PFOA Public Meeting   June 6, 2003 Complete Attendance List Organization Name Private Citizen 1 J. D. Dunne Private Citizen 2 Janet Dyar Welch Private Citizen 3 Debbie K. Schultz Private Citizen 4 Sabrina Bryant Private Citizen 5 Rich Purdy 3M 6 Michael A. Santoro 3M 7 Larry Zobel 3M 8 Tom DiPasquale 3M 9 Bob Sussman 3M 10 Julie Hatcher Advanced Polymer, Inc. 11 Hirofumi Funato Advanced Polymer, Inc. 12 Heather M. Reid AG Fluoropolymers 13 Paul E. McDowell AGA Chemicals 14 Keiichi Ohnishi AGA Chemicals, Inc. 15 James Mabon AGA Chemicals, Inc. 16 Ari Ayanokoji Air Force Research Laboratory 17 Jennifer Kiel American Chemistry Council 18 Sarah H. Brozena American Fiber Manufacturers Assn Inc. 19 Robert H. Barker Arnold & Porter ( for Clariant GmbH) 20 Blake A. Biles Asahi 21 David Menotti Asahi Glass Co., LTD 22 Dr. Seiji Shin ya Asahi Glass Fluoropolymers USA, Inc. 23 Noel M. Misa Atofina Chemicals, Inc. 24 Lolly M. Marchant Atofina Chemicals, Inc. 25 Craig Farr Atofina Chemicals, Inc. 26 Larry Wempe BBL Sciences 27 Michael J. Wernke Bennett & Williams ( Envir Consultnts) 28 Linda Aller Bergeson & Campbell, P. C. 29 Carla N. Hutton BNA News 30 Karen Werner Cambridge Environmental Inc 31 Laura C. Green Center for Regulatory Effectiveness 32 Scott Slaughter Center for Regulatory Effectiveness 33 Jim J. Tozzi Chamber of Commerce/ Mid Ohio Valley 34 George Kellenberger Chemical & Engineering News 35 Cheryl Hogue Ciba Specialty Chemicals Corporation 36 M. Alfred Wiedow PFOA Public Meeting   June 6, 2003 Complete Attendance List  2 Clariant 37 Wolfgang Knaup Clariant 38 Roberta Altman Clariant 39 Erin Russell Clariant 40 John Schofield Columbus Dispatch 41 Jack Torry Consumer Product Safety Commission 42 Treye A. Thomas Consumer Product Safety Commission 43 Patricia M. Bittner Critical Path Services 44 Julie E. Eble Daikin 45 Satoshi Komatsu Daikin 46 Junichi Hayashi Daikin 47 Edward Lampert Daikin 48 Yukiko Nishiyama Daikin America 49 Al Damico Daikin America 50 Hugh Hillhouse Daikin America, Inc. 51 Takaiko Sakanoue Daikin America, Inc. 52 Takayuki Nakamura Dainippon Ink & Chemicals 53 Hiroshi Kinoshita Dainippon Ink & Chemicals 54 Taku Kitamura Dainippon Ink & Chemicals 55 Shirou Tsjuikawa Dainippon Ink & Chemicals 56 Takahisa Yamatoya Dainippon Ink & Chemicals 57 Hiroshi Uyama Department of the Navy 58 Carl Glover Dupont 59 Andrea V. Malinowski Dupont 60 Richard Angiullo Dupont 61 Robert Ritchie Dupont 62 Uma Chowdhry Dupont 63 Michelle S. Reardon Dupont 64 L. William Buxton Dupont 65 Robert W. Rickard Dupont 66 Diane R. Shomper Dupont 67 R. Clifton Webb Dupont 68 Michael S. Parr Dupont 69 David M. Rurak Dupont 70 Robert C. Buck Dupont Textiles & Interiors, Inc. 71 Steven R. McCracken PFOA Public Meeting   June 6, 2003 Complete Attendance List  3 Dyneon 72 George H. Millet E. I. Dupont de Nemours & Company 73 Miguel Cardona Environ 74 Duncan Turnbull Environmental Health Research 75 Julie Vasyan Environmental Working Group 76 Richard Wiles Environmental Working Group 77 Kristina Thayer Environmental Working Group 78 Lauren E. Sucher Environmental Working Group 79 Jon Corsiglia Environmental Working Group 80 Jennifer Klein Environmtl Health Research Foundation 81 John E. Heinze Environmtl Health Research Foundation 82 Russell Newman Exygen 83 John M. Flaherty Exygen Research 84 Kevin J. Lloyd Fire Fighting Foam Coalition 85 Thomas A. Cortina Fleishman Hillard Inc. 86 Benjamin R. Kincannon Fleishman Hillard Inc. 87 Henry W. Hubbard Free Lance Journalist 88 Robert Ward FUJIFILM 89 Craig White FUJIFILM 90 Chuan Lee Hare, Wynn, Newell and Newton 91 D. Leon Ashford Hercules 92 G. L. McAllister Hercules 93 R. W. Hartgrove Hughes Associates, Inc. 94 Christopher P. Hanauska Hughes Associates, Inc. 95 William H. Ruppert Inside Washington Publishers 96 Steven Gibb International Imaging Industry Assn 97 John L. O'Donoghue ( Eastman