[Federal Register Volume 81, Number 92 (Thursday, May 12, 2016)]
[Notices]
[Pages 29600-29603]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-11178]


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SECURITIES AND EXCHANGE COMMISSION

Release No. 34-77782; File Nos. SR-NYSE-2016-14; SR-NYSEArca-2016-25; 
SR-NYSEMKT-2016-20]


Self-Regulatory Organizations; New York Stock Exchange LLC; NYSE 
Arca, Inc.; NYSE MKT LLC; Order Approving Proposed Rule Change Amending 
and Restating the Fifth Amended and Restated Bylaws of the Exchanges' 
Ultimate Parent Company, Intercontinental Exchange, Inc., To Implement 
Proxy Access

May 6, 2016.

I. Introduction

    On March 2, 2016, each of the New York Stock Exchange LLC 
(``NYSE''), NYSE Arca, Inc. (``NYSE Arca'') and NYSE MKT LLC (``NYSE 
MKT'' and, together with NYSE and NYSE Arca, ``Exchanges'') filed with 
the Securities and Exchange Commission (``Commission'') pursuant to 
Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ 
and Rule 19b-4 thereunder,\2\ a proposed rule change to amend and 
restate the Fifth Amended and Restated Bylaws (``Bylaws'') of the 
Exchanges' ultimate parent company, Intercontinental Exchange, Inc. 
(``ICE''),\3\ to implement proxy access. The proposed rule changes were 
published for comment in the Federal Register on March 22, 2016.\4\ No 
comment letters were received in response to the proposals. This order 
approves the proposed rule changes.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ ICE owns 100% of the equity interest in Intercontinental 
Exchange Holdings, Inc., which in turn owns 100% of the equity 
interest in NYSE Holdings LLC. NYSE Holdings LLC owns 100% of the 
equity interest of NYSE Group, Inc., which owns 100% of the equity 
interest of each of the Exchanges. ICE is a publicly traded company 
listed on the NYSE.
    \4\ See Securities Exchange Act Release Nos. 77384 (Mar. 17, 
2016), 81 FR 15371 (Mar. 22, 2016) (SR-NYSE-2016-14); 77385 (Mar. 
17, 2016), 81 FR 15378 (Mar. 22, 2016) (SR-NYSEArca-2016-25); and 
77386 (Mar. 17, 2016), 81 FR 15366 (Mar. 22, 2016) (SR-NYSEMKT-2016-
20) (collectively, ``Notices'').
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II. Description of the Proposed Rule Changes

    The Exchanges propose to amend and restate the Bylaws to add a new 
Section 2.15 that would, subject to a number of requirements, permit 
stockholders to nominate director nominees for election to the Board of 
Directors of ICE (``Board'') and require ICE to include such director 
nominations in its proxy materials for the next annual meeting of 
stockholders (``Proxy Materials''). The Exchanges further propose to 
amend certain advance notice provisions in Section 2.13 of the Bylaws 
to account for the implementation of proxy access in proposed Section 
2.15.\5\
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    \5\ See Notices, supra note 4, for a more detailed description 
of the proposed amendments.
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Proposed Section 2.15 of the Bylaws

