[Federal Register Volume 85, Number 161 (Wednesday, August 19, 2020)]
[Notices]
[Pages 51125-51131]
[FR Doc No: 2020-18090]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-89541; File No. SR-CboeEDGA-2020-021]

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

August 13, 2020.
    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 July 30, 2020, Cboe EDGA Exchange, Inc. (the ``Exchange'' or
``EDGA'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    Cboe EDGA Exchange, Inc. (the ``Exchange'' or ``EDGA'') proposes to
amend the Fifth Amended and Restated Bylaws (the ``Parent Bylaws'') of
its parent corporation, Cboe Global Markets, Inc. (``Cboe'' or the
``Parent''). The text of the proposed amendments to the Parent Bylaws
is provided in Exhibit 5.
    The text of the proposed rule change is also available on the
Exchange's website (http://markets.cboe.com/us/equities/regulation/rule_filings/edga/), 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 the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The proposed rule change amends the Parent Bylaws to improve the
governance processes of Cboe, which is organized under the laws of the
State of Delaware, and to make certain provisions more consistent with
the Delaware General Corporation Law (``DGCL''). The proposed rule
change also makes clarifying and cleanup changes to the Parent Bylaws.
Proposed Changes to Article 2--Stockholders
    The majority of the proposed changes are being made to amend
Section 2.11 (Nomination of Directors) and Section 2.12 (Notice of
Business at Annual Meetings) and are generally designed to provide the
Board with the most information and advance notice possible in
connection with business and nominations at annual and special
meetings. Additionally, the Exchange notes the proposed changes reflect
the most up-to-date disclosure requirement practices. The proposed
changes also combine the existing separate provisions for director
nominations and stockholder proposals into one provision. Particularly,
the proposed rule change combines current Sections 2.11 and 2.12 into
one provision: proposed Section 2.11 titled ``Notice of Business and
Nomination of Directors at Meetings of Stockholders.'' \3\
Specifically, the proposed rule change delineates proposed Section 2.11
into paragraph (a) governing notice requirements for annual meetings,
paragraph (b) governing notice requirements for special meetings \4\,
and paragraph (c), which provides for other general procedures and
practices in connection with notices. The proposed delineation does not
alter the process or definition of either type of meeting, but instead
provides for significantly more detailed written notice requirements as
well as updates to the manner and timeliness of notices.
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    \3\ The proposed rule change also updates the subsequent section
numbering (current 2.13 through 2.16) to reflect this change
(proposed 2.12 through 2.15).
    \4\ See Section 2.3 of the Parent Bylaws for a description of
Special Meetings.
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    First, the proposed change to Section 2.11(a)(i) relocates the
provisions regarding ``properly brought'' business from current Section
2.12, and streamlines such provisions to clearly state that the only
business that will be conducted at an annual meeting of the
stockholders is business that has properly been brought before the
meeting and specifies to be ``properly brought'' such business must be
included in the Corporation's notice of the meeting and brought
pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, (the
``Exchange Act'') (or any successor provision of law) and included in
the Corporation's properly brought business. It also proposes to
specify the a precise time that the notices must be made by (i.e.,
delivered to or mailed and received by the Secretary of the
Corporation), which is not later than 5:00 p.m. Eastern Time on the
90th day nor earlier than the 120th day (which are the time frames
currently in place) prior to such annual meeting.
    Next, the proposed rule change adds greater detail regarding the
requirements for proper written notice. Particularly, for notice for
stockholder proposals for business other than nominations, (proposed
Section 2.11(a)(iii)(A)), the proposed rule change provides that such
notice must essentially set forth the same information that would be
disclosed in a proxy statement, including:
     A reasonably brief description of the business desired to
be brought before the meeting; the text of the proposal or business
(including the text of any resolutions proposed for consideration and,
in the event that such business includes a proposal to amend the
Certificate of Incorporation

or the Bylaws of the Corporation, the language of the proposed
amendment);
     the reasons for conducting such business at the meeting; a
complete and accurate description of any material interest in such
business of such stockholder and any Stockholder Associated Person,
individually or in the aggregate, including any anticipated benefit to
the stockholder and any Stockholder Associated Person therefrom; and
     all other information relating to such proposed business
that would be required to be disclosed in a proxy statement or other
filing required to be made by the stockholder or any Stockholder
Associated Person in connection with the solicitation of proxies in
support of such proposed business pursuant to Regulation 14A under the
Exchange Act.
    Regarding proposed proper written notice for director nominations
(proposed Section 2.11(a)(iii)(B)), the notice must include:
     The name, age, business address and residence address of
such nominee, (``Proposed Nominee'') (which, the Exchange notes is
currently the case);
     the principal occupation or employment of such nominee
(which, the Exchange notes is currently the case)
     a completed written questionnaire with respect to the
background and qualifications of such Proposed Nominee, which must be
completed in a form required by the Corporation and provided to such
stockholder within ten days of receiving such request;
     the Proposed Nominee's executed written consent to being
named in the proxy statement for the meeting as a director nominee;
     the Proposed Nominee's completed written representation
and agreement, which must be completed in a form required by the
Corporation and provided to such stockholder within ten days of
receiving such request. Importantly, the Proposed Nominee must
represent and agree (1) to a ``Voting Commitment'' that the Proposed
Nominee is not and will not become party to any agreement, arrangement
or understanding with, and has not given any commitment or assurance
to, any person or entity as to how such Proposed Nominee, if elected as
a director, will act or vote on any issue or question (that has not
been disclosed to the Corporation). or any Voting Commitment that could
limit or interfere with the Proposed Nominee's ability to comply with
fiduciary duties under applicable law, (2) that the Proposed Nominee is
not and will not become a party to any agreement, arrangement, or
understanding with any person or entity other than the Corporation with
respect to any direct or indirect compensation, reimbursement, or
indemnification in connection with service or action as a director that
has not been disclosed to the Corporation, (3) would comply with all
applicable rules of the exchange and Corporation and fiduciary duties
under state law, (4) would comply with certain Articles of
Incorporation with respect to activities related to any of the
Exchanges, (5) intends to serve a full term if elected, and (6) will
provide true and correct information in communications to the
Corporation and its stockholders and will not omit material information
or provide misleading information;
     a description of all direct and indirect compensation and
other material monetary agreements, arrangements and understandings
during the past three years, and any other material relationships; and
     any other information that would be required to be
disclosed statement or other filing required to be made in connection
with solicitations of proxies for election of directors in a contested
election pursuant to Section 14 of the Exchange Act (which, the
Exchange notes is currently the case).
    As to the stockholder providing notice, any Stockholder Associated
Person and any Proposed Nominee, (proposed Section 2.11(a)(iii)(C)) the
proposed proper written notice must provide:
     Name and address of such person (as they appear on the
Corporation's books, if applicable) (which, the Exchange notes is
currently the case);
     class (which is currently the case) or series and number
of shares of capital stock of the Corporation (``Shares'') which are,
directly or indirectly, owned beneficially and/or of record by such
person, the dates such shares were acquired and the investment intent
of such acquisition;
     the name of each nominee holder for, and any pledge by
such person or any number of, securities of the Corporation owned
beneficially, but not of record;
     short interest, including a definition of what constitutes
short interest, wherein a person shall be deemed to have a short
interest in a security if such person, directly or indirectly, through
any contract, arrangement, understanding, or relationship or otherwise
has an opportunity to profit or share in profit derived from decreased
value of the subject security;
     a description of any agreement, arrangement or
understanding, whether written or oral, (including any derivative or
short positions, profit interests, options, warrants, convertible
securities, stock appreciation or similar rights, hedging transactions,
and borrowed or loaned shares (which, the Exchange notes, is currently
the case) or similar rights with an exercise or conversion privilege or
a settlement payment or mechanism at a price related to any class or
series of capital stock of the Corporation or with a value derived in
whole or in part from the value of any class or series of capital stock
of the Corporation (a ``Derivative Instrument'')), in order to mitigate
loss to, manage risk or benefit of share price changes for, or increase
or decrease voting power with respect to Shares;
     any rights to dividends on the Shares owned beneficially
by such person;
     any proportionate interest \5\ in Shares or Derivative
Instruments by a general or limited partnership or similar entity in
which such person (1) is a general partner or beneficially owns an
interest in a general partner, or (2) is the manager, managing member,
or beneficially owns an interest in such management, of a limited
liability company or similar entity;
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    \5\ Interest referred to throughout the proposed stockholder
proper written notice may be direct or indirect.
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     any substantial interest (including, without limitation,
any existing or prospective commercial, business or contractual
relationship with the Corporation), by security holdings or otherwise,
in the Corporation or any of its affiliates;
     a complete and accurate description of all agreements,
arrangements or understandings, written or oral, and formal or
informal, between or among the stockholder providing notice and any of
the Stockholder Associated Persons (collectively, the
``Stockholders''), or the Stockholders with any Proposed Nominee and
any other person in connection with (1) any proxy, contract,
arrangement, understanding or relationship where either of the
Stockholders have the right to vote any Shares, (2) that such
individuals may have reached with any stockholder of the Corporation
regarding how such stockholder will vote its shares, take other action
in support of any Proposed Nominee, or other action by either of the
Stockholders, and (3) any other agreements that would be required to be
disclosed by either of the Stockholders or any other person or entity
pursuant to a Schedule 13D filed pursuant to the Exchange Act;
     a complete and accurate description of any performance-
related fees to