Kodak) John Adams Associates 98 A. John Adams Keller and Heckman 99 David G. Sarvadi KHA Consulting LLC 100 Kauko H. Aunio Kilpatrick Stockton 101 Michael White Kilpatrick Stockton LLP 102 Richard H. Reich Kilpatrick Stockton LLP 103 Charles T. Simmons Konica 104 David A. Pasquini Little Hocking Water Assn, Inc. 105 Robert L. Griffin McCabe & Associates 106 Michael McCabe PFOA Public Meeting   June 6, 2003 Complete Attendance List  4 Mitsubishi International Corporation 107 Gregory Shinkawa Morgan, Lewis & Bockius LLP 108 Linda F. Eaton Natl Ctr/ Policy Research for Women & Families 109 Diana M. Zuckerman North Jersey Toxicology Associates, LLC 110 Andrew I. Soiefer Ofc of Information and Regulatory Affairs 111 Keith B. Belton OH Rvr Valley Water Sanitation Comiss 112 Alan H. Vicory, Jr. Ohio EPA SEDO 113 Steve Williams OMNOVA Solutions 114 Arthur W. Beers OMNOVA Solutions 115 Joe Twitchell OSTP, EOP 116 Paul Anastas Patton Boggs LLP 117 W. Caffey Norman Pesticide and Toxic Chemical News 118 MaryBeth Poley Plastics News 119 Steve Toloken Policy Directions Inc. 120 Doreen A. Bell Ropes & Gray ( for Daikin America Inc.) 121 Mark A. Greenwood Sciences Health and the Environment 122 David Gray SEMI 123 Emily Baker Semiconductor Industry Association 124 Chuck Fraust Shaw Industries, Inc. 125 Carey Mitchell Solvay Solexis, Inc. 126 Virginia Hubert SPI/ FMG 127 Donald K. Duncan SPI/ FMG 128 Bonnie Limbach SPI/ FMG 129 Lynne Harris SPI/ FMG 130 Allen Weidman Spriggs & Hollingsworth 131 Eric G. Lasker Steptoe & Johnson LLP 132 Libretta Porta Stennes Taft, Stettinius & Hollister LLP 133 Robert Bilott Telomer Research Program 134 Katie Smythe Telomer Research Program 135 Stephen H. Korzeniowski Tennant Rentals 136 Della Tennant Tennant Rentals 137 James Tennant The Carpet and Rug Institute 138 Frank Hurd The Charleston Gazette 139 Ken Ward, Jr. The Marietta Times 140 Callie Lyons The Washington Post 141 Marc Kaufman PFOA Public Meeting   June 6, 2003 Complete Attendance List  5 Tuppers Plains Chester Water District 142 Donald C. Poole U. S. House of Representatives 143 Michele Dallafior Univ of Pennsylvania Medical Center 144 Dr. Frederick Kutz Univ of Pennsylvania Medical Center 145 Dr. Hong Zhang ( HlthSou Rehab Hosp) W. L. Gore & Associates, Inc. 146 Richard Baillie W. L. Gore & Associates, Inc. 147 Martin J. Healy W. L. Gore & Associates, Inc. 148 Lisa A. Walton W. L. Gore & Associates, Inc. 149 David M. Latzko W. L. Gore & Associates, Inc. 150 Ed Schneider Walki Wisa Ltd 151 Doug McNeill West Virginia Dept of Envir Protection 152 Dee Ann Staats West Virginia Dept of Envir Protection 153 Perry McDaniel Wilmington Journal 154 Frederic Biddle U. S. EPA 155 Allison, Rose U. S. EPA 156 Auer, Charles U. S. EPA 157 Boethling, Bob U. S. EPA 158 Collette, Tim U. S. EPA 159 Coutlakis, Anna U. S. EPA 160 Dominiak, Mary U. S. EPA 161 Evalenko, Sandy U. S. EPA 162 Farren, Brigitte U. S. EPA 163 Fehrenbacher, Cathy U. S. EPA 164 Flessner, Conrad U. S. EPA 165 Fritz, Gregory U. S. EPA 166 Henry, Tala U. S. EPA 167 Hernandez, Oscar U. S. EPA 168 Hoffman, Karen U. S. EPA 169 Hoffman, Wendy U. S. EPA 170 Humphrey, Michelle U. S. EPA 171 Kaczmarek, Christopher U. S. EPA 172 Leukroth, Rich U. S. EPA 173 Libelo, Laurence U. S. EPA 174 Lynch, David U. S. EPA 175 Moss, Ken PFOA Public Meeting   June 6, 2003 Complete Attendance List  6 U. S. EPA 176 Oshida, Phil U. S. EPA 177 Perlis, Robert U. S. EPA 178 Pfahles Hutchens, Andrea U. S. EPA 179 Sarna, Jasbir U. S. EPA 180 Sayre, Phil U. S. EPA 181 Scarano, Louis U. S. EPA 182 Schneider, Margaret U. S. EPA 183 Seed, Jennifer U. S. EPA 184 Sheridan, Diane U. S. EPA 185 Sickelka, Elizabeth U. S. EPA 186 Srinivasan, Gautam U. S. EPA 187 Taylor, Jeffrey U. S. EPA 188 Washington, Annette U. S. EPA 189 Weber, Eric U. S. EPA 190 Weber, Mary Ellen Illegible name 191 Melissa ( last name illegible)


