Issuer becomes subject to delisting from LTSE Listings
for failure to satisfy one or more LTSE Listings Rules but is otherwise
in compliance with all other applicable listing rules of the Exchange,
the Exchange may permit such issuer to remain listed on the Exchange,
provided that such issuer will cease to be listed on LTSE Listings and
will cease to be an LTSE Listings Issuer.\91\ In such cases, the
Exchange would assess whether the issuer is in compliance with the
Exchange's continued listing criteria (other than continued listing
criteria applicable solely to LTSE Listings Issuers); however, the
issuer would not need to resubmit a listing application to remain
listed on the Exchange.
---------------------------------------------------------------------------

    \91\ Regardless of whether or not the Exchange permits an LTSE
Listings Issuer to remain listed on the Exchange in such
circumstances, the Exchange would expect the issuer to comply with
any disclosure obligations relating to the receipt of a notification
of deficiency or delisting determination as set forth in IEX Rule
14.501(c) and Item 3.01 of Form 8-K with respect to the termination
of its listing on LTSE Listings.
---------------------------------------------------------------------------

(viii) Listing Fees for LTSE Listings Issuers
    Proposed Rule Series 14A.600 is currently marked ``Reserved.'' The
Exchange intends to file a separate proposed rule change with the
Commission under Section 19 of the Act that would addresses [sic]
listing fees applicable to LTSE Listings Issuers.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act in general,\92\ and further the objectives
of Section 6(b)(5) of the Act,\93\ in particular, in that it 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 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.
---------------------------------------------------------------------------

    \92\ 15 U.S.C. 78f.
    \93\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    As discussed in detail in the Purpose section above, the Exchange
believes that there is growing concern among market observers that
pressures to meet short-term expectations have resulted in negative
consequences for companies, investors and the economy as a whole. The
Exchange believes that the LTSE Listings Rules would remove impediments
to a free and open market and protect investors and the public interest
by providing the marketplace with a differentiated listing venue choice
that seeks to encourage greater focus by companies and investors on the
long-term. Specifically, the LTSE Listings Rules are intended to better
enable companies to focus on long-term value creation, potentially
enhancing opportunities for capital formation, and are also intended to
foster transparency and effective corporate governance, which would
benefit all investors, particularly those with a long-term focus. In
addition, because listing on LTSE Listings and becoming subject to the
LTSE Listings Rules is a voluntary election, the LTSE Listings Rules
are not designed to permit unfair discrimination among issuers.
    The following subsections provide additional detail on how the LTSE
Listings Rules are designed to further the objectives of Section 6(b)
of the Act.
(1) Board of Directors and Committee Requirements
    As described in the Purpose section under ``Board of Directors and
Committee Requirements,'' the proposed LTSE Listings Rules would impose
additional obligations on the boards of directors and board committees
of LTSE Listings Issuers. For example, the LTSE Listings Rules would
require each LTSE Listings Issuer to establish a board committee
dedicated to overseeing the issuer's strategies for creating and
sustaining long-term growth (i.e., an LTSP Committee). Among other
things, the LTSP Committee would be required to review and approve an
LTSE Listings Issuer's LTSP Disclosures, including the disclosure of
its Long-Term Growth Strategy, on at least an annual basis. The
Exchange believes that these requirements would protect investors and
the public interest because it would help LTSE Listings Issuers focus
on long-term goals. The LTSE Listings Rules would also require LTSE
Listings Issuers to establish an independent committee dedicated to
selecting or recommending qualified director nominees (i.e., a
nominating/corporate governance committee). In addition, the LTSE
Listings Rules would require the LTSP Committee, the nominating/
corporate governance committee, the compensation committee and the
audit committee to report regularly to the board of directors and would
require that the charters of such committees be made available on or
through the LTSE Listings Issuer's website. The Exchange believes that
these requirements are consistent with the protection of investors and
the public interest

because they are designed to support the governance structure
objectives of LTSE Listings.
(2) Long-Term Strategy and Product Disclosures
    As described in the Purpose section under ``Long-Term Strategy and
Product Disclosures,'' the proposed LTSE Listings Rules would require
LTSE Listings Issuers to provide investors with LTSP Disclosures, which
are supplemental disclosures regarding an LTSE Listings Issuer's long-
term strategy and products. Specifically, the LTSP Disclosures would
include disclosures relating to an LTSE Listings Issuer's Long-Term
Growth Strategy, Buybacks, Human Capital Investment and research and
development. These disclosures would be in addition to the disclosures
required under the Act, the Commission's rules thereunder and the
Exchange's other rules. The Exchange believes that the LTSP Disclosures
would be consistent with the aims of the existing disclosure
requirements of the Act--to ensure that investors receive full and
accurate information so that they can make informed investment
decisions--and are thereby consistent with the protection of investors
and the public interest. Specifically, the Exchange believes that the
LTSP Disclosure requirements would ensure that investors receive
sufficient information to evaluate a company's progress toward meeting
long-term goals. Although only LTSE Listings Issuers would be subject
to these requirements, these requirements would not unfairly
discriminate among issuers as only those companies electing to be
subject to the LTSE Listings Rules would be subject to these
requirements.
(3) Long-Term Alignment of Executive Compensation
    As described in the Purpose section under ``Long-Term Alignment of
Executive Compensation,'' the LTSE Listings Rules would require that an
LTSE Listings Issuer's compensation committee adopt a set of executive
compensation guidelines applicable to Executive Officers that are
designed to link executive compensation to the long-term value of the
LTSE Listings Issuer. The Exchange believes that these requirements are
consistent with the protection of investors and the public interest,
consistent with Section 6(b)(5) of the Act, because they would help
ensure that Executive Officers are incentivized to take actions that
would enhance the long-term growth of an LTSE Listings Issuer, rather
than short-term results. In addition, the Exchange believes that
requiring a stronger link between a company's long-term performance and
its executive compensation is designed to prevent fraudulent and
manipulative acts and practices, by incentivizing executives to act in
the long-term interest of LTSE Listings Issuers and limiting the extent
to which executives could personally profit from efforts to effect
short-term performance.
(4) Long-Term Shareholder Voting Structure
    As described in the Purpose section under ``Long-Term Shareholder
Voting Structure,'' the LTSE Listings Rules would require that LTSE
Listings Issuers maintain voting rights provisions in their corporate
organizational documents that provide shareholders with the ability, at
the shareholders' option, to accrue additional voting power over time.
The Exchange believes that these requirements are consistent with the
protection of investors and the public interest because they would
provide a mechanism by which long-term shareholders can have greater
influence in corporate governance. The Exchange believes that long-term
shareholders are more likely than short-term investors to exercise
their governance rights in a manner that prioritizes long-term growth
over short-term results, and thus it is in the public interest and
furthers the protection of investors for longer-term investors to have
a greater role in corporate governance. In this regard, the Commission
has noted that, ``when the interests of long-term investors and short-
term traders conflict . . . its clear responsibility is to uphold the
interests of long-term investors.'' \94\ Further, the Exchange believes
that, consistent with Section 6(b)(5) of the Act, the long-term voting
rights provisions would not be unfairly discriminatory, as any
shareholder of an LTSE Listings Issuer would have equal opportunity to
elect to move their shares into registered form and accrue additional
voting rights. Further, by requiring that the length of a shareholder's
ownership be consistently measured through the shareholder's record
ownership on an LTSE Listings Issuer's books, transferred to and from
``street name'' through a DRP, the Exchange believes that the system
will foster cooperation and coordination with persons engaged in
regulating, clearing, settling, and processing information with respect
to, and facilitating transactions in securities, consistent with
Section 6(b)(5) of the Act.
---------------------------------------------------------------------------