which such person may be entitled as a result of any increase or
decrease in the value of Shares or any Derivative Instruments;
     any investment strategy or objective of those who are not
an individual and a copy of the prospectus (and other like documents);
     a complete and accurate description of any pending or
threatened legal proceeding in which such person is a party or
participant involving the Corporation;
     if any agreement, arrangement or understanding has been
made to increase or decrease the voting power of such person with
respect to any Shares; and
     any other information relating to such person that would
be required to be disclosed in a proxy statement or other filing
required to be made in connection with solicitations of proxies for
such business or the election of any Proposed Nominee, or is otherwise
required, pursuant to Section 14 of the Exchange Act.
    Further, regarding proposed proper written notice, proposed Section
2.11(a)(iii)(D) simplifies the language in connection with the current
requirement that the Stockholders must represent if they intend to
deliver a proxy statement and/or form of proxy to holders to approve or
adopt the proposed business, elect the Proposed Nominee, and/or
otherwise solicit proxies or votes from stockholders in support of such
proposed business or Proposed Nominee, making it easier to understand.
    Proposed Section 2.11(a)(iii)(E) provides for the current
requirement that the stockholder providing notice must represent that
it is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person, and adds that ``in
person'' may be virtually, in the case of a meeting held solely by
means of remote communication) or by proxy at the meeting to bring such
proposed business and/or nominate one or more Proposed Nominee.
    Proposed Section 2.11(a)(iii)(F) requires that proper written
notice include an acknowledgment that the Corporation does not have to
present the business or nomination being brought at the meeting by the
stockholder proposing such, if such stockholder does not appear. The
proposed rule change also adds that, in addition to the proper written
notice information, the Corporation may require any Proposed Nominee to
furnish certain other information as the Corporation may reasonably
require to determine the eligibility or independence of a Proposed
Nominee.
    Proposed Section 2.11(b), which, as stated, delineates the
provisions governing special meetings of stockholders, amends the
procedures governing advance notice of director nominations at a
special meeting called by the Board for the election of directors.
Currently, notices of a special meeting must be made not less than
ninety (90) days nor more than one hundred twenty (120) days prior to
the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that if the annual meeting is not held
within thirty (30) days before or more than seventy (70) days after
such anniversary date, then such nomination shall have been delivered
to or mailed and received by the Secretary not later than the close of
business on the 10th day following the date on which public
announcement of the annual meeting date was made. The proposed rule
change updates this notice procedure to mirror the same procedural
language in proposed Section 2.11(a)(ii) (maintaining the same 90- to
120-day notice requirement), but updates the timing requirements to
remove the language regarding the 30-day and 70-day time frames around
the anniversary date and provides that, if public announcement of the
special meeting and the nominees proposed by the Board of Directors to
be elected at such meeting is first made less than ninety (90) days
prior to the date of the special meeting, notice must be made the tenth
(10th) day following the day on which such public announcement is first
made. The Exchange believes this proposed timing provision simplifies
the timing requirement, making it easier to understand and follow, and
also provides ample time to provide notice in advance to stockholders
of any scheduled special meeting. Proposed Section 2.11(b) also
provides that proper written notice of a special meeting must comply
with the requirements, as proposed, laid out in Section 2.11(a)(iii).
    Proposed Section 2.11(c) provides, generally, for other procedures
and practices in connection with notices, as well as certain defined
terms. Proposed Section 2.11(c)(i) provides that a stockholder
providing notice must update any notice, if necessary, so that the
information provided or required to be provided in a notice is be true
and correct (A) as of the record date for determining the stockholders
entitled to receive notice of the meeting and (B) as of the date that
is ten business days prior to the meeting (or any postponement,
adjournment or recess thereof). If an update is required to be made as
of the record date for determining the stockholders entitled to receive
notice of the meeting then the notice of update must be made not later
than five business days after the record date for determining the
stockholders entitled to receive notice of such meeting. If an update
is required to be made as of the date that is ten business days prior
to the meeting (or any postponement, adjournment or recess thereof),
then the notice of update must be made no later than seven business
days prior to the date for the meeting, if practicable, or, if not
practicable, on the first practicable date prior to the meeting or any
adjournment, recess or postponement thereof Proposed Section
2.11(c)(ii) provides that if any information submitted pursuant to
Section 2.11 is inaccurate in any respect, such information may be
deemed not to have been provided in accordance with the Parent Bylaws.
As proposed, the stockholder providing the notice has an obligation to
notify the Secretary in writing at the principal executive offices of
the Corporation of any inaccuracy or change in any such information
within two business days of becoming aware of such inaccuracy or
change. Additionally, within seven days upon delivery of a written
request by the Secretary, the Board of Directors (or a duly authorized
committee thereof), any such stockholder is obliged to provide: (A)
Written verification, reasonably satisfactory to the Board of
Directors, any committee thereof or any authorized officer of the
Corporation, to demonstrate the accuracy of any information submitted
by the stockholder pursuant to Section 2.11, and (B) a written update
of any information pursuant to Section 2.11 as of an earlier date. If
the stockholder fails to provide such written verification within such
period, the information as to which written verification was requested
may be deemed not to have been provided in accordance with Section
2.11. Proposed Section 2.11(c)(iii) provides that a stockholder
providing notice must also comply with all applicable requirements of
state law and all applicable requirements of the Exchange Act and the
rules and regulations thereunder, however, references to the Exchange
Act and its rules and regulations will not limit the requirements
applicable to stockholder proposals or director nominations pursuant to
Section 2.11. Proposed Section 2.11(c)(iv) updates current language
governing failure for the proposing stockholder to appear by adding
that virtual appearances are