[Federal Register: March 19, 2008 (Volume 73, Number 54)]
[Notices]
[Page 14863-14864]
[DOCID:fr19mr08-119]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57488; File No. SR-ISE-2008-26]

Self-Regulatory Organizations; International Securities Exchange,
LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule
Change Relating to Fee Changes

March 13, 2008.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on March 10, 2008, the International Securities Exchange, LLC (``ISE''
or ``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been substantially prepared by the
Exchange. The Exchange designated this proposal as one establishing or
changing a due, fee, or other charge imposed by ISE under Section
19(b)(3)(A)(ii) of the Act \3\ and Rule 19b-4(f)(2) thereunder,\4\
which renders the proposal effective upon filing with the Commission.
The Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \4\ 17 CFR 240.19b-4(f)(2).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    ISE proposes to amend its Schedule of Fees by adding to and
subtracting from its list of Premium Products.\5\ The text of the
proposed rule change is available at the Exchange, the Commission's
Public Reference Room, and http://www.ise.com.
---------------------------------------------------------------------------

    \5\ ``Premium Products'' is defined in the Schedule of Fees as
the products enumerated therein.
---------------------------------------------------------------------------

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

    In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change, and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. ISE has substantially prepared summaries, set forth in
Sections A, B, and C below, of the most significant aspects of such
statements.

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

1. Purpose
    The Exchange is proposing to amend its Schedule of Fees to
establish fees for transactions in options on the UltraShort Oil & Gas
ProShares (``DUG''),\6\ UltraShort Dow30 ProShares (``DXD''),\7\ and
PowerShares DB Agriculture Fund (``DBA'').\8\ The

Exchange represents that DUG, DXD and DBA are eligible for options
trading because they constitute ``Exchange-Traded Fund Shares,'' as
defined by ISE Rule 502(h).
---------------------------------------------------------------------------

    \6\ ``Dow Jones'' and ``Dow Jones U.S. Oil & GasSM''
are service marks of Dow Jones & Company, Inc. (``Dow Jones'') and
has been licensed for use for certain purposes by ProFunds Trust.
All other trademarks and service marks are the property of their
respective owners. DUG is not sponsored, endorsed, issued, sold or
promoted by Dow Jones. Dow Jones has not licensed or authorized ISE
to: (i) Engage in the creation, listing, provision of a market for
trading, marketing, and promotion of options on DUG; or (ii) to use
and refer to any of their trademarks or service marks in connection
with the listing, provision of a market for trading, marketing, and
promotion of options on DUG or with making disclosures concerning
options on DUG under any applicable federal or State laws, rules or
regulations. Dow Jones does not sponsor, endorse, or promote such
activity by ISE and is not affiliated in any manner with ISE.
    \7\ ``The Dow 30SM,'' ``Dow Jones Industrial
Average,'' and ``DJIA,'' are service marks of Dow Jones, and have
been licensed for use for certain purposes by ProFunds Trust. All
other trademarks and service marks are the property of their
respective owners. DXD is not sponsored, endorsed, issued, sold or
promoted by Dow Jones. Dow Jones has not licensed or authorized ISE
to: (i) Engage in the creation, listing, provision of a market for
trading, marketing, and promotion of options on DUG; or (ii) to use
and refer to any of their trademarks or service marks in connection
with the listing, provision of a market for trading, marketing, and
promotion of options on DUG or with making disclosures concerning
options on DUG under any applicable federal or State laws, rules or
regulations. Dow Jones does not sponsor, endorse, or promote such
activity by ISE and is not affiliated in any manner with ISE.
    \8\ DBA is based on the Deutsche Bank Liquid Commodity Index--
Optimum Yield Agriculture Excess Return\TM\ and managed by DB
Commodity Services LLC. DBLCI\TM\ and Deutsche Bank Liquid Commodity
Index\TM\ are trademarks of Deutsche Bank AG, London (``DB AG'').
PowerShares[reg] is a registered service mark of PowerShares Capital
Management LLC (``PowerShares''). DBA is not sponsored, endorsed,
sold or promoted by DB AG, and DB AG makes no representation
regarding the advisability of investing in DBA. Neither DB AG nor
PowerShares has licensed or authorized ISE to: (i) Engage in the
creation, listing, provision of a market for trading, marketing, and
promotion of options on DBA; or (ii) to use and refer to any of
their trademarks or service marks in connection with the listing,
provision of a market for trading, marketing, and promotion of
options on DBA or with making disclosures concerning options on DBA
under any applicable federal or state laws, rules or regulations. DB
AG and PowerShares do not sponsor, endorse, or promote such activity
by ISE and are not affiliated in any manner with ISE.
---------------------------------------------------------------------------

    All of the applicable fees covered by this filing are identical to
fees charged by the Exchange for all other Premium Products.
Specifically, the Exchange is proposing to adopt an execution fee and a
comparison fee for all transactions in options on DUG, DXD and DBA.\9\
The amount of the execution fee and comparison fee for products covered
by this filing shall be $0.15 and $0.03 per contract, respectively, for
all Public Customer Orders \10\ and Firm Proprietary orders. The amount
of the execution fee and comparison fee for all ISE Market Maker
transactions shall be equal to the execution fee and comparison fee
currently charged by the Exchange for ISE Market Maker transactions in
equity options.\11\ Finally, the amount of the execution fee and
comparison fee for all non-ISE Market Maker transactions shall be $0.37
and $0.03 per contract, respectively.\12\ Further, since options on
DUG, DXD and DBA are multiply-listed, the Exchange's Payment for Order
Flow fee shall apply to all these products. The Exchange believes the
proposed rule change will further the Exchange's goal of introducing
new products to the marketplace that are competitively priced.
---------------------------------------------------------------------------

