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Federal Register / Vol. 86, No. 149 / Friday, August 6, 2021 / Notices public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commissions 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 SRPEARL202135, and should be submitted on or before August 27, 2021.

Commission pursuant to Section 19b1 of the Securities Exchange Act of 1934 Act 1 and Rule 19b4
thereunder,2 a proposed rule change to amend the Sixth Amended and Restated Bylaws Bylaws of their parent company, Cboe Global Markets, Inc.
CGM, to implement proxy access.
The proposed rule changes were published for comment in the Federal Register on May 5, 2021.3 No comment letters were received in response to the proposals. On July 28, 2021, each of BYX, BZX, EDGA, EDGX and C2, and on July 29, 2021, Cboe filed Amendment No. 1 to the proposed rule changes collectively, Amendment Nos. 1.4
This order provides notice of filing of Amendment Nos. 1 and approves the proposed rule changes, as modified by Amendment Nos. 1, on an accelerated basis.

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.28
J. Matthew DeLesDernier, Assistant Secretary.

II. Description of the Proposed Rule Changes, as Modified by Amendment Nos. 1

FR Doc. 202116789 Filed 8521; 8:45 am BILLING CODE 801101P

SECURITIES AND EXCHANGE
COMMISSION
Release No. 3492546; File Nos. SR
CBOE2021023; SRCboeBYX2021009;
SRCboeBZX2021028; SRCboeEDGA
2021009; SRCboeEDGX2021021; SR
C22021007

Self-Regulatory Organizations; Cboe Exchange, Inc.; Cboe BYX Exchange, Inc.; Cboe BZX Exchange, Inc.; Cboe EDGA Exchange, Inc.; Cboe EDGX
Exchange, Inc.; Cboe C2 Exchange, Inc.; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment Nos. 1, To Amend the Sixth Amended and Restated Bylaws of Cboe Global Markets, Inc. To Implement Proxy Access
jbell on DSKJLSW7X2PROD with NOTICES

August 2, 2021.

I. Introduction On April 16, 2021, each of Cboe Exchange, Inc. Cboe, Cboe BYX
Exchange, Inc. BYX, Cboe BZX
Exchange, Inc. BZX, Cboe EDGA
Exchange, Inc. EDGA, and Cboe EDGX Exchange, Inc. EDGX, and on April 26, 2021, Cboe C2 Exchange, Inc.
C2 and together with Cboe, BYX, BZX, EDGA, and EDGX, the Exchanges filed with the Securities and Exchange Commission 28 17

CFR 200.303a12.

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19:29 Aug 05, 2021

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The Exchanges state that CGM
received a stockholder proposal submitted pursuant to Rule 14a8 under the Act which requested that the Board of Directors of CGM Board take steps to implement a proxy access bylaw provision to allow a stockholder, or group of stockholders, who comply with certain requirements, to nominate candidates for service on the Board and have those candidates included in 1 15

U.S.C. 78sb1.
CFR 240.19b4.
3 See Securities Exchange Act Release Nos. 91728
April 29, 2021, 86 FR 24052 SRCBOE2021
023; 91729 April 29, 2021, 86 FR 24059 SR
CboeBYX2021009; 91727 April 29, 2021, 86 FR
24083 SRCboeBZX2021028; 91725 April 29, 2021, 86 FR 24076 SRCboeEDGA2021009;
91724 April 29, 2021, 86 FR 24044 SR
CboeEDGX2021021; 91732 April 29, 2021, 86
FR 24125 SRC22021007 collectively, Notices.
4 In Amendment Nos. 1, the Exchanges clarified the circumstances under which proxy access nominees may be excluded from the proxy materials. Pursuant to proposed Section 2.16ji of the Bylaws, CGM would not be required to include a Stockholder Nominee in its proxy materials who would not be an independent director under Section 3.3 of the Bylaws, under the rules of the principal national securities exchange on which the outstanding capital stock of CGM is traded, any applicable rules of the Commission and any publicly disclosed standards used by the Board in determining and disclosing independence of CGMs directors, in each case as determined by the Board in its sole discretion. In Amendment Nos. 1, the Exchanges represented that any independence standards adopted by CGMs Board will apply uniformly to all director nominees, including Stockholder Nominees, and that any future independence standards adopted by the Board will comply with all applicable laws, rules, and regulations. Amendment Nos. 1 are available on the Commissions website at http www.sec.gov/rules/
sro.shtml.
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CGMs proxy materials.5 The Exchanges state that CGM has determined to take the stockholders requested steps to implement proxy access and, accordingly, the Exchanges have submitted this proposal to adopt new Section 2.16 of the Bylaws.6 Subject to procedures and conditions set forth therein, and as further described below, proposed Section 2.16 of the Bylaws would generally permit a stockholder, or group of up to 20 stockholders, to nominate director nominees for the Board and have such director nominees included in CGMs annual meeting proxy materials, so long as the stockholders have owned at least three percent of CGMs outstanding shares of capital stock continuously for at least three years.7 The proposal would limit the number of proposed director nominees to the greater of i two or ii 20% of the number of CGM directors in office rounded down to the nearest whole number, but no less than two.8
The Exchanges note that the parent companies of other national securities exchanges have adopted substantively similar proxy access provisions, and the Exchanges state that they do not believe such provisions are materially different from the proxy access provision proposed by the Exchanges.9
Proposed Section 2.16 of the Bylaws Specifically, proposed Section 2.16a of the Bylaws would require that, subject to the provisions of proposed Section 2.16, whenever the Board solicits proxies with respect to the election of directors at an annual meeting of stockholders, CGM must include in its proxy statement for such annual meeting, in addition to any persons nominated for election by or at 5 See Notices, supra note 3, at 24052, 24059, 24083, 24076, 24045, and 24125, respectively. See also 17 CFR 240.14a8 establishing procedures pursuant to which stockholders of a public company may have their proposals placed alongside managements proposals in the companys proxy materials for presentation to a vote at a meeting of stockholders.
6 See Notices, supra note 3, at 24052, 2405960, 2408384, 24076, 24045, and 24125, respectively.
The Exchanges also propose to make conforming changes to current Sections 2.10 and 2.11 of the Bylaws. See id. at 24052, 24059, 24083, 24076, 24045, and 24125, respectively. See also infra notes 4546.
7 See proposed Bylaws Section 2.16.
8 See proposed Bylaws Section 2.16c.
9 See Notices, supra note 3, at 24052, 2405960, 2408384, 24076, 24045, and 24125, respectively citing to Securities Exchange Release Nos. 79357
November 18, 2016, 81 FR 85283 November 25, 2016 SRNASDAQ2016127; SRBX2016051;
SRISE201622; SRISEGemini201610; SR
ISEMercury201616; SRPHLX201693; SR
BSECC2016001; SRSCCP201601; and 77782
May 6, 2016, 81 FR 29600 May 12, 2016 SR
NYSE201614; SRNYSEArca201625; SR
NYSEMKT201620.

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