acceptable when such meeting is being held remotely, as well as the
flexibility for the Corporation to waive the appearance requirement.
The rule change updates this provision and adds this flexibility in
light of the ongoing Covid-19 pandemic and the consequential remote
working status for many companies, including Cboe. Proposed Section
2.11(c)(v) adds the definition of key terms, along with current
definitions, for clarity. Specifically, the proposed rule change
defines an ``affiliate'' and ``associate'' as having the respective
meanings set forth in Rule 12b-2 under the Exchange Act and
``Stockholder Associated Person'' to mean: any person who is a member
of a ``group'' (used in Rule 13d-5 under the Exchange Act) with or
otherwise acting in concert with such stockholder providing notice; any
beneficial owner of shares of stock of the Corporation owned of record
or beneficially by such stockholder (other than a stockholder that is a
depositary); any person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common
control with, such stockholder or such Stockholder Associated Person
and beneficially owns, directly or indirectly, shares of stock of the
Corporation; any person that directly, or indirectly through one or
more intermediaries, controls such stockholder or any Stockholder
Associated Person; and any participant (as defined in paragraphs
(a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A, or any
successor instructions) with such stockholder or other Stockholder
Associated Person in respect of any proposals or nominations, as
applicable.
    The Exchange notes that many of the proposed rule changes to
proposed Section 2.11 are consistent with the bylaws of Cboe's peer
financial market/services corporations, Nasdaq, Inc (``Nasdaq''),\6\
Intercontinental Exchange (``ICE''),\7\ and/or the CME Group, Inc.
(``CME''),\8\ including:
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    \6\ See By-laws of Nasdaq, Inc., available at https://listingcenter.nasdaq.com/assets/RuleBook/NASDAQ/rules/Nasdaq_Inc_Corporate_Organization_Nasdaq_Inc.pdf.
    \7\ See Eighth Amended and Restated Bylaws of Intercontinental
Exchange, Inc., available at https://s2.q4cdn.com/154085107/files/doc_downloads/intercontinental_exchange/bylaws-eighth-amended.pdf.
    \8\ See Fifteenth Amended and Restated Bylaws of CME Group Inc.,
available at https://www.cmegroup.com/rulebook/files/CME-Bylaws.pdf.
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     The proposed disclosures required under Regulation 14A for
proposed business other than director nominations; director
questionnaires;
     consent to be named in the proxy statement as a director
nominee;
     a Voting Commitment;
     disclosure of compensation arrangements in connection with
service as a director;
     agreement to comply with applicable regulations,
organizational documents and policies;
     representation of intent to serve a full term; commitment
to provide true and correct facts and to not omit material facts;
     nominee disclosures for contested elections under Section
14;
     required disclosure by a proposing stockholder's 13D group
members and related parties;
     disclosure of rights to dividends, short interest,
interests held through controlled partnerships or LLCs, and in the
Company other than Company common stock;
     disclosure of agreements/arrangements in connection with
conferring proxy authority, with any other stockholder regarding voting
or supporting the proposal/nominee, with increasing or decreasing
voting power, and agreements required to be disclosed on Schedule 13D;
     disclosure of performance-related fees related to the
Company's performance;
     disclosure of investment strategy and inclusion of
prospectus/offering memorandum;
     disclosure of pending or threatened litigation;
     Special meeting provisions;
     Obligation to update and correct disclosures; and
     Express obligation to appear to present the proposal/
nominee.
    Additionally, the proposed rule change moves language currently in
Section 2.10 providing that the number of nominees for director may not
exceed the number of directors to be elected at any meeting to proposed
Section 2.11(a) (annual meetings) and Section 2.11(b) (special
meetings), therefore adding clarity to the updated Section 2.11 format
that this provision continues to apply for both annual and special
meetings. The proposed rule change to Section 2.10 also simplifies
current language that provides an election may proceed if proper notice
is made and received and adds language that nominations may be
withdrawn on or prior to the tenth day before the date the Corporation
first mails its notice of meeting for such election.
    The proposed rule change also amends Section 2.1 (Place of
Meetings) by removing language that requires stockholder meetings to be
held at the principal place of business of the Company if no location
is designated. The Exchange believes that it is appropriate for the
Board to retain both control and flexibility over the location and
timing of stockholder meetings. The proposed rule change amends Section
2.2 (Annual Meeting) and Section 2.3 (Special Meeting) to provide that
the Board may postpone, reschedule or cancel any previously-scheduled
annual meeting or special meeting, respectively. The proposed rule
change also updates Section 2.7 (Adjournments) to provide that only the
presiding person of a stockholder meeting can adjourn the meeting in
the absence of a quorum. The proposed changes are intended to provide
the Board the flexibility to postpone, recess, reschedule or cancel a
stockholder meeting. The Exchange also notes that the proposed rule
changes to Sections 2.2, 2.3, and 2.7 are consistent with the bylaws of
Cboe's peer corporation, Nasdaq.\9\
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    \9\ See supra note 6.
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    The proposed rule change also makes updates to reflect the current
best corporate governance practices to certain Sections under Article
2. In particular, it updates the language in Section 2.5 (Voting List)
regarding who is required to prepare the voting list. Section 2.5
currently provides that officer who has charge of the stock ledger
prepares the voting list and the proposed rule change updates this to
provide that the Corporation prepares the voting list. The proposed
rule change is consistent with the DGCL and reflects current best
practice. The proposed rule change also amends current Section 2.13
(Organization) (proposed Section 2.12), which currently states that
that the Board of Directors may appoint any stockholder to act as
chairman of any meeting in the absence of the Chairman of the Board, to
instead provide that that the Board of Directors may appoint any
director of the Corporation to act as chairman of any meeting in the
absence of the Chairman of the Board. Also, current Section 2.16
(Conduct of Meetings) (proposed Section 2.15) makes certain changes to
expand the procedural authority of the presiding officer of any
stockholder meeting, including the right to recess and/or adjourn
meetings for any or no reason, and the determination of when the polls
will open and close for any given matter to be voted on at the meeting,
the removal of any stockholder or individual who refuses to comply with
meeting procedures, rules, or guidelines, the restrictions on the use
of audio and/or video recording devices and cell phones. This is
consistent with

best practice and ensures that the presiding officer has the
flexibility to take measures, as needed, that ensure meetings are
conducted in the most appropriate manner.
Proposed Changes to Article 3--Directors
    The proposed rule change amends Section 3.5 (Vacancies) to provide
that that vacancies on the Board may be filled exclusively by a
majority of the directors. The Exchange notes that stockholders have a
common law right under Delaware law to fill director vacancies, unless
the Company's Charter or Bylaws explicitly give the Board exclusive
authority, therefore, the proposed change is designed to make this
right exclusive to the Board. The proposed rule change is consistent
with the bylaws of Cboe's peer corporations, Nasdaq and ICE.\10\ The
proposed rule change to Section 3.10 (Special Meetings) would allow
special meetings of the Board to be called with less than 24 hours'
notice. Currently, Section 3.10 requires at least 24 hours' notice to
directors of special Board meetings. However, there may be
circumstances that necessitate an emergency meeting of the Board with
less than 24 hours' notice (e.g., in relation to a pending
transaction), and therefore, the proposed changes would allow notice on
a shorter time frame if necessary and appropriate under the
circumstances. The proposed changes to Section 3.13 (Action by Consent)
updates language regarding routine filing of consents following an
action by the Board. Specifically, the proposed change updates the
consents to reflect the same electronic form as minutes are maintained,
which is consistent with recent amendments to the DGCL, reflects
current best practice.
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    \10\ See supra notes 6 and 7.
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    The proposed change also adds Section 3.15 (Emergency Bylaws).
Specifically, the proposed Section 3.15 provides that, notwithstanding
anything to the contrary in the Certificate of Incorporation or these
Bylaws, in the event there is any emergency, disaster or catastrophe,
as referred to in Section 110 of the DGCL, or other similar emergency
condition (each, an ``emergency''), and a quorum of the Board of
Directors cannot readily be convened for action, this Section 3.15
shall apply., including:
     Any director or Chief Executive Officer, President, Chief
Operating Officer, Chief Financial Officer, Treasurer or Secretary of
the Corporation may call a meeting of the Board of Directors by any
feasible means and with such advance notice as circumstances permit in
the judgment of the person calling the meeting. Neither the business to
be transacted nor the purpose of any such meeting need be specified in
the notice thereof.
     One-third (\1/3\) of the directors shall constitute a
quorum, which may in all cases act by majority vote.
     Directors may take action to appoint one or more of the
director or directors to membership on any standing or temporary
committees of the Board of Directors as they deem advisable. Directors
may also take action to designate one or more of the officers of the
Corporation to serve as directors of the Corporation while this Section
3.15 applies.
     To the extent that it considers it practical to do so, the
Board of Directors shall manage the business of the Corporation during
an emergency in a manner that is consistent with the Certificate of
Incorporation and Bylaws. It is recognized, however, that in an
emergency it may not always be practical to act in this manner and this
Section 3.15 is intended to and does hereby empower the Board of
Directors with the maximum authority possible under the DGCL, and all
other applicable law, to conduct the interim management of the affairs
of the Corporation in an emergency in what it considers to be in the
best interests of the Corporation.
     No director, officer or employee acting in good faith in
accordance with this Section 3.15 or otherwise pursuant to Section 110
of the DGCL shall be liable except for willful misconduct.
     This Section 3.15 shall continue to apply until such time
following the emergency when it is feasible for at least a majority of
the directors of the Corporation immediately prior to the emergency to
resume management of the business of the Corporation.
     The Board of Directors may modify, amend or add to the
provisions of this Section 3.15 in order to make any provision that may
be practical or necessary given the circumstances of the emergency.
     The provisions of this Section 3.15 shall be subject to
repeal or change by further action of the Board of Directors or by
action of the stockholders, but no such repeal or change shall modify
the provisions of paragraph (e) of this Section 3.15 with regard to
action taken prior to the time of such repeal or change.
    The Exchange notes that these proposed changes are largely
consistent with the DGCL and are designed to allow the Board and the
Corporation to continue to function in the case of an emergency, such
as a pandemic or an act of terrorism. The Exchange believes the ongoing
COVID-19 pandemic, as well as similar potential events, demonstrate the
need for Emergency Bylaws and notes that a number of companies are
adopting (or at least considering) emergency bylaws to relax Board
requirements when directors may be unavailable due to emergency
conditions, such as the pandemic.
Proposed Changes to Article 4--Committees
    The proposed rule change to Section 4.1 (Designation of Committees)
adds language that provides the Board with additional rights in their
ability to designate committees and committee alternates and specifies
that such committees may exercise all powers and authority of the Board
in the management of the business. Specifically, the proposed language
provides that the Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors
of the Corporation. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the
absence or disqualification of a member of the committee, the member or
members thereof present at any meeting and not disqualified from
voting, whether or not he, she or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at
the meeting in place of any such absent or disqualified member. Any
such committee, to the extent permitted by law and to the extent
provided in the resolution of the Board of Directors, shall have and
may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation, if any, to be affixed to all
papers which may require it. The proposed rule change provides
additional detail regarding the specific authority of the Board to
designate members of the committees and their general powers and
authority to manage the Corporation, as well as the power invested in
the voting members regarding the appointment of a member of the Board
to act in a circumstance of disqualification. The proposed language is
consistent with the DGCL and reflects current best practice.
    The proposed rule changes to Section 4.2 (The Executive Committee)
removes language that lists out specific actions or matters that are
not to be handled by the Executive Committee under Delaware law,
including amending the Certificate