    \9\ These fees will be charged only to Exchange members. Under a
pilot program that is set to expire on July 31, 2008, these fees
will also be charged to Linkage Principal Orders (``Linkage P
Orders'') and Linkage Principal Acting as Agent Orders (``Linkage P/
A Orders''). The amount of the execution fee charged by the Exchange
for Linkage P Orders and Linkage P/A Orders is $0.24 per contract
side and $0.15 per contract side, respectively. See Securities
Exchange Act Release No. 56128 (July 24, 2007), 72 FR 42161 (August
1, 2007) (SR-ISE-2007-55).
    \10\ Public Customer Order is defined in ISE Rule 100(a)(39) as
an order for the account of a Public Customer. Public Customer is
defined in ISE Rule 100(a)(38) as a person that is not a broker or
dealer in securities.
    \11\ The execution fee is currently between $.21 and $.12 per
contract side, depending on the Exchange Average Daily Volume, and
the comparison fee is currently $.03 per contract side.
    \12\ The amount of the execution and comparison fee for non-ISE
Market Maker transactions executed in the Exchange's Facilitation
and Solicitation Mechanisms is $0.16 and $0.03 per contract,
respectively.
---------------------------------------------------------------------------

    Further, as a matter of housekeeping, the Exchange proposes to
remove from its Schedule of Fees options on Regional Bank HOLDRS (RKH)
and Enterra Energy Trust (ENT).\13\
---------------------------------------------------------------------------

    \13\ These Premium Products were recently delisted and no longer
trade on the Exchange. The Exchange therefore proposes to remove
them from its Schedule of Fees.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act \14\ in general, and Section 6(b)(4) of
the Act \15\ in particular, because it is designed to provide for the
equitable allocation of reasonable dues, fees, and other charges among
its members and other persons using its facilities.
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78f(b).
    \15\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

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

    The proposed rule change does not impose any burden on competition
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

    The Exchange has not solicited, and does not intend to solicit,
comments on this proposed rule change. The Exchange has not received
any unsolicited written comments from members or other interested
parties.

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

    The foregoing proposed rule change has been designated as a fee
change pursuant to Section 19(b)(3)(A)(ii) of the Act \16\ and Rule
19b-4(f)(2) \17\ thereunder, because it establishes or changes a due,
fee, or other charge imposed by the Exchange. Accordingly, the proposal
took effect upon filing with the Commission. At any time within 60 days
of the filing of such proposed rule change the Commission may summarily
abrogate such rule change if it appears to the Commission that such
action is necessary or appropriate in the public interest, for the
protection of investors, or otherwise in furtherance of the purposes of
the Act.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \17\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

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 e-mail to<EMAIL_ADDRESS>Please include
File Number SR-ISE-2008-26 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-ISE-2008-26. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/
sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for inspection and
copying in the Commission's Public Reference Room, 100 F Street, NE.,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Copies of such filing also will be available for
inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-ISE-2008-26 and should be
submitted on or before April 9, 2008.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
---------------------------------------------------------------------------

    \18\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E8-5519 Filed 3-18-08; 8:45 am]

BILLING CODE 8011-01-P


[Federal Register Volume 88, Number 50 (Wednesday, March 15, 2023)]
[Notices]
[Pages 16051-16055]
[FR Doc No: 2023-05265]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97099; File No. SR-CboeBZX-2023-013]

Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing of a Proposed Rule Change, as Modified by Amendment No. 1, To
Adopt Listing Rules To Require Companies Listed on the Exchange To
Develop, Implement, and Disclose a Written Compensation Recovery Policy
To Comply With Rule 10D-1 Under the Exchange Act and Make Other Related
Changes

March 9, 2023.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on February 24, 2023, Cboe BZX Exchange, Inc. (the ``Exchange'' or
``BZX'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change. On March 3, 2023, the
Exchange filed Amendment No. 1 to the proposed rule change, which
superseded and replaced the proposed rule change in its entirety. The
proposed rule change, as modified by Amendment No. 1, is described in
Items I and II below, which Items have been prepared by the Exchange.
The Commission is publishing this notice to solicit comments on the
proposed rule change, as modified by Amendment No. 1, from interested
persons.
---------------------------------------------------------------------------

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

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

    Cboe BZX Exchange, Inc. (``BZX'' or the ``Exchange'') is filing
with the Securities and Exchange Commission (``Commission'' or ``SEC'')
a proposed rule change as modified by Amendment No. 1 to adopt listing
rules to require Companies listed on the Exchange to develop,
implement, and disclose a written compensation recovery policy to
comply with Rule 10D-1 under the Exchange Act and make other related
changes.\3\ The text of the proposed rule change is provided in Exhibit
5.
---------------------------------------------------------------------------

    \3\ This Amendment No. 1 to the rule filing SR-CboeBZX-2023-013
replaces SR-CboeBZX-2023-013 as originally filed on February 24,
2023 and supersedes that filing in its entirety.
---------------------------------------------------------------------------

    The text of the proposed rule change is also available on the
Exchange's website (http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/), at the Exchange's Office of the Secretary, and at
the Commission's Public Reference Room.