    Proposed Section 2.15 of the Bylaws would enable an individual 
stockholder, or a group of up to 20 stockholders, to nominate director 
nominees for the Board and have them included in the Proxy Materials, 
so long as such stockholder or stockholders have collectively owned at 
least three percent of ICE's outstanding shares of common stock 
continuously for at least three years.\6\ No stockholder would be 
permitted to participate in more than one group, and any stockholder 
appearing as a member of more than one group would be counted as a 
member of the group with the largest ownership position.\7\ 
Notwithstanding the foregoing, a stockholder whose nominee is elected 
to the Board at an annual meeting under proposed Section 2.15 would not 
be eligible to nominate another candidate for the next two annual 
meetings.\8\
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    \6\ Proposed Section 2.15(c)(i)-(iii). Shares may be counted as 
``owned'' only where a stockholder possesses both the full voting 
and investment rights pertaining to the shares, as well as the full 
economic interest in such shares. Id. at 2.15(c)(iv).
    \7\ Id. at 2.15(c)(v).
    \8\ Id. at 2.15(c)(i).
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    In order to nominate a director nominee to be included in the Proxy 
Materials under proposed Section 2.15, a stockholder would need to 
submit a notice (``Nomination Notice'') to the Secretary of ICE, no 
earlier than the close of business 150 calendar days, and no later than 
the close of business 120 calendar days, before the anniversary of the 
date that ICE mailed its Proxy Materials for the previous year's annual 
meeting.\9\ In proposed Section 2.15, the Exchanges propose to set 
forth in the Bylaws the specific information that would be needed to be 
included in the Nomination Notice. The following information is 
required for the Nomination Notice:
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    \9\ Id. at 2.15(d). If an annual meeting is not scheduled to be 
held within a period that commences 30 days before and ends 30 days 
after the anniversary date, the nominating stockholder would be 
required to submit the Nomination Notice by the later of the close 
of business 120 days prior to the date of such annual meeting or the 
tenth day following the first public disclosure of the annual 
meeting date. Id.
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     A Schedule 14N \10\ (or any successor form) relating to 
the nomination, completed and filed with the Commission; \11\
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    \10\ 17 CFR 240.14n-101.
    \11\ Proposed Section 2.15(d)(i).
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     a written notice of the nomination \12\ containing a 
statement in support of the nominee's election to the Board, if 
desired, as well as the following representations and warranties by 
each nominating stockholder:
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    \12\ Id. at 2.15(d)(ii). The written notice would need to 
include certain information that is required for the nomination of 
directors by Section 2.13(b) of the Bylaws and details regarding any 
relationship in the past three years that would have been described 
by Item 6(e) of Schedule 14N if that relationship had existed on the 
date of submission of the Schedule 14N. Id. at 2.15(d)(ii)(A) and 
(B). In the case of a nomination by a group, the notice would also 
need to include the designation by all group members of one group 
member authorized to act on behalf of all group members with respect 
to matters relating to the nomination, including withdrawal of the 
nomination. Id. at 2.15(d)(ii)(K). 
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    [cir] That the nominating stockholder did not acquire, and is not 
holding, securities of ICE for the purpose or with the effect of 
influencing or changing control of ICE;
    [cir] that the nominee's candidacy or, if elected, membership on 
the Board would not violate applicable state or federal law or the 
rules of the principal national securities exchange on which ICE's 
securities are traded;
    [cir] that the nominee does not have any direct or indirect 
relationship with ICE that will cause the nominee to be deemed not 
independent under the Board's Independence Policy; \13\
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    \13\ The Board's current Independence Policy can be found at: 
http://ir.theice.com/~/media/Files/I/Ice-IR/documents/corporate-
governance-documents/board-independence-policy.pdf.
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    [cir] that the nominee qualifies as independent under the rules of 
the principal national securities exchange on which ICE's common stock 
is traded and meets that exchange's audit

[[Page 29601]]