    \94\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37495, 37500 (June 29, 2005).
---------------------------------------------------------------------------

(5) Other Long-Term Requirements
    As described in the Purpose section under ``Other Long-Term
Requirements,'' the LTSE Listings Rules would include certain other
rules designed to encourage LTSE Listings Issuers to focus on long-term
value creation. For example, the LTSE Listings Rules would provide that
LTSE Listings Issuers are generally prohibited from providing Earnings
Guidance more frequently than annually. The Exchange believes that this
requirement is consistent with the protection of investors and the
public interest by enhancing the ability of companies to withstand
short-term pressures and focus on long-term growth, and is designed to
prevent fraudulent and manipulative acts and practices, such as the
risk that a company could take actions to artificially meet prior
Earnings Guidance.
    The LTSE Listings Rules would also require that each LTSE Listings
Issuer develop and publish a policy regarding an LTSE Listings Issuer's
impact on the environment and community, and a policy explaining an
LTSE Listings Issuer's approach to diversity. The Exchange believes
that this requirement is consistent with the protection of investors
and the public interest by ensuring that companies consider their
impact on various stakeholders and the sustainability of their
business.
    The LTSE Listings Rules would require LTSE Listings Issuers to have
and maintain a publicly accessible website. Documents required to be
posted on this website under the LTSE Listings Rules would be required
to be made available in a printable version in the English language.
The Exchange believes that these requirements are consistent with the
protection of investors and the public interest by ensuring that
investors and the public have access to the disclosures and other
documents required by the LTSE Listings Rules.
    The LTSE Listings Rules would require LTSE Listings Issuers to make
certain certifications to the Exchange. Specifically, LTSE Listings
Issuers would be required to certify, at or before the time of listing,
that all applicable listing criteria, including listing criteria under
the LTSE Listings Rules, have been satisfied. In addition, the LTSE
Listings Rules would require the CEO of each LTSE Listings Issuer to
certify annually to the Exchange that the LTSE Listings Issuer is in
compliance with proposed Rule Series 14A.400, which would contain the
corporate governance

requirements of the LTSE Listings Rules, qualifying the certification
to the extent necessary. The Exchange believes that these certification
requirements are consistent with the protection of investors and the
public interest and are designed to prevent fraudulent and manipulative
acts and practices. As discussed in the Purpose section, given the
unique nature of the LTSE Listings Rules, the Exchange believes that
adding an annual certification requirement for LTSE Listings Issuers
will assist the CEO and senior management of such issuers in ensuring
compliance with LTSE Listings corporate governance requirements on an
ongoing basis.
(6) Proposed Rules Clarifying Application of Existing Exchange Rules
    As described in the Purpose section under ``Proposed Rules
Clarifying Application of Existing Exchange Rules,'' the LTSE Listings
Rules would include a number of rules that would clarify the
application of existing Exchange rules to LTSE Listings Issuers. In
general, these rules would provide that LTSE Listings Issuers must
comply with both the LTSE Listings Rules as well as all other
applicable rules of the Exchange. However, these rules would also
explain any deviations from this general principle. For example,
although the Exchange maintains listing rules relevant for various
types of securities, including American Depositary Receipts, preferred
stock, rights and warrants, among others, the LTSE Listings Rules would
clarify that only common equity securities would be eligible for
listing on LTSE Listings. Similarly, although the Exchange maintains a
number of exemptions from certain corporate governance requirements for
certain types of issuers (e.g., Foreign Private Issuers), certain
exemptions would not be available for LTSE Listings Issuers. The
Exchange believes that these rules are consistent with protecting
investors and the public interest because they would provide
transparency to issuers and investors on how the Exchange's existing
rules would apply to an LTSE Listings Issuer. Although these rules
discriminate between issuers listed on LTSE Listings and other issuers
listed on the Exchange, as well as between the type of security listed,
the Exchange believes that the rules are not unfairly discriminatory,
as companies are free to elect whether to list on LTSE Listings and be
subject to its additional requirements.
    Another example of a proposed rule that would clarify the
application of existing Exchange rules to LTSE Listings Issuers is
proposed Rule 14A.412, which would clarify how an LTSE Listings Issuer
would conduct the shareholder approval calculation in IEX Rule 14.412.
The Exchange believes that this proposed Rule would further the
objectives of Section 6(b)(5) of the Act because it would ensure that
the long-term voting mechanics of the LTSE Listings Rules are taken
into account when conducting this calculation. As discussed in the
Purpose section, the Exchange believes that the proposed approach
appropriately balances the reasonably likely potential dilution to
existing shareholders without imposing a disparately burdensome
shareholder approval requirement on LTSE Listings Issuers. The fact
that shares may accrue voting power over time means that shares may be
issued that have voting power that is less than the Shareholder
Approval Threshold at the time of issuance, but potentially greater
than the Shareholder Approval Threshold after a certain period of time.
This would increase the dilution to the shareholders that held shares
prior to that issuance. Although such existing shareholders would also
have the ability to accrue additional voting power, to protect such
shareholders and promote just and equitable principles of trade,
proposed Rule 14A.412 would require LTSE Listings Issuers to take into
account the likely voting power growth that the potential new shares
would obtain over time (i.e., the Long-Term Voting Factor) when
determining whether an issuance covered by IEX Rule 14.412 would
require shareholder approval.
    For purposes of proposed Rule 14A.412, the assumed growth in voting
power for the potential new shares is equal to the actual growth in
voting power that the existing shares have obtained; however, shares of
relatively new LTSE Listings Issuers may not have had time to accrue
additional voting power. In other words, the Long-Term Voting Factor
may be lower than what it would otherwise be for an LTSE-Listings
Issuer that has been listed on LTSE Listings for a longer period of
time. As a result, proposed Rule 14A.412 provides that LTSE Listings
Issuers that have been listed for fewer than five years must assume a
minimum Long-Term Voting Factor of two.\95\ The Exchange believes that
this provision further protects investors and helps ensure that the
shareholder approval calculation in IEX Rule 14.412 appropriately
balances the interests of existing shareholders in having a vote on
potentially dilutive share issuances with the burden of holding a
shareholder meeting under circumstances when material dilution is
unlikely. The Exchange believes that this approach is consistent with
the policy objectives of IEX Rule 14.412 as discussed in the Purpose
section.
---------------------------------------------------------------------------