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

    In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.

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

1. Purpose
    This Amendment No. 1 to SR-CboeBZX-2023-013 amends and replaces in
its entirety the proposal as originally submitted on February 24, 2023.
The Exchange submits this Amendment No. 1 in order to clarify certain
points and add additional details to the proposal.
    Section 954 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 (the ``Dodd-Frank Act'') \4\ added 15 U.S.C.
78j-4 (``Section 10D'') to the Exchange Act. Title 15 Section 78j-4 (a)
of the U.S. Code (``Section 10D(a)'') required the Commission to direct
the national securities exchanges, including the Exchange, and national
securities associations to prohibit the listing of any equity security
of an issuer that is not in compliance with the requirements of 15
U.S.C. 78j-4(b) (``Section 10D(b)'') relating to a Company's \5\ policy
to recover Incentive-based Compensation to executive officers that was
erroneously awarded on the basis of materially misreported financial
information that requires an accounting restatement. To effect this
requirement, the Commission has adopted Rule 10D-1 under the Exchange
Act, which was published in the Federal Register on November 28, 2022.
Rule 10D-1 requires each national securities exchange and national
securities association to propose rule amendments that comply with Rule
10D-1 to the Commission, no later than February 27, 2023, which must be
effective no later than November 28, 2023.\6\
---------------------------------------------------------------------------

    \4\ Public Law 111-203, 124 Stat. 1376 (2010).
    \5\ ``Company'' means the issuer of a security listed or
applying to list on the Exchange. For purposes of Chapter XIV, the
term ``Company'' includes an issuer that is not incorporated, such
as, for example, a limited partnership. See Exchange Rule 14.1
(a)(3).
    \6\ See 17 CFR 240.10D-1(a)(2).
---------------------------------------------------------------------------

    Rule 10D-1 directs the listing exchanges to establish listing
standards that require Companies to:
     Adopt and comply with written policies for recovery of
Incentive-based Compensation based on financial information required to
be reported under the securities laws, applicable to the Company's
executive officers, during the three completed fiscal years immediately
preceding the date that the issuer is required to prepare an accounting
restatement; and
     Disclose those compensation recovery policies in
accordance with Commission rules, including providing the information
in tagged data format.
Accordingly, in order to carry out the requirements of Rule 10D-1 the
Exchange proposes to make several amendments to Exchange Rules 14.1,
14.10, and 14.12.
(1) Definitions
    First, the Exchange proposes to adopt several definitions that are
applicable to either the entirety of Chapter 14 or exclusively to Rule
14.10(k) that are consistent with defined terms provided in Rule 10D-
1(d). Specifically, the Exchange proposes to adopt the term ``Financial
Reporting Measures'' under Rule 14.1(a), which would mean measures that
are determined and presented in accordance with the accounting
principles used in preparing the Company's financial statements, and
any measures that are derived wholly or in part from such measures.
Stock price and total shareholder return are also financial reporting
measures. A financial reporting measure need not be presented within
the financial statements or included in a filing with the Commission.
The Exchange also proposes to adopt the term ``Incentive-based
Compensation'' under Rule 14.1(a), which would mean any compensation
that is granted, earned, or vested based wholly or in part upon the
attainment of a financial reporting measure. Based on these proposed
definitions, the Exchange also proposes to modify the numbering of the
definitions provided under Rule 14.1(a).
    The Exchange proposes to adopt new a definition of ``Executive
Officer'' applicable only to Rule 14.10(k). The term Executive Officer
is already defined under Rule 14.1(a); therefore, the Exchange proposes
to adopt a separate definition under proposed Interpretation and Policy
.21 of Rule 14.10. As proposed, the term Executive Officer would mean,
for purposes of the