of Incorporation, adopting an agreement of merger or consolidation,
approving a sale, lease or exchange of all or substantially all of the
Corporation's property and assets, or approval of a dissolution of the
Corporation or revocation of a dissolution. The proposed change,
instead, replaces this list with reference to matters under the DGCL to
be submitted to stockholders for approval. The Exchange believes that
the proposed change, while being consistent with the DGCL, removes
ambiguous and potentially unnecessarily limiting language that lists
the circumstances that could not be handled by the Executive Committee
that required stockholder approval and replaces it with broader
reference to the DGCL.
    The proposed change to Section 4.5 (The Nominating and Governance
Committee) reduces the minimum size requirement of the Nominating and
Governance Committee (``N&G Committee'') from a minimum of five members
to three members. This proposed rule change is intended to provide the
Board additional flexibility when populating the N&G Committee and is
consistent with the minimum number of members required on other Board
committees.\11\
---------------------------------------------------------------------------

    \11\ See e.g., Sections 4.3 and 4.4 of the Parent Bylaws.
---------------------------------------------------------------------------

Proposed Changes to Article 8--Notices
    The proposed rule change in Section 8.1 (Notices) replaces language
in paragraph (e) that requires that stockholders opt-in to email notice
with language that instead allows stockholders to opt-out of email
notice or not receive email notice if such notice is prohibited by the
DGCL. The proposed rule change also updates Section 8.2 (Electronic
Notice) to reflect this change. The proposed rule change also removes
the provision in Section 8.1 paragraph (c) which provides that notice
may be given by messenger or overnight courier service if the delivery
method does not require payment of the messenger or courier service fee
to deliver the notice by the person to whom the notice is addressed.
The proposed rule change then adds to paragraph (c) that notice is
deemed to have been given via this method at the earlier of when the
notice is received or left at the stockholder's or director's address.
The proposed change is consistent with the DGCL.
Proposed Rule Changes to Article 11 (Forum for Adjudication of
Disputes)
    The proposed rule changes to Article 11 add clarifying provisions
and additional detail regarding the exclusive forum. The proposed
changes are designed to update the exclusive forum bylaw to reflect
current best practices. Specifically, the proposed rule change adds
that, among the existing actions listed, the Court of Chancery of the
State of Delaware will be the sole and exclusive forum for any action
asserting an ``internal corporate claim'' (defined in the DGCL). The
proposed rule change also provides that, in the event that the Delaware
Court of Chancery lacks subject matter jurisdiction over any such
action or proceeding, the sole and exclusive forum for such action or
proceeding shall be another state or federal court located within the
State of Delaware. The proposed rule change provides that any person or
entity purchasing or otherwise acquiring any interest in shares of
capital stock of the Corporation is deemed to have notice of and
consented to the provisions of Article 1, including exclusive personal
jurisdiction in the Delaware Court or Chancery and having service of
process made, even if an action (within the scope of Article 11) is
filed in a court other than a court located within the State of
Delaware. Additionally, the proposed rule change makes clear that the
existence of any prior consent to, or selection of, an alternative
forum by the Corporation shall not act as a waiver of the Corporation's
ongoing consent right in Article 11 and that failure to enforce the
foregoing provisions would cause the Corporation irreparable harm and
the Corporation is entitled to equitable relief, including injunctive
relief and specific performance, to enforce Article 11. It also
clarifies that a claim may be made against the Corporation or any
current or former director, officer, other employee, agent or
stockholder of the Corporation, and may arise pursuant to the
Certificate of Incorporation or these Bylaws, in addition to the DCGL.
The proposed rule change is in line with current best practice, and,
additionally, the bylaws of Cboe's peer, CME,\12\ currently provide for
similar language related to foreign actions and specific performance.
---------------------------------------------------------------------------

    \12\ See supra note 8.
---------------------------------------------------------------------------

    Finally, the proposed rule change makes non-substantive edits
throughout the above listed Articles of the Parent Bylaws, including
updating paragraph lettering and numbering, simplifying language in
order to better align it with plain English, update the terms Board of
Directors and Exchange Act to be uniform throughout the bylaws (e.g.,
as opposed to just ``Board'', or ``Securities and Exchange Act'', and
the other versions of the Act's name).
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.\13\ Specifically, the Exchange believes the proposed rule change
is consistent with Section 6(b)(1) of the Act,\14\ which provides that
the Exchange be organized and have the capacity to be able to carry out
the purposes of the Act and to enforce compliance by the Exchange's
Trading Permit Holders and persons associated with its Trading Permit
Holders with the Act, the rules and regulations thereunder, and the
rules of the Exchange.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    In particular, the Exchange believes the proposed changes overall
are designed to improve the governance process of Cboe, as well as
update the Parent Bylaws, where applicable, to reflect and track the
DCGL and current best practices. Moreover, the Exchange does not
believe the proposed rule changes are controversial and indeed are
common among public companies, including its peers, Nasdaq, ICE and
CME.
    Particularly, the proposed rule changes to proposed Section 2.11 in
connection with providing notice regarding business and director
nominations at annual and special meetings, will enable the Exchange to
continue to be organized and have the capacity to be able to carry out
the purposes of the Act, because such proposed changes are generally
designed to strengthen these provisions by requiring notices (including
updates to notices) to disclose to the Board more detailed information
than currently required. In this manner, the proposed detailed
disclosure requirements would provide the Board with substantially more
information by which they may make complete and informed decisions and
most appropriately address business before the Board. The Exchange also
believes that the proposed rule changes in connection with timely
notice, including the 10 days' advanced notice of director nominations
(via the required director questionnaire), procedures governing advance
notice of director nominations at a special meeting, an obligation to
update and correct the notice up to 7 days prior to a meeting, and
updated timing regarding the 10-day notice of a special meeting less
than 90 days from the scheduled meeting, will allow the

Board the appropriate time needed to consider and prepare to address
all business, nominations, and other issues to be presented before it.
As such, the proposed rule changes will ensure that the Board is able
to continue to oversee the orderly operation of the corporation,
including the Exchange, in a manner the it deems most appropriate.
Additionally, and as listed in detail above, the vast majority of the
proposed notice requirements are consistent with the bylaws of Cboe's
peer corporations, CME, ICE, and/or Nasdaq, as well as in line with
current best practices. The proposed changes are also all consistent
with the DCGL.
    Moreover, the proposed changes are intended to provide the Board
with additional flexibility and more appropriate governance procedures
in addressing various circumstances, which will enable the Exchange to
continue to be organized and have the capacity to be able to carry out
the purposes of the Act. In particular, the proposed rule changes would
allow the Board to retain both control and flexibility over the
location and timing of stockholder meetings, would allow the Board to
postpone, recess, reschedule or cancel a stockholder meeting, would
allow only the presiding person of a stockholder meeting to adjourn and
reset a stockholder meeting date in the absence of quorum, would allow
for shorter notice in order for the Board to call a special meeting,
would allow the Board and the Corporation to continue to function
(including remotely) in the case of an emergency, such as the ongoing
COVID-19 pandemic, and would provide the Board with increased
flexibility in populating the Nomination and Governance Committee. Each
of these proposed changes is designed to assist the Exchange in most
effectively and efficiently managing evolving corporate matters as they
arise, many of which are highly complex and may be time sensitive.
Additionally, as indicated above, a majority of the proposed changes
align certain Sections in the Parent Bylaws with current best practices
and with the DCGL (as well as a change in accordance with Delaware
common law) and are also consistent with bylaw provisions of Cboe's
peer corporations. Accordingly, the Exchange believes the proposed
changes are widely accepted as appropriate governance measures.
    Lastly, the proposed nonsubstantive changes to the Parent Bylaws
provide additional clarity within the Parent Bylaws and make them
easier to understand. By making certain provisions read more in plain
English, updating paragraph lettering and numbering, making certain
terms uniform and simplifying language throughout, the proposed
nonsubstantive changes benefit investors by providing more clarity and
reduced complexity within the Parent Bylaws and making the Parent Bylaw
[sic] better organized and easier to follow thus reducing potential
investor confusion.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed rule change is
not intended to address competitive issues but rather is concerned
solely with updating the Parent Bylaws to reflect the changes described
above.