    \95\ As noted in the Purpose section, if the LTSE Listings
category is approved, the Exchange will periodically assess whether
the minimum Long-Term Voting Factor of two should be modified based
on its experience with LTSE Listings Issuers. The Exchange notes
that any such modification would be subject to the provisions of
Section 19(b)(1) under the Act and Rule 19b-4 thereunder. See 15
U.S.C. 78s(b)(1) and 17 CFR 240.19b-4.
---------------------------------------------------------------------------

    Proposed Rule 14A.500(c) would provide that in the event that an
LTSE Listings Issuer becomes subject to delisting from LTSE Listings
for failure to satisfy one or more LTSE Listings Rules but is otherwise
in compliance with all other applicable listing rules of the Exchange,
the Exchange may permit such issuer to remain listed on the Exchange,
provided that such issuer will cease to be listed on LTSE Listings and
will cease to be an LTSE Listings Issuer.\96\ The Exchange would assess
whether such an issuer is in compliance with the Exchange's continued
listing criteria (other than continued listing criteria applicable
solely to LTSE Listings Issuers), and this provision would allow such
an issuer to remain listed on the Exchange without going through the
process of reapplying for an Exchange listing, which the Exchange
believes would be disruptive to the issuer and its investors. As a
result, the Exchange believes that this proposed rule would further the
objectives of Section 6(b)(5) of the Act by, among other things,
helping to remove impediments to and perfect the mechanism of a free
and open market.
---------------------------------------------------------------------------

    \96\ The Exchange believes that this provision is similar to
rules of other national securities exchanges that permit an issuer
receiving a delisting determination to transfer to a separate
segment of such exchange, subject to compliance with the continued
listing standards of the separate segment. See Nasdaq FAQ
Identification No. 474 (7/31/2012). Accordingly, the Exchange does
not believe that this aspect of the LTSE Listings Rules raises any
new or novel issues and is consistent with requirements of Section
6(b)(5) of the Act.
---------------------------------------------------------------------------

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

    The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act. To the contrary,
the Exchange believes that the proposed rule change will enhance
competition between exchange listing markets in furtherance of Section
11A(a)(1)(C)(ii) of the Act \97\ and consistent with Section 6(b)(8) of
the

Act \98\ because it will provide issuers with an alternative with a
differentiated offering as compared to the other listing rules existing
on other national securities exchanges and the Exchange itself.
Moreover, as a new listing venue, the Exchange expects to face intense
competition from existing exchanges. Consequently, the degree to which
a new listing category on the Exchange could impose any burden on
intermarket competition is extremely limited, and the Exchange does not
believe that such listing category would impose any burden on competing
venues that is not necessary or appropriate in furtherance of the
purposes of the Act. In addition, there is no barrier to other
exchanges adopting similar listing standards. To the extent LTSE
Listings is successful in attracting issuers to the list on the
Exchange, other exchanges or potential new entrants could respond by
adopting their own rules that are designed to foster long-term value
creation.
---------------------------------------------------------------------------

    \97\ 15 U.S.C. 78k-1(a)(1)(C)(ii).
    \98\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    The Exchange also does not believe that the proposed rule change
will result in any burden on intramarket competition since becoming
subject to the supplemental standards in the LTSE Listings Rules is
completely voluntary. Issuers can elect to list on the Exchange without
listing on LTSE Listings, or can elect to become subject to the
heightened standards of the LTSE Listings Rules. The Commission and
Congress have in other contexts recognized that companies may elect to
be subject to greater compliance obligations than strictly required, or
elect not to rely on exemptions that may otherwise be available. For
example, in adopting the Jumpstart Our Business Startups Act,\99\
Congress provided that emerging growth companies could, but were not
required to, elect to rely on exemptions from various securities law
requirements.\100\ Similarly, the Commission provides that classes of
companies, such as Smaller Reporting Companies, may but are not
required to provide particular disclosures.\101\ Similarly, other
national securities exchanges have adopted categories for listed
companies that elect to become subject to higher standards than other
companies listed on such national securities exchange.\102\
---------------------------------------------------------------------------

    \99\ Public Law 112-106, 126 Stat. 306 (2012).
    \100\ For example, emerging growth companies may, but ``need not
present more than 2 years of audited financial statements in order
for the registration statement of such emerging growth company with
respect to an initial public offering of its common equity
securities to be effective . . .'' See Securities Act Section
7(a)(2)(A); 15 U.S.C. 77g(a)(2)(A).
    \101\ See, e.g., Regulation S-K, Item 10(f); 17 CFR 229.10(f)
(``[a] smaller reporting company may comply with either the
requirements applicable to smaller reporting companies or the
requirements applicable to other companies for each item, unless the
requirements for smaller reporting companies specify that smaller
reporting companies must comply with the smaller reporting company
requirements'').
    \102\ See generally Nasdaq Rule 5000 series (containing more
stringent listing standards for issuers listed on the ``Nasdaq
Global Select Market'' as compared to those listed on the ``Nasdaq
Global Market'' or the ``Nasdaq Capital Market'').
---------------------------------------------------------------------------

    The Exchange also does not believe that the proposal will impose
any burden on competition between LTSE Listings Issuers that is not
necessary or appropriate in furtherance of the purposes of the Act
because all companies electing to list on LTSE Listings will be subject
to the same standards. Furthermore, where appropriate, the LTSE
Listings Rules are designed to provide LTSE Listings Issuers with
flexibility to implement the minimum standards contained in the LTSE
Listings Rules in ways that are best suited for that issuer's business.
    Finally, the Exchange does not believe that the transfer agent
certification requirement under proposed Rule 14A.413(b)(5) will impose
a burden on competition with respect to transfer agents. While not all
transfer agents will be able to implement the required software or
other systems or processes, any transfer agent can choose to invest the
resources necessary to implement such software or other systems or
processes. Moreover, as noted above, as a new listing venue, the
Exchange expects to face intense competition from existing exchanges.
Consequently, the degree to which a new listing category on the
Exchange could impose any burden on competition among transfer agents
is extremely limited, and the Exchange does not believe that such
listing category would impose any burden on transfer agents that is not
necessary or appropriate in furtherance of the purposes of the Act.