committee independence requirements; \14\
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    \14\ The NYSE is the principal market for ICE's common stock. 
Its independent director standards are set forth in NYSE's Listed 
Company Manual in Sections 303A.00, 303A.01 and 303A.02, and its 
audit committee independence requirements are set forth in NYSE's 
Listed Company Manual under Sections 303A.06 and 303A.07.
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    [cir] that the nominee is a ``non-employee director'' for the 
purposes of Rule 16b-3 under the Exchange Act,\15\ is an ``outside 
director'' for purposes of Section 162(m) of the Internal Revenue 
Code,\16\ and is not and has not been subject to any event specified in 
Rule 506(d)(1) of Regulation D under the Securities Act of 1933 \17\ or 
Item 401(f) of Regulation S-K under the Exchange Act; \18\
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    \15\ 17 CFR 240.16b-3.
    \16\ 26 U.S.C. 162(m).
    \17\ 17 CFR 230.506(d)(1) (identifying ``bad actors'' who will 
be disqualified from a safe harbor related to the private offering 
exemption of Section 4(a)(2) of the Securities Act).
    \18\ 17 CFR 229.401(f) (requiring director nominees to disclose 
participation in certain legal proceedings).
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    [cir] that the nominating stockholder satisfies the eligibility 
requirements set forth in proposed Section 2.15 of the Bylaws and 
intends to continue to satisfy such requirements through the date of 
the annual meeting; and
    [cir] that the nominating stockholder will not engage in a 
``solicitation'' within the meaning of Rule 14a-1(l) under the Exchange 
Act \19\ in support of the election of any individual as a director at 
the applicable annual meeting, other than its nominee(s) or any nominee 
of the Board of Directors and will not use any proxy card other than 
ICE's proxy card in soliciting stockholders in connection with the 
election of its nominee.
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    \19\ 17 CFR 240.14a-1(l).
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     an executed agreement,\20\ pursuant to which each 
nominating stockholder agrees:
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    \20\ Proposed Section 2.15(d)(iii).
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    [cir] To comply with all applicable laws, rules and regulations in 
connection with the nomination, solicitation, and election of a 
nominee;
    [cir] to file any written solicitation or other communication with 
ICE stockholders relating to ICE directors, director nominees, or the 
nominating stockholder's nominee with the Commission;
    [cir] to assume all liability stemming from an action, suit, or 
proceeding relating to any actual or alleged legal or regulatory 
violations arising out of any communication by the nominating 
stockholder or its nominee in connection with the nomination or 
election of directors, including the Nomination Notice;
    [cir] to indemnify ICE and its directors, officers, and employees 
against any liability incurred in connection with any action, suit, or 
proceeding relating to a failure or alleged failure of the nominating 
stockholder or its nominees to comply with, or a breach or alleged 
breach of, its respective obligations, agreements, or representations 
under proposed Section 2.15; and
    [cir] to promptly notify ICE and any other recipients of 
communications by the nominating stockholder in connection with the 
nomination or election of a director nominee if (1) any information 
included in such communications or in the Nomination Notice ceases to 
be true and accurate in all material respects or a material fact 
necessary to make a statement not misleading has been omitted or (2) 
the nominating stockholder has failed to continue to satisfy the 
eligibility requirements described in proposed Section 2.15(c); and
     an executed agreement,\21\ by the nominee:
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    \21\ Id. at 2.15(d)(iv).
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    [cir] to provide to ICE such other information and certifications, 
including completion of ICE's director questionnaire, as it may 
reasonably request;
    [cir] that the nominee has read and agrees, if elected, to serve as 
a member of the Board and to adhere to ICE's Corporate Governance 
Guidelines and Global Code of Business Conduct and any other policies 
and guidelines applicable to directors; and
    [cir] that the nominee is not and will not become a party to any 
(i) undisclosed financial agreement or arrangement with any person or 
entity other than ICE in connection with his or her service or action 
as a director of ICE, (ii) undisclosed agreement or arrangement with 
any person or entity as to how the nominee would vote or act on any 
issue or question as a director of ICE; or (iii) voting commitment that 
could reasonably be expected to interfere with the nominee's ability to 
comply, if elected, with his or her fiduciary duties under applicable 
law.
    If so requested in the relevant Nomination Notice, and subject to 
the requirements set forth in proposed Section 2.15,\22\ ICE must 
include in its Proxy Materials information regarding a director nominee 
nominated for election pursuant to proposed Section 2.15, including: 
(1) The name of the nominee (which must also be included on ICE's form 
of proxy and ballot), (2) certain disclosures regarding the director 
nominee and each nominating stockholder that are required by the 
Commission or other applicable law to be included in the Proxy 
Materials, (3) a statement in support of the nominee's election to the 
Board included in the Nomination Notice, subject to compliance with 
Section 14 of the Exchange Act \23\ and the rules thereunder, and (4) 
any other information that ICE or the Board determines,\24\ in its 
discretion, to include in the Proxy Materials relating to the 
nomination of the nominee, including any statement in opposition to the 
nomination.\25\
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    \22\ The chairman of any annual meeting of stockholders shall 
have the power and duty to determine whether a nominee has been 
nominated in accordance with the requirements of proposed Section 
2.15 and, if not so nominated, shall direct and declare at the 
annual meeting that such Nominee shall not be considered. Id. at 
2.15(a).
    \23\ 15 U.S.C. 78n.
    \24\ For the purposes of proposed Section 2.15, any 
determination to be made by the Board may be made by the Board, a 
committee of the Board, or any officer of ICE designated by the 
Board or a committee of the Board, and such determination will be 
final and binding on ICE and any other person so long as made in 
good faith. Proposed Section 2.15(a).
    \25\ Id.
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    Notwithstanding the foregoing, ICE may omit from the Proxy 
Materials, or may supplement or correct, any information, including all 
or any portion of the statement in support of the nominee included in 
the Nomination Notice, if the Board determines that: (1) Such 
information is not true in all material respects or omits a material 
statement necessary to make the statements made not misleading; (2) 
such information directly or indirectly impugns the character, 
integrity, or personal reputation of, or directly or indirectly makes 
charges concerning improper, illegal, or immoral conduct or 
associations, without factual foundation, with respect to, any person; 
or (3) the inclusion of such information in the Proxy Materials would 
otherwise violate the federal proxy rules or any other applicable law, 
rule or regulation.\26\ ICE may solicit against, and include in the 
Proxy Materials its own statement relating to, any nominee.\27\
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    \26\ Id. at 2.15(e)(ii)
    \27\ Id.
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    Under the proposal, there is a limit to the number of director 
nominees submitted pursuant to proposed Section 2.15 that may be 
included in the Proxy Materials. Specifically, ICE would not be 
required to include in the Proxy Materials more nominees submitted 
pursuant to proposed Section 2.15 than that number of directors 
constituting twenty percent of the total number of directors of the 
Board (rounded down to the nearest whole number, but not less