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

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

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

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission 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_ADDRESS>Please include
File Number SR-CboeEDGA-2020-021 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-CboeEDGA-2020-021. 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-CboeEDGA-2020-021 and should be
submitted on or before September 9, 2020.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
---------------------------------------------------------------------------

    \15\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-18090 Filed 8-18-20; 8:45 am]
BILLING CODE 8011-01-P


                National Drinking Water Advisory Council (NDWAC)
                                    Meeting
                           November 17  -  19, 2015

Day 1: Tuesday  -  November 17, 2015
8:30  -  9:00
Registration
-
9:00 -9:45
Opening and Welcome
Introductions
Review Agenda

Michelle Schutz, Designated Federal Officer (DFO)
Jill Jonas, Wisconsin Bureau of Drinking Water and Groundwater, Council Chair
Peter Grevatt, EPA, Office of Ground Water and Drinking Water (OGWDW) Director
9:45  -  10:15
National Drinking Water Program Update
Purpose: To provide an overview of the National Drinking Water Program priorities for the year ahead
Peter Grevatt
10:15  -  11:00
Drinking Water Regulatory Development Activities
Purpose: To provide an update on current drinking water regulatory-related activities
Eric Burneson, EPA, Standards and Risk Management Division (SRMD) Director, OGWDW
11:00  -  11:45
Lead and Copper Rule (LCR) Long Term Revisions
Purpose: To provide the background and considerations of the Working Group as they developed their Report to the NDWAC
Marilyn Christian, Harris County Public Health and Environmental Services
Chris Wiant, Caring for Colorado Foundation
11:45  -  1:00
Lunch
On Your Own
1:00  -  1:45
Lead Service Line Replacement Requirements
Questions and Comments
Stephen Estes-Smargiassi, American Water Works Association
Council Led by Jill Jonas
1:45  -  2:15
Public Education Requirements

Questions and Comments
Gary Burlingame, Philadelphia Water Department
Council Led by Jill Jonas
2:15  -  2:45
Copper Requirements

Questions and Comments
Derrick Dennis, Washington Department of Health
Council Led by Jill Jonas
2:45  -  3:15
Break
-
3:15  -  3:45
LCR Questions and Comments
Council Led by Jill Jonas
3:45  -  4:15
Closing Remarks
Jill Jonas
Peter Grevatt
Michelle Schutz

Day Two: Wednesday  -  November 18, 2015
8:00  -  8:15
Opening and Recap
Jill Jonas
8:15  -  8:45
Corrosion Control Treatment, Monitoring and Household Action Level
Questions and Comments
Tom Neltner, Environmental Defense Fund
Council Led by Jill Jonas
8:45  -  9:30
LCR Workgroup Other Comments
Led by Michelle Schutz
9:30  -  10:15
Public Comments
Led by Michelle Schutz
10:15  -  10:30
Break
-
10:30  -  11:15
Council Deliberations - Lead Service Line Replacement Requirements
Council Led by Jill Jonas
11:15  -  11:45
Council Deliberations - Public Education Requirements
Council Led by Jill Jonas
11:45  -  12:15
Council Deliberations  -  Copper Requirements
Council Led by Jill Jonas
12:15  -  1:15
Lunch
On Your Own
1:15  -  1:45
Council Deliberations - Corrosion Control Treatment, Monitoring and Household Action Level
Council Led by Jill Jonas
1:45  -  3:00
LCR - Council Deliberations
Council Led by Jill Jonas
3:00  -  3:30
Break
-
3:30  -  4:30
Recap Recommendations
Council Led by Jill Jonas
4:30  -  5:00
Harmful Algal Blooms (HABs)
Purpose: To provide an update on HAB activities in the drinking water program and answer questions from the Council
Ryan Albert, OGWDW

Day 3: Thursday, November 19, 2015
8:00  -  8:15
Opening
Jill Jonas
8:15  -  10:00
LCR - Council Final Deliberations and Conclusion of Recommendations to Administrator
Led by Jill Jonas
10:00  -  10:30
Break
-
10:30  -  11:00
Legionella
Purpose: To provide brief update and answer questions from the Council
OGWDW
11:00  -  11:30
Closing Remarks
Jill Jonas
Peter Grevatt


[Federal Register: June 28, 2007 (Volume 72, Number 124)]
[Notices]
[Page 35461]
[DOCID:fr28jn07-58]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 12678-002]

ORPC Alaska, LLC; Notice of Surrender of Preliminary Permit

June 20, 2007.
    Take notice that ORPC Alaska, LLC, permittee for the proposed
Resurrection Bay OCGen\TM\ Power Project, has requested that its
preliminary permit be terminated. The permit was issued on April 16,
2007, and would have expired on March 31, 2010.\1\ The project would
have been located in Resurrection Bay in the Gulf of Alaska between
Aialik Peninsula and Resurrection Peninsula, near the City of Seward in
Kenai Peninsula Borough, Alaska.
---------------------------------------------------------------------------

    \1\ 119 FERC ] 62,042.
---------------------------------------------------------------------------

    The permittee filed the request on May 29, 2007, and the
preliminary permit for Project No. 12678 shall remain in effect through
the thirtieth day after issuance of this notice unless that day is a
Saturday, Sunday, part-day holiday that affects the Commission, or
legal holiday as described in section 18 CFR 385.2007, in which case
the effective date is the first business day following that day. New
applications involving this project site, to the extent provided for
under 18 CFR Part 4, may be filed on the next business day.

Kimberly D. Bose,
Secretary.
[FR Doc. E7-12477 Filed 6-27-07; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register Volume 84, Number 186 (Wednesday, September 25, 2019)]
[Notices]
[Pages 50529-50532]
[FR Doc No: 2019-20707]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87028; File No. SR-CBOE-2019-061]

Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Add a
New Version of the Silexx Platform to Support FLEX Options Trading

September 19, 2019.
    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 September 13, 2019, Cboe Exchange, Inc. (the ``Exchange'' or
``Cboe Options'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I
and II below, which Items have been prepared by the Exchange. The
Exchange filed the proposal as a ``non-controversial'' proposed rule
change pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule
19b-4(f)(6) thereunder.\4\ 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)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

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

    Cboe Exchange, Inc. (the ``Exchange'' or ``Cboe Options'') proposes
to add a new version of the Silexx platform to support FLEX Options
trading. The text of the proposed rule change is provided in Exhibit 5.
    The text of the proposed rule change is also available on the
Exchange's website (http://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), 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
    In 2016, the Exchange's parent company, Cboe Global Markets, Inc.
(formerly named CBOE Holdings, Inc.) (``Cboe Global''), which is also
the parent company of Cboe C2 Exchange, Inc. (``C2''), acquired Cboe
EDGA Exchange, Inc. (``EDGA''), Cboe EDGX Exchange, Inc. (``EDGX'' or
``EDGX Options''), Cboe BZX Exchange, Inc. (``BZX'' or ``BZX
Options''), and Cboe BYX Exchange, Inc. (``BYX'' and, together with
Cboe Options, C2, EDGX, EDGA, and BZX, the ``Cboe Affiliated
Exchanges''). Cboe Options intends to migrate its trading platform to
the same system used by the Cboe Affiliated Exchanges, which the
Exchange expects to complete on October 7, 2019.
    In anticipation of migration, the Exchange proposes to add a new
version of the Silexx platform in connection with the trading of FLEX
Options. Silexx is a User-optional order entry and management trading
platform. The current versions of the Silexx platform are designed so
that a User may enter orders into the platform to send to the executing
broker, including Trading Permit Holders (``TPHs''), of its choice with
connectivity to the platform. The executing broker can then send orders
to Cboe Options (if the broker-dealer is a TPH) or other U.S. exchanges
(and trading centers) in accordance with the User's instructions. Users
cannot directly route orders through any of the current versions of
Silexx to an exchange or trading center nor is the platform integrated
into or directly connected to Cboe Option's System. Additionally, the
Exchange notes that it does not currently have an electronic broker or
system that that supports FLEX Options trading on Cboe Options. Some
firms have developed their own front-end systems to support FLEX
trading,\5\ and others use systems developed and provided by third-
party vendors or brokers that support FLEX trading electronically.
Moreover, in connection with migration, the Exchange intends to
simplify the process pursuant to which FLEX Traders \6\ may execute
FLEX Orders on the Exchange, which will align the trading of FLEX
Options with the trading on non-FLEX Options, which the Exchange
believes may encourage more Users to submit FLEX Orders for execution,
as Users are more familiar with this type of trading.
---------------------------------------------------------------------------