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

    Written comments were neither solicited nor received.

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

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period 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 self-regulatory organization consents, the Commission will:
    (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 protected]. Please include
File Number SR-IEX-2018-06 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-IEX-2018-06. 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 such filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. 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-IEX-2018-06 and should be submitted on or before April 23,
2018.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\103\
---------------------------------------------------------------------------

    \103\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jill Peterson,
Assistant Secretary.
[FR Doc. 2018-06568 Filed 3-30-18; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 77, Number 10 (Tuesday, January 17, 2012)]
[Notices]
[Pages 2343-2344]
[FR Doc No: 2012-747]

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

DEPARTMENT OF TRANSPORTATION

Federal Railroad Administration

[Docket Number FRA-2009-0078]

Petition for Waiver of Compliance

    In accordance with part 211 of title 49 of the Code of Federal
Regulations (CFR), this document provides the public notice that by a
document dated December 21, 2011, the American Short Line and Regional
Railroad Association (ASLRRA), on behalf of its member railroads, has
petitioned the Federal Railroad Administration (FRA) for a 2-year
extension of the waivers of the hours of service requirements at 49
U.S.C. 21103(A)(4)(a), which were granted on March 5, 2010 (for 6-day
per week regular schedules), and November 22, 2011 (for 5-day per week
regular schedules with an occasional sixth work day).
    In its petition, ASLRRA seeks to extend the waivers that granted
relief

from 49 U.S.C. 21103(A)(4)(a) allowing covered train employees to
initiate an on-duty period for 6 consecutive days followed by 24,
rather than 48, hours off duty. Additionally, ASLRRA explains that the
waivers have had no negative impact on safety, and have provided
benefits for the railroads, shippers, and employees.
    A copy of the petition, as well as any written communications
concerning the petition, is available for review online at
www.regulations.gov and in person at the U.S. Department of
Transportation's (DOT) Docket Operations Facility, 1200 New Jersey Ave.
SE., W12-140, Washington, DC 20590. The Docket Operations Facility is
open from 9 a.m. to 5 p.m., Monday through Friday, except Federal
Holidays.
    Interested parties are invited to participate in these proceedings
by submitting written views, data, or comments. FRA does not anticipate
scheduling a public hearing in connection with these proceedings since
the facts do not appear to warrant a hearing. If any interested party
desires an opportunity for oral comment, they should notify FRA, in
writing, before the end of the comment period and specify the basis for
their request.
    All communications concerning these proceedings should identify the
appropriate docket number and may be submitted by any of the following
methods:
     Web site: http://www.regulations.gov. Follow the online
instructions for submitting comments.
     Fax:<PHONE_NUMBER>.
     Mail: Docket Operations Facility, U.S. Department of
Transportation, 1200 New Jersey Avenue SE., W12-140, Washington, DC
20590.
     Hand Delivery: 1200 New Jersey Avenue SE., Room W12-140,
Washington, DC 20590, between 9 a.m. and 5 p.m., Monday through Friday,
except Federal Holidays.
    Communications received by March 2, 2012 will be considered by FRA
before final action is taken. Comments received after that date will be
considered as far as practicable.
    Anyone is able to search the electronic form of any written
communications and comments received into any of our dockets by the
name of the individual submitting the comment (or signing the comment,
if submitted on behalf of an association, business, labor union, etc.).
You may review DOT's complete Privacy Act Statement in the Federal
Register published on April 11, 2000 (Volume 65, Number 70; Pages
19477-78) or online at http://www.dot.gov/privacy.html.

    Issued in Washington, DC, on January 10, 2012.
Ron Hynes,
Acting Deputy Associate Administrator for Regulatory and Legislative
Operations.
[FR Doc. 2012-747 Filed 1-13-12; 8:45 am]
BILLING CODE P


[Federal Register Volume 84, Number 182 (Thursday, September 19, 2019)]
[Notices]
[Pages 49283-49285]
[FR Doc No: 2019-20261]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. PF19-7-000]

WBI Energy Transmission, Inc.; Notice of Intent To Prepare An
Environmental Assessment for the Planned North Bakken Expansion
Project, Request for Comments on Environmental Issues, and Notice of
Public Scoping Session

    The staff of the Federal Energy Regulatory Commission (FERC or
Commission) will prepare an environmental assessment (EA) that will
discuss the environmental impacts of the North Bakken Expansion Project
involving construction and operation of facilities by WBI Energy
Transmission, Inc. (WBI) in Burke, McKenzie, Mountrail, and Williams
Counties, North Dakota. The Commission will use this EA in its
decision-making process to determine whether the project is in the
public convenience and necessity.
    This notice announces the opening of the scoping process the
Commission will use to gather input from the public and interested
agencies about issues regarding the project. The National Environmental
Policy Act (NEPA) requires the Commission to take into account the
environmental impacts that could result from its action whenever it
considers the issuance of a Certificate of Public Convenience and
Necessity. NEPA also requires the Commission to discover concerns the
public may have about proposals. This process is referred to as
``scoping.'' The main goal of the scoping process is to focus the
analysis in the EA on the important environmental issues. By this
notice, the Commission requests public comments on the scope of issues
to address in the EA. To ensure that your comments are timely and
properly recorded, please submit your comments so that the Commission
receives them in Washington, DC on or before 5:00 p.m. Eastern Time on
October 15, 2019.
    You can make a difference by submitting your specific comments or
concerns about the project. Your comments should focus on the potential
environmental effects, reasonable alternatives, and measures to avoid
or lessen environmental impacts. Your input will help the Commission
staff determine what issues they need to evaluate in the EA. Commission
staff will consider all filed comments during the preparation of the
EA.
    If you sent comments on this project to the Commission before the
opening of this docket on June 28, 2019, you will need to file those
comments in Docket No. PF19-7-000 to ensure they are considered as part
of this proceeding.
    This notice is being sent to the Commission's current environmental
mailing list for this project. State and local government
representatives should notify their constituents of this planned
project and encourage them to comment on their areas of concern.
    If you are a landowner receiving this notice, a pipeline company
representative may contact you about the acquisition of an easement to
construct, operate, and maintain the planned facilities. The company
would seek to negotiate a mutually acceptable easement agreement. You
are not required to enter into an agreement. However, if the Commission
approves the project, that approval conveys with it the right of
eminent domain. Therefore, if you and the company do not reach an
easement agreement, the pipeline company could initiate condemnation
proceedings in court. In such instances, compensation would be
determined by a judge in accordance with state law.
    A fact sheet prepared by the FERC entitled ``An Interstate Natural
Gas Facility On My Land? What Do I Need To Know?'' is available for
viewing on the FERC website (www.ferc.gov) at https://www.ferc.gov/resources/guides/gas/gas.pdf. This fact sheet addresses a number of
typically asked questions, including the use of eminent domain and how
to participate in the Commission's proceedings.