[[Page 29602]]

than two).\28\ This maximum number of permitted nominees would be 
further reduced by (1) the number of nominees that are subsequently 
withdrawn after nomination or that the Board itself decides to nominate 
for election and (2) the number of incumbent directors, if any, who 
were nominated pursuant to proposed Section 2.15 at the preceding 
annual meeting and whose re-election is recommended by the Board.\29\ 
Thus, the maximum number of nominees permitted pursuant to proposed 
Section 2.15 in any given year could be fewer than two.\30\ Where the 
number of nominees submitted pursuant to proposed Section 2.15 exceeds 
the maximum number permitted, each nominating stockholder--in order of 
ownership position, largest to smallest--would select a director 
nominee until the maximum number of nominees is reached.\31\
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    \28\ Id. at 2.15(b)(i).
    \29\ Id.
    \30\ See Notices, supra note 4, at 81 FR 15372, 15379, and 
15367, respectively.
    \31\ Proposed Section 2.15(b)(ii).
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    Proposed Section 2.15 would allow the Board to disregard director 
nominations submitted pursuant to proposed Section 2.15 in certain 
circumstances. If the Board determines that a nominee or nominating 
stockholder no longer satisfies the eligibility requirements, a 
nominating stockholder withdraws its nomination, or a nominee is 
unwilling or unable to serve as a director, the Board may disregard the 
nomination and ICE would not be required to include the nominee in the 
Proxy Materials and could affirmatively inform stockholders that the 
nominee would not be voted on at the annual meeting.\32\
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    \32\ Id. at 2.15(b)(ii). See also infra note 33 and accompanying 
text (permitting the Board to omit stockholder nominees from the 
Proxy Materials in the same circumstances).
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    In addition, the proposal permits ICE to omit nominees submitted 
pursuant to proposed Section 2.15 from the Proxy Materials (and to 
prohibit any vote on such nominee) in the following situations:
     The nominating stockholder(s) (or representatives thereof) 
fail to present the nomination at the annual meeting or withdraw the 
nomination;
     the Board determines that the nomination or election of 
the nominee would result in ICE violating or failing to be in 
compliance with its certificate of incorporation, the Bylaws, or any 
applicable law, rule or regulation to which it is subject, including 
any rule or regulation of the principal national securities exchange on 
which ICE's securities are traded;
     the nominee was nominated for election to the Board 
pursuant to Section 2.15 at one of ICE's two preceding annual meetings 
of stockholders and withdrew, became ineligible, or failed to receive 
20% of the vote;
     the nominee has been, within the past three years an 
officer or director of a competitor or is a U.S. Disqualified Person as 
defined in ICE's certificate of incorporation;
     ICE is notified, or the Board determines, that: (i) A 
nominating stockholder has failed to continue to satisfy the 
eligibility requirements of proposed Section 2.15; (ii) any of the 
representations and warranties made in the Nomination Notice cease to 
be true and accurate in all material respects (or omit a material fact 
necessary to make the statements made not misleading); (iii) the 
nominee becomes unwilling or unable to serve on the Board, or (iv) the 
nominee or nominating stockholder materially violate or breach the 
obligations, agreements, representations, or warranties made under 
proposed Section 2.15; or
     ICE receives a notice under Section 2.13 that a 
stockholder intends to nominate a candidate for director at the annual 
meeting.\33\
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    \33\ Id. at 2.15(e)(i).
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Amendments to Section 2.13 of the Bylaws