compensation recovery policy, a Company's president, principal
financial officer, principal accounting officer (or if there is no such
accounting officer, the controller), any vice-president of the Company
in charge of a principal business unit, division, or function (such as
sales, administration, or finance), any other officer who performs a
policy-making function, or any other person who performs similar
policy-making functions for the Company. Executive Officers of the
Company's parent(s) or subsidiaries are deemed Executive Officers of
the Company if they perform such policy making functions for the
Company. In addition, when the Company is a limited partnership,
officers or employees of the general partner(s) who perform policy-
making functions for the limited partnership are deemed officers of the
limited partnership. When the Company is a trust, officers, or
employees of the trustee(s) who perform policy-making functions for the
trust are deemed officers of the trust. Policy-making function is not
intended to include policy-making functions that are not significant.
Identification of an Executive Officer for purposes of this Rule would
include at a minimum executive officers identified pursuant to 17 CFR
229.401(b). The Exchange also proposes to provide under new
interpretation and policy .21 of Rule 14.10 that Incentive-based
Compensation is deemed received in the Company's fiscal period during
which the financial reporting measure specified in the Incentive-based
Compensation award is attained, even if the payment or grant of the
Incentive-based Compensation occurs after the end of that period.
    As noted above, the definition of Financial Reporting Measures,
Incentive-based Compensation, Executive Officer, and the application of
``received'' as it relates to Incentive-based Compensation is
substantively identical to the definitions provided Rule 10-D-1(d).
(2) Compensation Recovery Policy
    Next, the Exchange proposes to adopt a new corporate governance
requirement under Rule 14.10 related to the compensation recovery
policy. Accordingly, the Exchange proposes to modify Rule 14.10(a) to
include the compensation recovery policy in the list of rules covered
under Rule 14.10. The Exchange proposes to adopt the compensation
recovery policy requirement under proposed Rule 14.10(k). Proposed Rule
14.10(k) first provides a summary of the timing requirements for
compliance under the proposed Rule in accordance with Rule 10D-1.
Specifically, the Rule would state that in accordance with Rule 10D-1
under the Act, each Company shall: (i) adopt the compensation recovery
policy required by this Rule no later than 60 days following {insert
date of Commission approval of File No. SR-CboeBZX-2023-013{time}  (the
``effective date''), to which the Company is subject; (ii) comply with
that recovery policy for all Incentive-based Compensation received by
Executive Officers on or after the effective date of the applicable
listing standard; and (iii) provide the disclosures required by this
Rule and in the applicable Commission filings required on or after the
effective date of the listing standard to which the Company is subject.
    Proposed Rule 14.10(k) would then set forth the requirements
related to the compensation recovery policy. First, proposed Rule
14.10(k)(1) requires that each Company adopt a written compensation
recovery policy providing that the Company will recover reasonably
promptly the amount of erroneously awarded Incentive-based Compensation
in the event that the Company is required to prepare an accounting
restatement due to the material noncompliance of the Company with any
financial reporting requirement under the securities laws, including
any required accounting restatement to correct an error in previously
issued financial statements that is material to the previously issued
financial statements, or that would result in a material misstatement
if the error were corrected in the current period or left uncorrected
in the current period, as required by Section 10D-1 under the Act.
    Proposed Rule 14.10(k)(1)(A) sets forth the circumstances under
which the Company's Incentive-based Compensation recovery policy must
apply. Specifically, the Company's recovery policy must apply to a
person (i) after beginning service as an Executive Officer; (ii) who
served as an Executive Officer at any time during the performance
period for that Incentive-based Compensation; (iii) while the Company
has a class of securities listed on a national securities exchange or a
national securities association; and (iv) during the three completed
fiscal years immediately preceding the date that the Company is
required to prepare an accounting restatement as described in proposed
paragraph (k)(1) of this Rule. In addition to these last three
completed fiscal years, the recovery policy must apply to any
transition period (that results from a change in the Company's fiscal
year) within or immediately following those three completed fiscal
years. However, a transition period between the last day of the
Company's previous fiscal year end and the first day of its new fiscal
year that comprises a period of nine to 12 months would be deemed a
completed fiscal year. A Company's obligation to recover erroneously
awarded compensation is not dependent on if or when the restated
financial statements are filed.
    Proposed Rule 14.10(k)(1)(B) provides that for purposes of
determining the relevant recovery period, the date that a Company is
required to prepare an accounting restatement as described in paragraph
(k)(1) of this Rule is the earlier to occur of: (i) the date the
Company's board of directors, a committee of the board of directors, or
the officer or officers of the Company authorized to take such action
if board action is not required, concludes, or reasonably should have
concluded, that the Company is required to prepare an accounting
restatement as described in paragraph (k)(1) of this Rule; or (ii) the
date a court, regulator, or other legally authorized body directs the
Company to prepare an accounting restatement as described in paragraph
(k)(1) of this Rule.
    Proposed Rule 14.10(k)(1)(C) provides that the amount of Incentive-
based Compensation that must be subject to the Company's compensation
recovery policy (``erroneously awarded compensation'') is the amount of
Incentive-based Compensation received that exceeds the amount of
Incentive-based Compensation that otherwise would have been received
had it been determined based on the restated amounts, and must be
computed without regard to any taxes paid. For Incentive-based
Compensation based on stock price or total shareholder return, where
the amount of erroneously awarded compensation is not subject to
mathematical recalculation directly from the information in an
accounting restatement, proposed Rule 14.10(k)(1)(C)(i)-(iii) sets
forth additional requirements. Specifically, the amount must be based
on a reasonable estimate of the effect of the accounting restatement on
the stock price or total shareholder return upon which the Incentive-
based Compensation was received, and the Company must maintain
documentation of the determination of that reasonable estimate and
provide such documentation to the exchange or association. The Company
must recover erroneously awarded compensation in compliance with its
compensation recovery policy except to the extent that the below three
conditions are met and

