[Federal Register Volume 81, Number 130 (Thursday, July 7, 2016)]
[Notices]
[Pages 44400-44404]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-16123]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78223; File No. SR-NASDAQ-2016-013]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing of Amendment No. 2 and Order Granting Accelerated 
Approval of a Proposed Rule Change, as Modified by Amendment No. 2, To 
Require Listed Companies to Publicly Disclose Compensation or Other 
Payments by Third Parties to Board of Director's Members or Nominees

July 1, 2016.

I. Introduction

    On March 15, 2016, The Nasdaq Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change to require listed companies to 
publicly disclose compensation or other payments by third parties to 
board of director's members or nominees for director. The proposed rule 
change was published for comment in the Federal Register on April 5, 
2016.\3\ On May 18, 2016, Nasdaq filed Amendment No. 1 to the 
proposal.\4\ On May 20, 2016, the Commission extended the time period 
within which to approve the proposed rule change, disapprove the 
proposed rule change, or institute proceedings to determine whether to 
disapprove the proposed rule change.\5\ On June 30, 2016, Nasdaq 
withdrew Amendment No. 1 and filed Amendment No. 2 to the proposal, 
which replaced and superseded the original proposal in its

[[Page 44401]]

entirety.\6\ The Commission received eight comments on the proposal by 
seven commenters, as well as a response to the comment letters from 
Nasdaq regarding the proposal \7\ This order grants approval of the 
proposed rule change, as amended by Amendment No. 2.
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    \1\ 15 U.S.C.78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 77481 (Mar. 30, 
2016), 81 FR 19678 (``Notice'').
    \4\ See Letter to Brent J. Fields, Secretary, Commission, from 
David Strandberg, Associate Vice President, Nasdaq dated May 18, 
2016.
    \5\ See Securities Exchange Act Release No. 77879 (May 20, 
2016), 81 FR 33571 (May 26, 2016).
    \6\ See Letter to Brent J. Fields, Secretary, Commission, from 
David Strandberg, Associate Vice President, Nasdaq dated June 30, 
2016. In Amendment No. 2, Nasdaq clarified, among other things, 
that: The required disclosure must be made no later than the date on 
which the relevant company files or furnishes a definitive proxy or 
information statement (or, if the company does not file proxy or 
information statements, no later than when the company files its 
next Form 10-K or Form 20-F); the proposed rule does not separately 
require the initial disclosure of newly entered into agreements or 
arrangements, provided that disclosure is made pursuant to the rule 
for the next shareholders' meeting at which directors are elected; a 
company must make the required disclosure at least annually; the 
disclosure requirement encompasses non-cash compensation and other 
forms of payment obligation, such as indemnification; all references 
in the proposed rule to proxy or information statements are to the 
definitive versions thereof; remedial disclosure (when a company 
newly discovers an agreement that should have been disclosed), 
regardless of its timing, would not satisfy the annual disclosure 
requirements; and a company that provides disclosure in the current 
fiscal year pursuant to the requirement in Item 5.02(d)(2) of Form 
8-K would not have to make separate disclosure under the proposed 
rule, although disclosure under Commission rules would not relieve a 
company of its ongoing obligation under the proposed rule to make 
annual disclosure. The amendment also explicitly states that, if a 
company provides disclosure in a definitive proxy or information 
statement, including to satisfy the Commission's proxy disclosure 
requirements, sufficient to comply with the proposed rule, the 
company's obligation to satisfy the rule is fulfilled regardless of 
the reason for which such disclosure was made.
    Amendment No. 2 also revised the proposal to explicitly permit 
the required disclosure to be made in an information statement in 
addition to other ways specified in the proposal; limit the required 
disclosure to the material terms of agreements or arrangements 
relating to compensation and payments in connection with a person's 
board service or candidacy; and permit Web site disclosure through a 
hyperlink to another Web site, provided that the other Web site is 
continuously accessible. Amendment No. 2 also added that a foreign 
private issuer would be permitted to follow home country practice in 
lieu of the proposal's requirements provided that it complies with 
the conditions set forth in Nasdaq Rule 5615. In addition, the 
amendment revised the effective date of the disclosure requirements 
to thirty days after Commission approval of the proposed rule and 
included a statement from Nasdaq that it would notify listed 
companies of the effective date.
    \7\ See Letters to Brent J. Fields, Secretary, Commission, from 
Andrew A. Schwartz, Associate Professor of Law, University of 
Colorado Law School, Boulder, Colorado, dated April 25 and 26, 2016 
(``Schwartz Letters''); Bobby Franklin, President & CEO, National 
Venture Capital Association, dated April 26, 2016 (``NVCA Letter''); 
John Hayes, Chair, Corporate Governance Committee, Business 
Roundtable, dated April 26, 2016 (``Business Roundtable Letter''); 
John Endean, President, American Business Conference, dated April 
28, 2016 (``American Business Conference Letter''); Marc M. Rossell, 
Chair, Securities Regulation Committee, Bar of the City of New York, 
dated May 20, 2016 (``New York City Bar Letter''); Heather C. 
Briccette, President & CEO, The Business Council of New York State, 
Inc., dated June 15, 2016 (``NYS Business Council Letter''); Darla 
Stuckey, President & CEO, Society for Corporate Governance, dated 
June 27, 2016 (``Society for Corporate Governance Letter''). See 
also See Letter to Brent J. Fields, Secretary, Commission, from 
David Strandberg, Associate Vice President, Nasdaq dated June 30, 
2016 (``Response Letter'').
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II. Description of the Proposed Rule Change as Modified by Amendment 
No. 2