Public Participation

    The Commission offers a free service called eSubscription which
makes it easy to stay informed of all issuances and submittals
regarding the dockets/projects to which you subscribe. These instant
email notifications are the fastest way to receive notification and
provide a link to the document files which can reduce the amount of
time you spend researching proceedings. To sign up, go to www.ferc.gov/docs-filing/esubscription.asp.
    For your convenience, there are four methods you can use to submit
your comments to the Commission. The Commission encourages electronic
filing of comments and has staff available to assist you at (866) 208-
3676 or<EMAIL_ADDRESS>Please carefully follow these
instructions so that your comments are properly recorded.
    (1) You can file your comments electronically using the eComment
feature, which is on the Commission's website (www.ferc.gov) under the
link to Documents and Filings. Using eComment is an easy method for

submitting brief, text-only comments on a project;
    (2) You can file your comments electronically by using the eFiling
feature, which is also on the Commission's website (www.ferc.gov) under
the link to Documents and Filings. With eFiling, you can provide
comments in a variety of formats by attaching them as a file with your
submission. New eFiling users must first create an account by clicking
on ``eRegister.'' You will be asked to select the type of filing you
are making; a comment on a particular project is considered a ``Comment
on a Filing;''
    (3) You can file a paper copy of your comments by mailing them to
the following address. Be sure to reference the project docket number
(PF19-7-000) with your submission: Kimberly D. Bose, Secretary, Federal
Energy Regulatory Commission, 888 First Street NE, Room 1A, Washington,
DC 20426; or
    (4) In lieu of sending written comments, the Commission invites you
to attend one of the public scoping sessions its staff will conduct in
the project area, scheduled as follows:

------------------------------------------------------------------------
             Date and time                           Location
------------------------------------------------------------------------
1 October 2019; 4:30-7:30 p.m..........  Central Elementary School, 321
                                          Benson Street N, Tioga, ND
                                          58852,<PHONE_NUMBER>.
2 October 2019; 4:30-7:30 p.m..........  Civic Center Hall, 213 2nd
                                          Street NE, Watford City, ND
                                          58854,<PHONE_NUMBER>.
------------------------------------------------------------------------

    The primary goal of these scoping sessions is to have you identify
the specific environmental issues and concerns that should be
considered in the EA. Individual verbal comments will be taken on a
one-on-one basis with a court reporter. This format is designed to
receive the maximum amount of verbal comments, in a convenient way
during the timeframe allotted.
    Each scoping session is scheduled from 4:30 p.m. to 7:30 p.m.
Central Daylight Time. You may arrive at any time after 4:30 p.m. There
will not be a formal presentation by Commission staff when the session
opens. If you wish to speak, the Commission staff will hand out numbers
in the order of your arrival. Comments will be taken until 7:30 p.m.
However, if no additional numbers have been handed out and all
individuals who wish to provide comments have had an opportunity to do
so, staff may conclude the session at 7:00 p.m. Please see appendix 1
for additional information on the session format and conduct.\1\
---------------------------------------------------------------------------

    \1\ The appendices referenced in this notice will not appear in
the Federal Register. Copies of the appendices were sent to all
those receiving this notice in the mail and are available at
www.ferc.gov using the link called ``eLibrary'' or from the
Commission's Public Reference Room, 888 First Street NE, Washington,
DC 20426, or call<PHONE_NUMBER>. For instructions on connecting to
eLibrary, refer to the last page of this notice.
---------------------------------------------------------------------------

    Your scoping comments will be recorded by a court reporter (with
FERC staff or representative present) and become part of the public
record for this proceeding. Transcripts will be publicly available on
FERC's eLibrary system (see the last page of this notice for
instructions on using eLibrary). If a significant number of people are
interested in providing verbal comments in the one-on-one settings, a
time limit of 5 minutes may be implemented for each commentor.
    It is important to note that the Commission provides equal
consideration to all comments received, whether filed in written form
or provided verbally at a scoping session. Although there will not be a
formal presentation, Commission staff will be available throughout the
scoping session to answer your questions about the environmental review
process. Representatives from WBI will also be present to answer
project-specific questions.
    Please note this is not your only public input opportunity; please
refer to the review process flow chart in appendix 2.

Summary of the Planned Project

    WBI plans to construct and operate five sections of new natural gas
pipeline totaling 102.5 miles. The North Bakken Expansion Project would
provide about 300 million standard cubic feet of natural gas per day to
the Midwest via Northern Border Pipeline Company's (Northern Border)
existing mainline. According to WBI, its project would reduce flaring
in northwest North Dakota.
    The North Bakken Expansion Project would consist of the following
facilities:
     A 61.9-mile-long, 20-inch-diameter natural gas pipeline
from WBI's existing Tioga Compressor Station near Tioga, North Dakota
to a new interconnect with Northern Border's mainline south of Watford
City, North Dakota;
     a new 2,760 horsepower compressor station (Elkhorn Creek
Compressor Station) near the interconnect with Northern Border's
mainline;
     a 20.2-mile-long, 12-inch-diameter pipeline (Line Section
25 Loop) \2\ between the Tioga Compressor Station and an existing
receipt station along WBI's existing Line Section 25;
---------------------------------------------------------------------------

    \2\ A pipeline loop is a segment of pipe constructed parallel to
an existing pipeline to increase capacity.
---------------------------------------------------------------------------

     a 9.5-mile-long, 12-inch-diameter pipeline (Line Section
30 Loop) along WBI's existing Line Section 30;
     a 0.5-mile-long, 20-inch-diameter receipt pipeline (Tioga
Compressor Lateral) at the Tioga Compressor Station;
     a 10.4-mile-long, 12-inch-diameter pipeline (Line Section
7 Lateral) to WBI's existing Line Section 7;
     addition of about 16,875 horsepower to the existing Tioga
Compressor Station;
     uprates to WBI's existing Line Section 25; and
     installation of new and modifications to existing receipt
and delivery points and lateral pipeline facilities along the pipeline
routes, including metering and regulating facilities.
    The general location of the project facilities is shown in appendix
3.

Land Requirements for Construction

    Construction of the planned facilities would disturb about 1,490
acres of land for the aboveground facilities and the pipeline.
Following construction, WBI would maintain about 675 acres for
permanent operation of the project's facilities; the remaining acreage
would be restored and revert to former uses. About 43 percent of the
planned pipeline route parallels existing pipeline, utility, or road
rights-of-way.