the Company's committee of Independent Directors responsible for
executive compensation decisions, or in the absence of such a
committee, a majority of the independent directors serving on the
board, has made a determination that recovery would be impracticable.
The three conditions are as follows:
     The direct expense paid to a third party to assist in
enforcing the policy would exceed the amount to be recovered. Before
concluding that it would be impracticable to recover any amount of
erroneously awarded compensation based on expense of enforcement, the
Company must make a reasonable attempt to recover such erroneously
awarded compensation, document such reasonable attempt(s) to recover,
and provide that documentation to the exchange or association.
     Recovery would violate home country law where that law was
adopted prior to November 28, 2022. Before concluding that it would be
impracticable to recover any amount of erroneously awarded compensation
based on violation of home country law, the Company must obtain an
opinion of home country counsel, acceptable to the applicable national
securities exchange or association, that recovery would result in such
a violation, and must provide such opinion to the exchange or
association.
     Recovery would likely cause an otherwise tax-qualified
retirement plan, under which benefits are broadly available to
employees of the registrant, to fail to meet the requirements of 26
U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
    Finally, under proposed Rule 14.10(k)(1)(D) a Company's written
compensation recovery policy must provide that the Company is
prohibited from indemnifying any Executive Officer or former Executive
Officer against the loss of erroneously awarded compensation.
    The second requirement under proposed Rule 14.10(k)(2) provides
that each Company must file all disclosures with respect to the
recovery policy in accordance with the requirements of Federal
securities laws, including the disclosure required by the applicable
Commission filings.
(3) Exemptions to Compensation Recovery Policy Requirement
    The Exchange also proposes to amend Rule 14.10(e) (exemptions the
Corporate Governance Requirements) to provide for limited exemptions to
the compensation recovery policy requirement in accordance with Rule
10D-1. First, the Exchange proposes to exempt asset-backed issuers and
other passive issuers from the compensation recovery policy
requirement. Specifically, proposed Rule 14.10(e)(1)(A)(iii) exempts
any security issued by a unit investment trust (``UIT''), as defined in
15 U.S.C. 80a-4(2), from the compensation recovery policy requirements
under proposed Rule 14.10(k). As discussed in the Final Rule,\7\ unlike
listed funds, UITs are pooled investment entities without a board of
directors, corporate officers, or an investment adviser to render
investment advice during the life of the UIT, and they do not file a
certified shareholder report. In addition, because the investment
portfolio of a UIT is generally fixed, UITs are not actively managed.
Accordingly, the Commission exempted the listing of any security issued
by a UIT from the requirements of Rule 10D-1 under the Exchange Act. As
such, the Exchange proposes to similarly exempt such UITs from the
requirements of Rule 14.10(k).
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    \7\ See Securities Exchange Act No. 11126 (October 26, 2022) 87
FR 73076 (November 28, 2022) (Listing Standards for Recovery of
Erroneously Awarded Compensation) (the ``Final Rule'').
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    Second, proposed Rule 14.10(e)(1)(E)(iv) exempts any security
issued by a management company, as defined in 15 U.S.C. 80a-4(3), that
is registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8), if such management company has not awarded Incentive-
based Compensation to any Executive Officer of the company in any of
the last three fiscal years, or in the case of a company that has been
listed for less than three fiscal years, since the listing of the
company. Excluding listed funds that do not pay Incentive-based
Compensation would allow such funds to avoid the burden of developing
recovery policies they may never use. Listed funds that have paid
Incentive-based Compensation in that time period, however, would be
subject to the rule and rule amendments and be required to implement a
compensation recovery policy like other listed issuers.
(4) Failure To Meet Listing Standard
    Last, the Exchange proposes to amend Rule 14.12 (Failure to Meet
Listing Standards) to provide for a Company's failure to meet the
requirements of proposed Rule 14.10(k). Amended Rule
14.12(f)(2)(A)(iii) would provide when a Company is deficient with
respect to Rule 14.10(k), it may submit a plan to regain compliance to
the Listing Qualifications Department. In this regard, the Exchange
proposes to allow Companies 45 calendar days to submit such a plan,
which is consistent with the deficiencies from most other rules that
allow Companies to submit a plan to regain compliance.\8\ If Exchange
staff does not accept the plan, a Staff Delisting Determination will be
issued, which could be appealed to a Hearings Panel pursuant to Rule
14.12(h). The administrative process for such deficiencies will follow
the established pattern used for similar corporate governance
deficiencies, and would allow Exchange staff to provide the issuer up
to 180 days to cure the deficiency. Thereafter, Exchange staff would be
required to issue a delisting letter,\9\ which the issuer could appeal
to the Hearings Panel, as provided in Exchange Rule 14.12(h). The
Hearings Panel could allow the issuer up to an additional 180 days to
cure the deficiency.
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    \8\ The Exchange notes that the following deficiencies are
allowed 45 calendar days to submit a plan to regain compliance:
deficiencies from the standards of Rules 14.10(f)(3) (Quorum),
14.10(h) (Review of Related Party Transactions), 14.10(i)
(Shareholder Approval), 14.6(c)(3) (Auditor Registration), 14.7
(Direct Registration Program), 14.10(d) (Code of Conduct),
14.10(e)(1)(D)(v) (Quorum of Limited Partnerships),
14.10(e)(1)(D)(vii) (Related Party Transactions of Limited
Partnerships), or 14.10(j) (Voting Rights).
    \9\ Rule 14.12 provides that notifications of deficiencies that
allow for submission of a compliance plan may result, after review
of the compliance plan, in issuance of a Staff Delisting
Determination or a Public Reprimand Letter. However, the Exchange
believes that issuance of a Public Reprimand Letter is inconsistent
with the provisions of Rule 10D-1 and, therefore, proposes to amend
its applicable listing rules to provide that a Public Reprimand
Letter may not be issued for violations of a listing standard
required by Rule 10D-1.
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    Exchange Rule 14.12 currently provides that violations of Exchange
corporate governance or notification listing standards may result in a
Public Reprimand Letter if the Staff of Adjudicatory Body determines
that delisting is an inappropriate sanction, with one exception.
Specifically, the Exchange will not issue a Public Reprimand Letter if
the violation involved the violation of a corporate governance or
notification listing standard required by Rule 10A-3 under the Act. The
Exchange proposes to similarly prohibit the issuance of a Public
Reprimand Letter for violations of a corporate governance or
notification listing standard that is required by Rule 10D-1.
Accordingly, the Exchange proposes to amend Rule 14.12(b)(9), (f)(4),
(h)(3)(iii), (i)(4)(A), and (j)(4). Additionally, the Exchange proposes
to modify the aforementioned Rules to provide that Rules 10A-3 and 10D-
1 are ``under'' the Act.