    Currently, Section 2.13 of the Bylaws sets forth a process by which 
ICE stockholders may nominate directors at their annual and special 
meetings, including certain advance notice requirements.\34\ The 
Exchanges propose to amend the advance notice provisions in Section 
2.13 to address the application of those provisions to stockholder 
nominations submitted under the proxy access provision in proposed 
Section 2.15. The proposed amendments would require director 
nominations submitted by stockholders pursuant to proposed Section 2.15 
to be specified in the notice of annual meeting given by the Board, but 
they would exempt such nominations from other timing and notice 
requirements set forth in Section 2.13.\35\
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    \34\ See Bylaws, Section 2.13.
    \35\ Proposed Section 2.13(b). The Exchanges have also proposed 
to amend Section 2.13(d) to clarify that the definition of 
``publicly announced or disclosed'' set forth in that provision 
shall apply to Section 2.15. Proposed Section 2.13(d).
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III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
changes are consistent with the requirements of Section 6 of the Act 
\36\ and the rules and regulations thereunder applicable to a national 
securities exchange.\37\ In particular, the Commission finds that the 
proposed rule changes are consistent with the requirements of Section 
6(b)(5) of the Act, which requires, among other things, that an 
exchange's rules be designed to prevent fraudulent and manipulative 
acts and practices, to promote just and equitable principles of trade, 
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.\38\
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    \36\ 15 U.S.C. 78f(b).
    \37\ In approving these proposed rule changes, the Commission 
has considered the proposed rules' impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
    \38\ 15 U.S.C. 78f(b)(5).
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    A shareholder who wishes to nominate his or her own candidate for 
director may initiate a proxy contest in order to solicit proxies from 
fellow shareholders, but doing so requires the preparation and 
dissemination of separate proxy materials and entails substantial cost. 
Proposed Section 2.15 of the Bylaws provides ICE shareholders an 
alternative path for having their nominees considered through the proxy 
process. This proposed rule change is intended to respond to a request 
made by ICE shareholders regarding proxy access.\39\
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    \39\ In November 2015, the Comptroller of the City of New York, 
on behalf of certain city retirement systems that are stockholders 
of ICE, requested that ICE include a proxy access proposal in its 
2016 proxy statement. After discussions with the Comptroller's 
office, ICE management determined to recommend the proposed rule 
changes to the Board and, on that basis, the Comptroller's request 
was withdrawn. See Notices, supra note 4, at 81 FR 15374, 15382, and 
15370, respectively.
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    The Exchanges state that the proposal, by providing a process for 
certain stockholders to nominate directors to be included in the Proxy 
Materials,\40\ should help to strengthen the corporate governance of 
ICE and foster accountability to ICE's stockholders, thereby protecting 
investors and the public interest.\41\ The Commission believes that the 
proposal to provide a process for shareholder proxy access in the 
Bylaws of ICE, the ultimate parent company of the Exchanges, should 
help to provide the stockholders of ICE that meet the stated 
requirements of proposed Section 2.15 with an

[[Page 29603]]