The EA Process

    The EA will discuss impacts that could occur as a result of the
construction and operation of the planned project under these general
headings:
     Geology and soils;
     water resources and wetlands;
     vegetation and wildlife;
     threatened and endangered species;
     cultural resources;
     land use;
     socioeconomics;
     air quality and noise;
     public safety; and
     cumulative impacts
    Commission staff will also evaluate possible alternatives to the
planned project or portions of the project, and make recommendations on
how to lessen or avoid impacts on the various resource areas.
    Although no formal application has been filed, Commission staff
have

already initiated a NEPA review under the Commission's pre-filing
process. The purpose of the pre-filing process is to encourage early
involvement of interested stakeholders and to identify and resolve
issues before the Commission receives an application. As part of the
pre-filing review, Commission staff will contact federal and state
agencies to discuss their involvement in the scoping process and the
preparation of the EA.
    The EA will present Commission staffs' independent analysis of the
issues. The EA will be available in electronic format in the public
record through eLibrary \3\ and the Commission's website (https://www.ferc.gov/industries/gas/enviro/eis.asp). If eSubscribed, you will
receive instant email notification when the EA is issued. The EA may be
issued for an allotted public comment period. Commission staff will
consider all comments on the EA before making recommendations to the
Commission. To ensure Commission staff have the opportunity to consider
and address your comments, please carefully follow the instructions in
the Public Participation section, beginning on page 2.
---------------------------------------------------------------------------

    \3\ For instructions on connecting to eLibrary, refer to the
last page of this notice.
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    With this notice, the Commission is asking agencies with
jurisdiction by law and/or special expertise with respect to the
environmental issues related to this project to formally cooperate in
the preparation of the EA.\4\ Agencies that would like to request
cooperating agency status should follow the instructions for filing
comments provided under the Public Participation section of this
notice. Currently, the U.S. Army Corps of Engineers, the U.S. Forest
Service, the U.S. Fish and Wildlife Service, and the Bureau of Land
Management have expressed their intention to participate as cooperating
agencies in the preparation of the EA to satisfy their NEPA
responsibilities related to this project.
---------------------------------------------------------------------------

    \4\ The Council on Environmental Quality regulations addressing
cooperating agency responsibilities are at Title 40 of the Code of
Federal Regulations, Part 1501.6.
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Consultation Under Section 106 of the National Historic Preservation
Act

    In accordance with the Advisory Council on Historic Preservation's
implementing regulations for section 106 of the National Historic
Preservation Act, the Commission is using this notice to initiate
consultation with the applicable State Historic Preservation Office(s),
and to solicit their views and those of other government agencies,
interested Indian tribes, and the public on the project's potential
effects on historic properties.\5\ The EA for this project will
document our findings on the impacts on historic properties and
summarize the status of consultations under section 106.
---------------------------------------------------------------------------

    \5\ The Advisory Council on Historic Preservation regulations
are at Title 36, Code of Federal Regulations, Part 800. Those
regulations define historic properties as any prehistoric or
historic district, site, building, structure, or object included in
or eligible for inclusion in the National Register of Historic
Places.
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Currently Identified Environmental Issues

    Commission staff have already identified several issues that
deserve attention based on a preliminary review of the planned
facilities and the environmental information provided by WBI. This
preliminary list of issues may change based on your comments and our
analysis.
     Potential presence of the federally endangered Dakota
Skipper butterfly;
     Crossing underneath Lake Sakakawea using the horizontal
directional drill method;
     Crossing federally owned land managed by the U.S. Army
Corps of Engineers and the U.S. Forest Service; and
     Crossing a federal conservation easement in the U.S. Fish
and Wildlife Service Crosby Wetland Management District.

Environmental Mailing List

    The environmental mailing list includes federal, state, and local
government representatives and agencies; elected officials;
environmental and public interest groups; Native American Tribes; other
interested parties; and local libraries and newspapers. This list also
includes all affected landowners (as defined in the Commission's
regulations) who are potential right-of-way grantors, whose property
may be used temporarily for project purposes, or who own homes within
certain distances of aboveground facilities, and anyone who submits
comments on the project. Commission staff will update the environmental
mailing list as the analysis proceeds to ensure that Commission notices
related to this environmental review are sent to all individuals,
organizations, and government entities interested in and/or potentially
affected by the planned project.
    If the Commission issues the EA for an allotted public comment
period, a Notice of Availability of the EA will be sent to the
environmental mailing list and will provide instructions to access the
electronic document on the FERC's website (www.ferc.gov). If you need
to make changes to your name/address, or if you would like to remove
your name from the mailing list, please return the attached Mailing
List Update Form (appendix 4).

Becoming an Intervenor

    Once WBI files its application with the Commission, you may want to
become an intervenor which is an official party to the Commission's
proceeding. Only intervenors have the right to seek rehearing of the
Commission's decision and be heard by the courts if they choose to
appeal the Commission's final ruling. An intervenor formally
participates in the proceeding by filing a request to intervene
pursuant to Rule 214 of the Commission's Rules of Practice and
Procedures (18 CFR 385.214). Motions to intervene are more fully
described at http://www.ferc.gov/resources/guides/how-to/intervene.asp.
Please note that the Commission will not accept requests for intervenor
status at this time. You must wait until the Commission receives a
formal application for the project, after which the Commission will
issue a public notice that establishes an intervention deadline.

Additional Information

    Additional information about the project is available from the
Commission's Office of External Affairs, at (866) 208-FERC, or on the
FERC website (www.ferc.gov) using the eLibrary link. Click on the
eLibrary link, click on General Search and enter the docket number in
the Docket Number field, excluding the last three digits (i.e., PF19-
7). Be sure you have selected an appropriate date range. For
assistance, please contact FERC Online Support at
<EMAIL_ADDRESS>or toll free at<PHONE_NUMBER>, or for TTY,
contact<PHONE_NUMBER>. The eLibrary link also provides access to the
texts of all formal documents issued by the Commission, such as orders,
notices, and rulemakings.
    Public sessions or site visits will be posted on the Commission's
calendar located at www.ferc.gov/EventCalendar/EventsList.aspx along
with other related information.

    Dated: September 13, 2019.
Kimberly D. Bose,
Secretary.
[FR Doc. 2019-20261 Filed 9-18-19; 8:45 am]
 BILLING CODE 6717-01-P


[Federal Register: November 6, 2008 (Volume 73, Number 216)]
[Notices]
[Page 66098-66100]
[DOCID:fr06no08-90]

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DEPARTMENT OF TRANSPORTATION

Pipeline and Hazardous Materials Safety Administration

[Docket ID PHMSA-2008-0292]

Pipeline Safety: Technical Assistance Grants to Communities

AGENCY: Pipeline and Hazardous Materials Safety Administration (PHMSA),
DOT.