    \5\ Market participants are free to do so by accessing the
Exchange's FLEX specs via the publicly accessible Application
Programming Interface and using such information in order to support
FLEX trading within their own technology, software, and front-end
systems.
    \6\ A Trading Permit Holder may trade FLEX Options if the
Exchange has approved the Trading Permit Holder to trade FLEX
Options on the Exchange; such a Trading Permit Holder is referred to
as a ``FLEX Trader''.
---------------------------------------------------------------------------

    In anticipation of the changes to FLEX trading upon migration, the
Exchange proposes to implement an additional version of the Silexx
platform, Silexx FLEX. Silexx FLEX will exclusively support the trading
of FLEX Options and allow for direct access to the Exchange. The
Exchange notes that only authorized Users and associated persons of
Users may establish connectivity to and directly access the Exchange,
pursuant to Rule 5.5 (effective upon migration) \7\, however, a User
that is not authorized for direct access will be able to send orders
through the Exchange's broker community who will have access to Silexx
FLEX and can submit orders directly on the User's behalf.\8\ The
Exchange notes there will be a verification process for Users that wish
to access Silexx FLEX to ensure that each User is authorized for direct
Exchange access. Each verified User will require a username and
password to authenticate their access. The Exchange notes that those
authorized to directly access the Exchange must uphold supervisory
duties over those associated with it to ensure that only authorized
Users access the platform. In addition, the Exchange at this time does
not propose to assess any fees in connection with the Silexx FLEX
platform. Other than the above noted differences, the new Silexx
platform will function in the same manner as the Silexx versions
currently available to Users: It will be completely voluntary; FLEX
orders entered through the platform will receive no preferential
treatment as compared to FLEX Orders electronically

sent to Cboe Options in any other manner; FLEX Orders entered through
the platform will be subject to current trading rules in the same
manner as all other orders sent to the Exchange, which is the same as
orders that are sent through the Exchange's System today; the
Exchange's System will not distinguish between FLEX Orders sent from
Silexx FLEX and orders sent in any other manner; and Cboe Silexx \9\
will provide technical support, maintenance and user training for the
new platform version upon the same terms and conditions for all
Users.\10\ The Exchange notes that it currently offers a similar front-
end order entry system, the PULSe workstation, which also permits
connectivity to Cboe Options. The Exchange notes that no changes are
being made to the current Silexx platform versions or to the fees
schedule in connection with the current versions.
---------------------------------------------------------------------------

    \7\ The Exchange notes that in connection with this technology
migration, the Exchange has a shell Rulebook that resides alongside
its current Rulebook, which shell Rulebook will contain the Rules
that will be in place upon completion of the Cboe Options technology
migration. Rule 5.6 is currently in the shell Rulebook.
    \8\ The Exchange notes that Users may also send orders through a
Silexx FLEX certified broker, once brokers begin electing to become
certified. The Exchange has implemented a certification process
which is open to any broker that supports FLEX trading and will
allow Users without direct access to submit through an electronic
broker certified with Silexx. The Exchange currently conducts
similar certifications for any broker that wishes to connect to
Cboe, and for other platform offerings (e.g. PULSe).
    \9\ Cboe Silexx is the wholly owned subsidiary of Cboe Options'
parent company, Cboe Global Markets, Inc., which purchased Silexx in
2017.
    \10\ See Securities Exchange Act Release No. 82088 (November 15,
2017), 82 FR 55443 (November 21, 2017) (Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change To Describe
Functionality of and Adopt Fees for a New Front-End Order Entry and
Management Platform) (SR-CBOE-2017-068).
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act.\11\ Specifically, the
Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \12\ 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. Additionally,
the Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \13\ requirement that the rules of an exchange not be
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers. Additionally, the Exchange also believes the
proposed rule change is consistent with Section 6(b)(4) of the Act,\14\
which requires that Exchange rules provide for the equitable allocation
of reasonable dues, fees, and other charges among its Trading Permit
Holders and other persons using its facilities.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(5).
    \13\ Id.
    \14\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

    The Exchange believes that offering the Silexx FLEX platform to
market participants protects investors and is in the public interest
because it will allow the Exchange to directly offer Users an order
entry and management tool for FLEX trading in addition to the
technology products it currently offers for non-FLEX trading, such as
the other versions of the Silexx platform and the PULSe workstation. In
addition, firms can create their own proprietary front-end FLEX Order
entry technology or obtain systems with such functionality from third-
party vendors.\15\
---------------------------------------------------------------------------

    \15\ See supra note 5.
---------------------------------------------------------------------------

    In particular, the Exchange believes that the proposed Silexx FLEX
platform will facilitate transactions in FLEX Options and will remove
impediments to and perfect the mechanism of a free and open market and
national market system by offering to Users an order and management
system with direct access to the Exchange for FLEX trading. The
Exchange believes providing an alternative tool for FLEX Trading, in
conjunction with the Exchange's planned changes to the FLEX trading
process upon migration, may encourage more Users to submit FLEX Orders
and responses to FLEX auctions (including price improvement auctions),
which may lead to additional liquidity in the FLEX market, which
ultimately benefits investors. Currently, the Exchange does not have an
electronic broker or other system or platform that supports FLEX
trading on the Exchange; Users must either build their own front-end
systems or rely on outside brokers or vendors that support FLEX
trading. As the Exchange anticipates an increase of FLEX trading due to
the changes to be implemented upon migration, the Exchange believes
that offering Silexx as a direct access platform for FLEX trading will
facilitate transactions in these securities and, in general, protect
investors. The Exchange believes the proposed platform will remove
impediments to and perfect the mechanism of a free and open market and
national market system because it will allow Users more control over
the execution of their FLEX orders and to more efficiently trade in
FLEX Options, as well as potentially reduce transaction costs
associated with building out their own front-end FLEX systems or using
outside vendors or brokers.
    The Exchange believes the proposed rule change does not
discriminate among market participants because use of the platform for
FLEX trading is completely voluntary. Users can choose to enter FLEX
Orders without the use of the platform. The Exchange is making the
proposed version of the platform available as a convenience to market
participants, who will continue to have the option to use any order
entry and management system available in the marketplace to send FLEX
Orders to the Exchange. As such, the platform is not an exclusive means
available to market participants to send FLEX Orders to the Exchange
but merely an alternative that will be offered by the Exchange. Like
current Silexx platform versions, no orders sent through the Silexx
FLEX platform to Cboe Options for execution will receive any
preferential treatment or execute in any dissimilar manner from those
FLEX Orders enters via another means. Additionally, the platform will
be available to all Users, both those with authorized direct access and
those without who will be able to call in their orders to an Exchange
broker for execution through Silexx FLEX. As stated, the Exchange will
license the platform to participants with authorized direct access
pursuant to the same terms and conditions as the current versions of
Silexx.
    The Exchange believes that not charging a fee in connection with
the proposed Silexx FLEX platform is reasonable and equitable. The
Exchange notes that FLEX trading currently does not experience the same
level of volume and liquidity as that of non-FLEX trading. The Exchange
believes that offering the proposed Silexx FLEX platform is also not
discriminatory because it will be made available at no cost to all FLEX
Traders. The Exchange believes supplying market participants with more
efficient functionality at no cost for FLEX trading may encourage
participation in FLEX trading. Therefore, in order to incentivize
growth and participation in FLEX trading, along with the overall
changes to streamline FLEX trading that the Exchange will implement
upon migration, the Exchange believes that it is reasonable, equitable
and nondiscriminatory to allow for use of the Silexx FLEX platform at
no cost at this time.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The