    While Rule 10D-1 requires a listed Company recover the amount of
erroneously awarded Incentive-based Compensation reasonably promptly,
it does not specify the time by which the Company must complete the
recovery of excess Incentive-based Compensation. The Exchange would
determine whether the steps a Company is taking constitute compliance
with its compensation recovery policy. The Company's obligation to
recover erroneously awarded Incentive-based Compensation reasonably
promptly will be assessed on a holistic basis with respect to each
accounting restatement prepared by the Company. In evaluating whether a
Company is recovering erroneously awarded Incentive-based Compensation
reasonably promptly, the Exchange will consider whether the Company is
pursuing an appropriate balance of cost and speed in determining the
appropriate means to seek recovery and whether the Company is securing
recovery through means that are appropriate based on the particular
facts and circumstances of each Executive Officer that owes a
recoverable amount.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with
the Act and the rules and regulations thereunder applicable to the
Exchange and, in particular, the requirements of Section 6(b) of the
Act.\10\ Specifically, the Exchange believes the proposed rule change
is consistent with the Section 6(b)(5) \11\ requirements that the rules
of an exchange be designed to prevent fraudulent and manipulative acts
and practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest.
Section 6(b)(5) also requires that a national securities exchange's
rules not be designed to permit unfair discrimination between
customers, issuers, brokers or dealers.
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    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(5).
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    The Exchange is proposing to adopt Rule 14.10(k) to comply with the
requirements of Section 954 of the Dodd-Frank Act and Rule 10D-1 under
the Act, and therefore believes the proposed rule change to be
consistent with the Act, particularly with respect to the protection of
investors and the public interest. The Exchange also believes that the
proposal will contribute to investor protection and the public interest
by incentivizing executive officers to take steps to reduce the
likelihood of inadvertent misreporting and will reduce the financial
benefits to executive officers who choose to pursue impermissible
accounting methods, which the Exchange expects will further discourage
such behavior. These increased incentives may improve the overall
quality and reliability of financial reporting, which further benefits
investors.
    The Exchange believes it is not unfairly discriminatory to exempt
UITs and management investment companies that do not pay Incentive-
based Compensation from the requirements of proposed Rule 14.10(k).
Specifically, excluding management investment companies that do not pay
Incentive-based Compensation would allow such companies to avoid the
burden of developing recovery policies they may never use. Management
investment companies that have paid Incentive-based Compensation in
that time period, however, would be subject to the rule and rule
amendments and be required to implement a compensation recovery policy
like other listed issuers. Further, unlike management investment
companies, UITs are pooled investment entities without a board of
directors, corporate officers, or an investment adviser to render
investment advice during the life of the UIT, and they do not file a
certified shareholder report. In addition, because the investment
portfolio of a UIT is generally fixed, UITs are not actively managed.
Accordingly, the Exchange believes that it is necessary or appropriate
in the public interest, and consistent with the protection of
investors, to exempt the listing of any security issued by a UIT from
the requirements of proposed Rule 14.10(k).
    The Exchange believes that allowing a Company to regain compliance
with Rule 14.10(k) by submitting a plan of compliance to the Listing
Qualifications within 45 calendar days is consistent with the
deficiencies from most other rules that allow Companies to submit a
plan to regain compliance.\12\ Therefore, the Exchange believes the
proposal to permit a Company to submit such a plan for a deficiency
related to Rule 14.10(k) provides continuity in the Exchange's
rulebook, to the benefit of investors.
---------------------------------------------------------------------------

    \12\ Supra note 6.
---------------------------------------------------------------------------

    Finally, the Exchange believes the proposal to prohibit the
issuance of a Public Reprimand Letter for violations of a corporate
governance or notification listing standard that is required Rule
14.10(k) is consistent with the requirements of Rule 10D-1, which
provide that a Company would be subject to delisting if it does not
adopt and comply with its compensation recovery policy. The Exchange
notes that existing Exchange Rules similarly prohibit violations of a
corporate governance or notification listing standard that is required
by 10A-3 from issuing a Public Reprimand Letter.

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. Specifically,
the Exchange believes that the proposed rules are designed to allow
investors to properly assess the value of the Companies whose financial
reporting is based on erroneous information. Without such a rule, such
erroneous information could result in an inefficient allocation of
capital, inhibiting capital formation and competition. The Exchange
does not believe the proposal will have any impact on intramarket
competition as all listing exchanges are required to adopt similar
listing standards pursuant to Rule 10D-1.

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

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

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

    Within 45 days of the date of publication of this notice in the
Federal Register or 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 the 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, as modified by Amendment No.

1, 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-CboeBZX-2023-013 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-CboeBZX-2023-013. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-CboeBZX-2023-013 and should be submitted
on or before April 5, 2023.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2023-05265 Filed 3-14-23; 8:45 am]
BILLING CODE 8011-01-P