ACTION: Notice of Technical Assistance Grant Criteria.

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SUMMARY: PHMSA has established the criteria and competitive procedures
that will be used in awarding grants under the Technical Assistance
Grants (TAG) program authorized in 49 U.S.C. 60130 and section 2(e) of
the Pipeline Inspection, Protection, Enforcement, and Safety Act of
2006. Subject to future appropriations, the TAG program will provide
grants to local governments and community groups for engineering and
other technical assistance related to pipeline safety matters. This
Notice also details PHMSA's plans for awarding the three demonstration
grants authorized under the TAG program.

FOR FURTHER INFORMATION CONTACT: Steven Fischer by e-mail at
<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. Background

    Experience shows that informed communities play a vital role in the
safety and reliability of pipeline operations. Accurate information
about the location, operation, and regulation of pipelines facilitates
safe land use planning, effective damage prevention programs, and fast,
safe, and capable emergency response. To those ends, PHMSA has actively
developed and strengthened programs to improve the flow of pipeline
safety information to communities. Over the past several years, PHMSA
has established its Stakeholder Communications website; staffed a
Community Assistance & Technical Services Program within the Office of
Pipeline Safety; offered web-casting of Pipeline Safety Trust meetings;
funded invitational travel for state and local officials to participate
in various planning and review committees; invited public
representatives to our Pipeline Safety Advisory Committees; made
transmission pipeline location information available through the
National Pipeline Mapping System; and strengthened standards for
pipeline operator public awareness programs. Most recently, in January
2008, PHMSA launched the Pipeline and Informed Planning Alliance to
facilitate risk-informed land use and community planning.
    The Technical Assistance Grants (TAG) program, first authorized in
the Pipeline Safety Improvement Act of 2002 (Pub. L. 107-355, codified
at 49 U.S.C. 60130), offers new opportunities to strengthen the depth
and quality of public participation in pipeline safety matters. Section
9 of the Act, titled: ``Pipeline Safety Information Grants to
Communities'' authorized the Secretary of Transportation to make grants
to local communities and organizations for technical assistance
relating to pipeline safety issues. The grants would allow communities
and groups of individuals (not including for-profit entities) to obtain
funding for technical assistance in the form of engineering or other
scientific analysis of pipeline safety issues and help promote public
participation in official proceedings. For purposes of grants
eligibility, communities are defined as cities, towns, villages,
counties, parishes, townships, and similar governmental subdivisions,
or consortiums of such subdivisions. A nongovernmental group

of individuals is eligible for a grant under the TAG program if its
members are affected or potentially affected individuals who are, or
are willing to become, incorporated as a non-profit organization in the
state where they are located. By law, the amount of any grant may not
exceed $50,000 for a single grant recipient and the funds authorized
for these grants may not be derived from user fees collected under 49
U.S.C. 60301. Although the 2002 Act authorized $1,000,000 for grant
awards under the TAG program, to date, no funds have been appropriated
for this purpose.

II. Competitive Procedures for Awarding Technical Assistance Grants

    Beginning in 2005, PHMSA has used the Federal government-wide, web-
based system Grants.gov for posting and processing all new grants
programs. Grants.gov was established as a governmental resource under
the E-Grants Initiative, part of the President's 2002 Fiscal Year
Management Agenda to improve government services to the public. The
system operates as a central storehouse for the timely and accurate
exchange of information and processing of applications for Federal
grant programs. Organizations and individuals who may be interested in
applying for grants may register on the Grants.gov Web site to receive
e-mail notification of grant postings.
    Subject to appropriations, PHMSA will post notice on Grants.gov of
the application deadline and selection criteria for TAG program grants.
The selection criteria will be those established in this Notice, as set
forth below.
    PHMSA plans to use a committee of stakeholder representatives to
assist in reviewing and evaluating applications under the TAG selection
criteria. We have used similar multi-stakeholder committees to assist
in reviewing and recommending awards for both Research and Development
and State Damage Prevention Program grants. As with these grants, PHMSA
will publish on our website the names of the individuals and
organizations comprising the review committee and will identify the
applicants selected and the amount of each grant award.

III. TAG Criteria

    In keeping with Congressional intent, PHMSA has developed TAG
evaluation criteria to be used to rate and select competing proposals.
Together, these criteria are intended to identify projects that target
high-risk areas; offer well-defined plans; foster open communication
with a local community and/or affected pipeline operators; and produce
results that are measurable and transferable to other communities and/
or technology development.
    The evaluation criteria are as follows:
    1. The extent to which the Applicant's project scope is focused on
areas where a pipeline failure could pose a significant risk to people
or to unusually sensitive environmental areas;
    2. The extent to which the proposed project scope demonstrates an
understanding of the specific concern the Applicant wishes to address,
as well as the range of risks affected pipelines pose to the affected
geographic area and the risks the community poses to the pipelines;
    3. The extent to which the proposal demonstrates the Applicant's
experience with and commitment to open communication with affected
operators and to partnerships with other key members of the community;
    4. The extent to which the Applicant's project is designed to
improve performance and safety over time in areas such as engineering,
damage prevention, land use, public education, emergency response, and
community awareness;
    5. The extent to which the Applicant's project plan establishes
clear goals, objectives, milestones, and estimates of project costs;
    6. The extent to which the Applicant has a plan for evaluating and
disseminating results; and
    7. The extent to which the Applicant's project scope provides the
potential for learning or technology transfer to other groups and
communities.