proposed change will not impose any burden on intramarket competition
that is not necessary or appropriate in furtherance of the purposes of
the Act because the Exchange will make the Silexx FLEX version of the
platform available to market participants who are approved to trade
FLEX Options on the Exchange on the same terms and conditions (save for
its allowing for direct access and offering at no cost) as the current
Silexx versions. As described in detail above, the use of the platform
to trade in FLEX Options will be completely voluntary and market
participants will continue to have the flexibility to use any FLEX
Order entry and management that is proprietary or from third-party
vendors, and/or market participants may choose any executing brokers to
enter their FLEX Orders. The proposed platform is not an exclusive
means of FLEX trading, and if market participants believe that other
products, vendors, front-end builds, etc. available in the marketplace
are more beneficial than the Silexx FLEX platform, they may simply use
those products instead. Also, the Exchange notes that use of the
platform will not provide market participants with any additional
access to the Exchange than that which is available through the use of
any other front-end order entry system supporting FLEX trading. FLEX
Orders executed through the platform will not receive preferential
treatment and the Exchange's System will not distinguish between orders
sent from Silexx FLEX and orders sent in any other manner. The Exchange
notes that similar platforms, other Silexx versions and PULSe
workstations, are currently offered today. In addition to this, all
market participants may use Silexx FLEX, both those with direct access
and those without, by sending orders through the Exchange's broker
community who will be able to submit orders directly though Silexx
FLEX. Those approved for FLEX trading on the Exchange will be subject
to the same terms and conditions as other Silexx versions (save for the
offering of direct access), and no market participants will be assessed
a fee to use Silexx FLEX.
    The Exchange does not believe that the proposed change will impose
any burden on intermarket competition that is not necessary or
appropriate in furtherance of the purposes of the Act because other
market participants that support FLEX trading may continue to remain
competitive for FLEX Order entry, including firms that build-out their
own FLEX-supported front-end systems, and outside vendors and brokers
that support electronic FLEX connectivity. As such, market participants
approved for FLEX trading on the Exchange will be able to choose to
execute, or continue to execute, their FLEX Orders through any of these
means. The Exchange notes that all market participants are free to
create their own proprietary front-end FLEX Order entry technology.\16\
The Exchange also notes that Silexx FLEX will not have any preferential
access to current or planned Cboe Options technology and will therefore
compete on the same terms as any other firms that build-out their own
FLEX-supported front-end systems and/or outside vendors and brokers
that support electronic FLEX connectivity.
---------------------------------------------------------------------------

    \16\ See supra note 5.
---------------------------------------------------------------------------

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

    Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \17\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\18\
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \18\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \19\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \20\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has asked the Commission to waive the 30-day operative delay so that it
may implement the Silexx FLEX platform in connection with the
technology migration on October 7, 2019. According to the Exchange,
waiver of the operative delay will benefit investors by providing them
with a platform that will support the trading of FLEX Options. The
Commission believes that the proposed rule change raises no new or
novel issues and that waiver of the operative delay is consistent with
the protection of investors and the public interest. Therefore, the
Commission hereby waives the operative delay and designates the
proposal operative upon filing.\21\
---------------------------------------------------------------------------

    \19\ 17 CFR 240.19b-4(f)(6).
    \20\ 17 CFR 240.19b-4(f)(6)(iii).
    \21\ For purposes only of waiving the 30-day operative delay,
the Commission has also considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend 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. If the Commission
takes such action, the Commission will institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-CBOE-2019-061 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-CBOE-2019-061. 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-CBOE-2019-061 and should be submitted on
or before October 16, 2019.
---------------------------------------------------------------------------

    \22\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\22\
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-20707 Filed 9-24-19; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 82, Number 191 (Wednesday, October 4, 2017)]
[Rules and Regulations]
[Pages 46136-46138]
[FR Doc No: 2017-21246]

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ENVIRONMENTAL PROTECTION AGENCY

 40 CFR Part 52

[EPA-R04-OAR-2016-0634; FRL-9968-71-Region 4]

Air Plan Approval; Georgia; Regional Haze Progress Report

AGENCY: Environmental Protection Agency (EPA).

ACTION: Final rule.

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

SUMMARY: The Environmental Protection Agency (EPA) is finalizing
approval of a State Implementation Plan (SIP) revision submitted by the
State of Georgia, Department of Natural Resources, through the Georgia
Environmental Protection Division (GA EPD) on January 8, 2014.
Georgia's January 8, 2014, SIP revision (Progress Report) addresses
requirements of the Clean Air Act (CAA or Act) and EPA's rules that
require each state to submit periodic reports describing progress
towards reasonable progress goals (RPGs) established for regional haze
and a determination of the adequacy of the state's existing SIP
addressing regional haze (regional haze plan). EPA is finalizing
approval of Georgia's determination that the State's regional haze plan
is adequate to meet these RPGs for the first implementation period
covering through 2018 and requires no substantive revision at this
time.

DATES: This rule is effective November 3, 2017.

ADDRESSES: EPA has established a docket for this action under Docket
Identification No. EPA-R04-OAR-2016-0634. All documents in the docket
are listed on the www.regulations.gov Web site. Although listed in the
index, some information may not be publicly available, i.e.,
Confidential Business Information or other information whose disclosure
is restricted by statute. Certain other material, such as copyrighted
material, is not placed on the Internet and will be publicly available
only in hard copy form. Publicly available docket materials are
available either electronically through www.regulations.gov or in hard
copy at the Air Regulatory Management Section, Air Planning and
Implementation Branch, Air, Pesticides and Toxics Management Division,
U.S. Environmental Protection Agency, Region 4, 61 Forsyth Street SW.,
Atlanta, Georgia 30303-8960. EPA requests that if at all possible, you
contact the person listed in the FOR FURTHER INFORMATION CONTACT
section to schedule your inspection. The Regional Office's official
hours of business are Monday through Friday 8:30 a.m. to 4:30 p.m.,
excluding Federal holidays.

FOR FURTHER INFORMATION CONTACT: Michele Notarianni, Air Regulatory
Management Section, Air Planning and Implementation Branch, Air,
Pesticides and Toxics Management Division, U.S. Environmental
Protection Agency, Region 4, 61 Forsyth Street SW., Atlanta, Georgia
30303-8960. Ms. Notarianni can be reached by phone at<PHONE_NUMBER>
and via electronic mail at<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. Background

    States are required to submit a progress report in the form of a
SIP revision that evaluates progress towards the RPGs for each
mandatory Class I federal area \1\ (Class I area) within the state and
for each Class I area outside the state which may be affected by
emissions from within the state. 40 CFR 51.308(g). In addition, the
provisions of 40 CFR 51.308(h) require states to submit, at the same
time as the 40 CFR 51.308(g) progress report, a determination of the
adequacy of the state's existing regional haze plan. On January 8,
2014, Georgia submitted its Progress Report which, among other things,
details the progress made in the first period toward implementation of
the long term strategy outlined in the State's regional haze plan; the
visibility improvement measured at the three Class I areas within its
borders (Cohutta Wilderness Area, Okefenokee Wilderness Area, and Wolf
Island Wilderness Area) and at Class I areas

outside of the State potentially impacted by emissions from Georgia;
and a determination of the adequacy of the State's existing regional
haze plan.
---------------------------------------------------------------------------

    \1\ Areas designated as mandatory Class I federal areas consist
of national parks exceeding 6000 acres, wilderness areas and
national memorial parks exceeding 5000 acres, and all international
parks that were in existence on August 7, 1977 (42 U.S.C. 7472(a)).
These areas are listed at 40 CFR part 81, subpart D.
---------------------------------------------------------------------------

    In a notice of proposed rulemaking (NPRM) published on August 15,
2017 (82 FR 38654), EPA proposed to approve Georgia's January 8, 2014,
Progress Report. The details of Georgia's submission and the rationale
for EPA's actions are explained in the NPRM. Comments on the proposed
rulemaking were due on or before September 14, 2017. EPA received no
adverse comments on the proposed action.

II. Final Action

    EPA is finalizing approval of Georgia's January 8, 2014, Progress
Report as meeting the applicable regional haze requirements set forth
in 40 CFR 51.308(g) and 51.308(h).