alternative opportunity to exercise their right to nominate directors 
for the Board, consistent with the Exchange Act.
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    \40\ As discussed above, however, the number of permitted 
director nominees under Section 2.15 may constitute less than twenty 
percent of the number of directors currently serving on the Board 
under certain circumstances and could be less than two nominees. See 
supra notes 28-30 and accompanying text; Proposed Section 
2.15(b)(i).
    \41\ See Notices, supra note 4, at 81 FR 15371, 15378, and 
15367, respectively.
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    The proposed rule changes will require ICE to include in its Proxy 
Materials information regarding a director nominee nominated pursuant 
to proposed Section 2.15 in its Proxy Materials, including disclosures 
regarding the nominee and nominating stockholder(s), any statement in 
support of the nominee provided by the nominating stockholder(s), and 
any other information that ICE or the Board determines to include 
relating to the nomination. The Commission believes that the provision 
of such information could help stockholders to assess whether a nominee 
submitted pursuant to proposed Section 2.15 possesses the necessary 
qualifications and experience to serve as a director.
    The proposed rule changes limit the availability of proxy access in 
certain circumstances. For example, in order to be eligible to submit a 
nomination to be included in the Proxy Materials pursuant to proposed 
Section 2.15, a shareholder (or group of shareholders) is required to 
own at least three percent of ICE's outstanding shares of common stock 
continuously for at least three years. Furthermore, a shareholder may 
not nominate a director to be included in the Proxy Materials pursuant 
to proposed Section 2.15 if he or she is holding ICE's securities with 
the intent of effecting a change of control of ICE. The proposed rule 
changes also generally would limit the number of director nominees 
submitted pursuant to proposed Section 2.15 that may be included in the 
Proxy Materials to twenty percent of the total number of directors of 
the Board. The proposed rule changes would allow ICE to disregard or 
omit nominees submitted pursuant to proposed Section 2.15 from the 
Proxy Materials in certain circumstances, including if the Board 
determines that the nomination or election of the nominee would result 
in ICE violating or failing to be in compliance with its governing 
documents or any applicable law, rule or regulation to which it is 
subject.\42\ The Commission notes that such limitations on proxy access 
seem designed to balance the ability of ICE shareholders to participate 
more fully in the nomination and election process against the potential 
cost and practical difficulties of requiring inclusion of shareholder 
nominations in proxy materials.
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    \42\ See, e.g., Proposed Section 2.15(e)(i)(C).
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    The Commission notes that the proposed proxy access provisions 
include safeguards to help verify that any director nominees submitted 
pursuant to proposed Section 2.15 would qualify as independent 
directors and that the nominating shareholder's nomination of the 
nominee, and the nominee's membership on the Board, if elected, would 
not violate any applicable laws, rules or regulations of any government 
entity or relevant self-regulatory organization. Specifically, the 
nominating stockholder must represent and warrant, among other things, 
that: (i) The nominee's candidacy or, if elected, membership on the 
Board would not violate applicable state or federal law or the rules of 
the principal national securities exchange on which ICE's securities 
are traded; (ii) the nominee does not have any direct or indirect 
relationship with ICE that will cause the nominee to be deemed not 
independent under the Board's Independence Policy; \43\ and (iii) the 
nominee qualifies as independent under the rules of the principal 
national securities exchange on which ICE's common stock is traded and 
meets that exchange's audit committee independence requirements.\44\ In 
addition, each nominating stockholder is required to provide an 
executed agreement, pursuant to which he or she agrees to comply with 
all applicable laws, rules and regulations in connection with the 
nomination, solicitation, and election of a nominee. The nominee is 
also required to provide an executed agreement, pursuant to which: (i) 
If elected, the nominee agrees to adhere to ICE's Corporate Governance 
Guidelines and Global Code of Business Conduct and any other policies 
and guidelines applicable to directors; and (ii) the nominee agrees 
that he or she is not and will not become party to certain financial or 
voting arrangements that may present conflicts of interest or interfere 
with the nominee's ability to comply, if elected, with his or her 
fiduciary duties under applicable law.\45\
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    \43\ See also id. (permitting ICE to omit from its Proxy 
Materials any nominee submitted pursuant to proposed Section 2.15 if 
the Board determines that nomination or election of that nominee to 
the Board would cause ICE to violate or fail to be in compliance 
with its Bylaws, its certificate of incorporation, or any applicable 
law, rule or regulation, including any rules or regulations of the 
principal national securities exchange on which ICE's common stock 
is traded).
    \44\ See supra notes 12-19 and accompanying text.
    \45\ See supra notes 20-21 and accompanying text.
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    The Commission notes that the safeguards and limitations described 
above should help to ensure ICE can comply with its bylaws and any 
applicable laws, rules, regulations, including, among others, the 
Board's Independence Policy and exchange listing standards on 
independent directors and audit committees, consistent with Section 
6(b)(5) of the Act. Based on the foregoing, the Commission finds that 
the proposed rule changes filed by the Exchanges are consistent with 
the Act.

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\46\ that the proposed rule changes (SR-NYSE-2016-14, SR-NYSEArca-
2016-25, SR-NYSEMKT-20), be, and hereby are, approved.
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    \46\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\47\
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    \47\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-11178 Filed 5-11-16; 8:45 am]
 BILLING CODE 8011-01-P