IV. Demonstration Grants--Three Pilots

    Section 5 of the PIPES Act requires the first three Technical
Assistance Grants to be demonstration grants in amounts not exceeding
$25,000 each. These demonstration grants will be funded out of general
funds and will target a specific community information project--the
Pipelines and Informed Planning Alliance (PIPA), as referenced above.
The PIPA project has brought together a wide range of pipeline safety
and local planning interests for the purpose of developing risk-
informed best practices for land use and community planning. The PIPA
project groups have been working on the development of draft best
practices for roughly ten months and are scheduled to report their
conclusions in early 2009. More information on PIPA can be found on
PHMSA's Web site at http://primis.phmsa.dot.gov/comm/
PIPA.htm?nocache=458.
    The PIPA project offers an excellent opportunity to pilot test the
TAG program in the context of an ongoing, previously-authorized
community information project. PHMSA is working closely with the PIPA
Steering Committee to identify communities interested in participating
in the demonstration grants phase of the TAG program. The Steering
Committee has endorsed the concept of asking the pilot communities to
test draft recommended practices currently being developed by the PIPES
task teams. We believe this is a valuable opportunity to advance both
the TAG program and the PIPA project. However, although we anticipate
awarding the three $25,000 grants designated for demonstration projects
under PIPES Act section 5, we expect this amount to cover only a
portion of the draft PIPA recommended practices.
    In keeping with the demonstration project scope, PHMSA intends to
streamline the rating process. Because we are limiting the
demonstration grants to a specific community information project, we
will not use the grants.gov system for applications or the full range
of TAG evaluation criteria discussed above in selecting the three
demonstration grant recipients. Instead, PHMSA, in consultation with
the PIPA Steering Committee, will select the three pilot communities
based on the Applicant's interest in pilot testing draft PIPA best
practices. PHMSA and the PIPA Steering Committee will identify
communities interested in focusing on PIPA related topics that are
reflective of the scope and intent of the TAG criteria.
    Each demonstration grant recipient will be required to provide a
report to PHMSA demonstrating completion of the work as outlined in the
grant agreement. Further, each recipient of a grant under section 5
must ensure that:
    1. The technical findings made possible by the grants are made
available to the relevant operators; and
    2. Open communication is maintained between the grant recipients,
local operators, local communities and other interested parties.
    In reapportion for the demonstration projects, PHMSA and the PIPA
Steering Committee have identified several potential projects and
topics we may ask communities to investigate, including: Performing an
annual review with pipeline operators having facilities within the
community; mapping pipelines, abandoned pipelines and Consultation
Zones in a geographic information system (GIS); drafting a model
ordinance and reviewing one or more of the proposed PIPA best practices
for legal issues associated with incorporating the best practices into
law; developing educational material for local governments to
distribute to

developers, landowners and operators about Consultation Zones; or
performing Consultation Zone discussions for several developments now
being planned that are in close proximity to a transmission pipeline.

    Issued in Washington, DC, on October 29, 2008.
Jeffrey D. Wiese,
Associate Administrator for Pipeline Safety.
[FR Doc. E8-26506 Filed 11-5-08; 8:45 am]

BILLING CODE 4910-60-P


UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY

WASHINGTON, DC

Issued by the Department of Transportation on May 23, 2003

   NOTICE OF ACTION TAKEN -- DOCKET OST-2003-15206

________________________________________________________________________
______________

This serves as notice to the public of the action described below, taken
by the Department official indicated (no additional confirming order
will be issued in this matter).

Application of    Custom Air Transport, Inc.      filed   5/16/03  for:

XX Exemption for two years under 49 U.S.C. 40109 to provide the
following service:

Scheduled foreign air transportation of property and mail between (1) a
point or points in the United States, and a point or points in Costa
Rica, and (2) a point or points in the United States, and Santo Domingo
and Puerto Plata, Dominican Republic.

Applicant rep:  Mark W. Atwood<PHONE_NUMBER>    DOT Analyst:   Sylvia
Moore<PHONE_NUMBER>

D I S P O S I T I O N

XX  Granted

The above action was effective when taken:    May 23, 2003, through
May 23, 2005

Action taken by:   Paul L. Gretch, Director

		    Office of International Aviation

XX  The authority granted is consistent with the aviation agreements
between the United States and Costa Rica and the United States and
Dominican Republic.

Except to the extent exempted or waived, this authority is subject to
the terms, conditions, and limitations indicated:  XX Holder’s
certificates of public convenience and necessity

	   XX  Standard exemption conditions (attached)

____________________________________

Remarks:  Custom Air Transport has previously been found to be a citizen
of the United States and fit, willing and able to provide scheduled
interstate air transportation of property and mail as a certificated air
carrier under section 41102 of Title 49 U.S.C. (See Order 95-12-15.)
The foreign air transportation services authorized here are not markedly
different in terms of aircraft size or stage length from the carrier’s
current scheduled interstate operations under its existing certificate
authority.  We, therefore, found that Custom Air Transport is qualified
to provide the proposed air transportation services for the period
covered by the exemption.  This finding does not, however, change the
aircraft limits currently in effect for Custom Air Transport and, as a
result, the company cannot utilize more than 10 aircraft in providing
all of its air transportation operations.

We acted on this application without awaiting expiration of the 15-day
answer period with the consent of all parties served.

(See Reverse Side)

2

Under authority assigned by the Department in its regulations, 14 CFR
Part 385, we found that (1) our

action was consistent with Department policy; (2) grant of the exemption
authority was consistent with the public interest; and (3) grant of the
authority would not constitute a major regulatory action under the
Energy Policy and Conservation Act of 1975.  To the extent not granted,
we denied all requests in the referenced Docket.  We may amend, modify,
or revoke the authority granted in this Notice at any time without
hearing at our discretion.

Persons entitled to petition the Department for review of the action set
forth in this Notice under the Department’s regulations, 14 CFR
§385.30, may file their petitions within seven (7) days after the date
of issuance of this Notice.  This action was effective when taken, and
the filing of a petition for review will not alter such effectiveness.

An electronic version of this document is available on the World Wide
Web at:

  HYPERLINK "http://dms.dot.gov//reports/reports_aviation.asp"
http://dms.dot.gov//reports/reports_aviation.asp

APPENDIX

U.S. CARRIER

Standard Exemption Conditions

In the conduct of operations authorized by the attached notice, the
applicant(s) shall:

(1)  Hold at all times effective operating authority from the government
of each country served;

(2)  Comply with applicable requirements concerning oversales contained
in 14 CFR 250 (for scheduled operations, if authorized);

(3)  Comply with the requirements for reporting data contained in 14 CFR
241;

(4)  Comply with requirements for minimum insurance coverage, and for
certifying that coverage to the Department, contained in 14 CFR 205;

(5)  Except as specifically exempted or otherwise provided for in a
Department Order, comply with the requirements of 14 CFR 203, concerning
waiver of Warsaw Convention liability limits and defenses;

(6)  Comply with the applicable requirements of the Federal Aviation
Administration Regulations and with all applicable U.S. Government
requirements concerning security; and

(7)  Comply with such other reasonable terms, conditions, and
limitations required by the public interest as may be prescribed by the
Department of Transportation, with all applicable orders and regulations
of other U.S. agencies and courts, and with all applicable laws of the
United States.

The authority granted shall be effective only during the period when the
holder is in compliance with the conditions imposed above.

										10/2002

 To assure compliance with all applicable U.S. Government requirements
concerning security, the holder should, before commencing any new
service (including charter flights) to or from a foreign airport, inform
its Principal Security Inspector of its plans.