III. Statutory and Executive Order Reviews

    Under the CAA, the Administrator is required to approve a SIP
submission that complies with the provisions of the Act and applicable
federal regulations. See 42 U.S.C. 7410(k); 40 CFR 52.02(a). Thus, in
reviewing SIP submissions, EPA's role is to approve state choices,
provided that they meet the criteria of the Act. Accordingly, this
action merely approves state law as meeting federal requirements and
does not impose additional requirements beyond those imposed by state
law. For that reason, this action:
     Is not a significant regulatory action subject to review
by the Office of Management and Budget under Executive Orders 12866 (58
FR 51735, October 4, 1993) and 13563 (76 FR 3821, January 21, 2011);
     does not impose an information collection burden under the
provisions of the Paperwork Reduction Act (44 U.S.C. 3501 et seq.);
     is certified as not having a significant economic impact
on a substantial number of small entities under the Regulatory
Flexibility Act (5 U.S.C. 601 et seq.);
     does not contain any unfunded mandate or significantly or
uniquely affect small governments, as described in the Unfunded
Mandates Reform Act of 1995 (Pub. L. 104-4);
     does not have Federalism implications as specified in
Executive Order 13132 (64 FR 43255, August 10, 1999);
     is not an economically significant regulatory action based
on health or safety risks subject to Executive Order 13045 (62 FR
19885, April 23, 1997);
     is not a significant regulatory action subject to
Executive Order 13211 (66 FR 28355, May 22, 2001);
     is not subject to requirements of Section 12(d) of the
National Technology Transfer and Advancement Act of 1995 (15 U.S.C. 272
note) because application of those requirements would be inconsistent
with the CAA; and
     does not provide EPA with the discretionary authority to
address, as appropriate, disproportionate human health or environmental
effects, using practicable and legally permissible methods, under
Executive Order 12898 (59 FR 7629, February 16, 1994).
    The SIP is not approved to apply on any Indian reservation land or
in any other area where EPA or an Indian tribe has demonstrated that a
tribe has jurisdiction. In those areas of Indian country, the rule does
not have tribal implications as specified by Executive Order 13175 (65
FR 67249, November 9, 2000), nor will it impose substantial direct
costs on tribal governments or preempt tribal law.
    The Congressional Review Act, 5 U.S.C. 801 et seq., as added by the
Small Business Regulatory Enforcement Fairness Act of 1996, generally
provides that before a rule may take effect, the agency promulgating
the rule must submit a rule report, which includes a copy of the rule,
to each House of the Congress and to the Comptroller General of the
United States. EPA will submit a report containing this action and
other required information to the U.S. Senate, the U.S. House of
Representatives, and the Comptroller General of the United States prior
to publication of the rule in the Federal Register. A major rule cannot
take effect until 60 days after it is published in the Federal
Register. This action is not a ``major rule'' as defined by 5 U.S.C.
804(2).
    Under section 307(b)(1) of the CAA, petitions for judicial review
of this action must be filed in the United States Court of Appeals for
the appropriate circuit by December 4, 2017. Filing a petition for
reconsideration by the Administrator of this final rule does not affect
the finality of this action for the purposes of judicial review nor
does it extend the time within which a petition for judicial review may
be filed, and shall not postpone the effectiveness of such rule or
action. This action may not be challenged later in proceedings to
enforce its requirements. See section 307(b)(2).

List of Subjects in 40 CFR Part 52

    Environmental protection, Air pollution control, Incorporation by
reference, Intergovernmental relations, Nitrogen oxides, Particulate
matter, Reporting and recordkeeping requirements, Sulfur dioxide,
Volatile organic compounds.

    Dated: September 21, 2017.
 Onis ``Trey'' Glenn, III,
Regional Administrator, Region 4.

    40 CFR part 52 is amended as follows:

PART 52--APPROVAL AND PROMULGATION OF IMPLEMENTATION PLANS

0
1. The authority citation for part 52 continues to read as follows:

    Authority: 42 U.S.C. 7401 et seq.

Subpart L--Georgia

0
2. Section 52.570(e) is amended by adding an entry for ``January 2014
Regional Haze Progress Report'' at the end of the table to read as
follows:

Sec.  52.570  Identification of plan.

* * * * *
    (e) * * *

                                 EPA-Approved Georgia Non-Regulatory Provisions
----------------------------------------------------------------------------------------------------------------
                                                             State
   Name of nonregulatory SIP    Applicable  geographic  submittal date/ EPA approval date       Explanation
           provision             or nonattainment area  effective date
----------------------------------------------------------------------------------------------------------------

                                                  * * * * * * *
January 2014 Regional Haze      Georgia...............       01/8/2014  10/4/17 [Insert
 Progress Report.                                                        citation of
                                                                         publication].
----------------------------------------------------------------------------------------------------------------

[FR Doc. 2017-21246 Filed 10-3-17; 8:45 am]
 BILLING CODE 6560-50-P


[Federal Register Volume 77, Number 222 (Friday, November 16, 2012)]
[Rules and Regulations]
[Pages 68684-68685]
[FR Doc No: 2012-27792]

=======================================================================
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DEPARTMENT OF LABOR

Occupational Safety and Health Administration

29 CFR Parts 1910, 1915, 1917, 1918, and 1926

[Docket No. OSHA-2011-0184]
RIN 1218-AC65

Updating OSHA Standards Based on National Consensus Standards;
Head Protection

AGENCY: Occupational Safety and Health Administration (OSHA), Labor.

ACTION: Final rule; confirmation of effective date.

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

SUMMARY: OSHA is confirming the effective date of its direct final rule
that revises the Head Protection standards for general industry,
shipyard employment, marine terminals, longshoring, and construction by
updating the reference to a standard published by a standards-
developing organization, the American National Standards Institute. In
the June 22, 2012, direct final rule, OSHA stated that it would
withdraw the companion proposed rule and confirm the effective date of
the direct final rule if the Agency received no significant adverse
comments. OSHA did not receive significant adverse comments on the
direct final rule. Therefore, OSHA is confirming that the direct final
rule became effective on September 20, 2012.

DATES: The direct final rule published on June 22, 2012 (77 FR 37587),
was effective on September 20, 2012. For the purposes of judicial
review, OSHA considers November 16, 2012, as the date of issuance.

ADDRESSES: In compliance with 28 U.S.C. 2112(a), OSHA designates the
Associate Solicitor of Labor for Occupational Safety and Health as the
recipient of petitions for review of the final standard. Contact Joseph
M. Woodward, Associate Solicitor, at the Office of the Solicitor, Room
S-4004, U.S. Department of Labor, 200 Constitution Avenue NW.,
Washington, DC 20210; telephone:<PHONE_NUMBER>.

FOR FURTHER INFORMATION CONTACT: General information and press
inquiries: Frank Meilinger, Director, OSHA Office of Communications,
Room N-3647, U.S. Department of Labor, 200 Constitution Avenue NW.,
Washington, DC 20210; telephone:<PHONE_NUMBER>.
    Technical information: Ken Stevanus, Directorate of Standards and
Guidance, Room N-3609, OSHA, U.S. Department of Labor, 200 Constitution
Avenue NW., Washington, DC 20210; telephone:<PHONE_NUMBER>; fax: (202)
693-1663.

SUPPLEMENTARY INFORMATION:
    Copies of this Federal Register notice: Electronic copies of this
Federal Register notice are available at http://www.regulations.gov.
This Federal Register notice, as well as news releases and other
relevant information, also is available at OSHA's Web page at http://www.osha.gov.
    Confirmation of the effective date: On June 22, 2012, OSHA
published a direct final rule (DFR) in the Federal Register that
revised its Head Protection standards for general industry at 29 CFR
1910.135, shipyard employment at 29 CFR 1915.155, marine terminals at
29 CFR 1917.93, longshoring at 29 CFR 1918.103, and construction at 29
CFR 1926.100 by updating a reference to the American National Standards
Institute (ANSI) head protection standard (see 77 FR 37587). In the
DFR, OSHA deleted a reference to ANSI Z89.1-1986, and replaced it with
a reference to ANSI Z89.1-2009. In addition, in the DFR, OSHA deleted
references to ANSI Z89.1-1969 and ANSI Z89.2-1971 in its construction
standard at 29 CFR 1926.100, and replaced them with the same three
references specified in the

general industry, shipyard employment, marine terminals, and
longshoring head-protection standards.
    In that Federal Register document, OSHA also stated that it would
confirm the effective date of the DFR if the Agency received no
significant adverse comments. OSHA received two comments on the DFR,
neither of which were significant adverse comments (see Document IDs
OSHA-2011-0184-0003 and -0004). To the contrary, both comments
supported the DFR.

List of Subjects in 29 CFR Parts 1910, 1915, 1917, 1918, and 1926

    Head protection, Incorporation by reference, Occupational safety
and health, Safety.

Authority and Signature

    David Michaels, Ph.D., MPH, Assistant Secretary of Labor for
Occupational Safety and Health, U.S. Department of Labor, 200
Constitution Avenue NW., Washington, DC 20210, authorized the
preparation of this final rule. OSHA is issuing this final rule
pursuant to 29 U.S.C. 653, 655, and 657, 5 U.S.C. 553, Secretary of
Labor's Order 1-2012 (77 FR 3912), and 29 CFR part 1911.

    Signed at Washington, DC, on November 8, 2012.
David Michaels,
Assistant Secretary of Labor for Occupational Safety and Health.
[FR Doc. 2012-27792 Filed 11-15-12; 8:45 am]
BILLING CODE 4510-26-P