    Nasdaq is proposing to adopt Rule 5250(b)(3) to require each listed 
company to publicly disclose the material terms of all agreements or 
arrangements between any director or nominee for director on the 
company's board and any person or entity other than the company 
relating to compensation or other payment in connection with that 
person's candidacy or service as a director.\8\ The proposal would 
require disclosure of all such agreements and arrangements by no later 
than the date on which the company files or furnishes a definitive 
proxy or information statement subject to Regulation 14A or 14C under 
the Act in connection with the Company's next shareholders' meeting at 
which directors are elected (or, if they do not file proxy or 
information statements, no later than when the Company files its next 
Form 10-K or Form 20-F).\9\
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    \8\ See proposed Rule 5250(b)(3)(A).
    \9\ See proposed Rule 5250(b)(3). See also supra, note 6 for a 
description of changes made in Amendment No 2 as compared to the 
original filing.
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    The proposal as modified by Amendment No. 2 would require a listed 
company to disclose this information either on or through the company' 
Web site or in the definitive proxy or information statement \10\ for 
the next shareholders' meeting at which directors are elected (or, if 
the company does not file proxy or information statements, in its Form 
10-K or Form 20-F). The proposed rule provides that a company would not 
need to make disclosure, however, of agreements and arrangements that: 
(i) Relate only to reimbursement of expenses in connection with 
candidacy as a director; (ii) existed prior to the nominee's candidacy 
(including as an employee of the other person or entity) and the 
nominees relationship with the third party has been publicly disclosed 
in a definitive proxy or information statement or annual report (such 
as in the director or nominee's biography); or (iii) have been 
disclosed under Item 5(b) of Schedule 14A of the Act or Item 5.02(d)(2) 
of Form 8-K in the current fiscal year.\11\ Such disclosure, however, 
pursuant to these provisions under Schedule 14A and Form 8-K in (iii) 
would not relieve a company of its disclosure obligations under the 
proposed rule.\12\
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    \10\ See supra note 6.
    \11\ See proposed Rule 5250(b)(3)(A).
    \12\ See id.
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    The proposed rule states that a Company must make the disclosure 
required by the rule at least annually until the earlier of the 
resignation of the director or one year following the termination of 
the agreement or arrangement.\13\ The proposed rule further states that 
if a Company discovers an agreement or arrangement that should have 
been disclosed pursuant to the proposed rule but was not disclosed, 
then the Company must promptly make the required disclosure by filing a 
Form 8-K or 6-K, where required by Commission rules, or by issuing a 
press release.\14\ However, such remedial disclosure, regardless of its 
timing, would not satisfy the annual disclosure requirements under the 
proposed rule.\15\
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    \13\ See proposed Rule 5250(b)(3)(B).
    \14\ See proposed Rule 5250(b)(3)(C).
    \15\ See id. See also supra note 6.
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    The proposal further provides that if a company undertakes 
reasonable efforts to identify all such agreements or arrangements, 
including asking each director or nominee in a manner designed to allow 
timely disclosure, and makes the required remedial disclosure promptly 
if it discovers an agreement or arrangement that should have been 
disclosed but was not, then the company will not be considered 
deficient with respect to the rule.\16\
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    \16\ See proposed Rule 5250(b)(3)(D). The proposed rule also 
provides that in, all other cases, the Company must submit a plan 
that satisfies Exchange staff that the Company has adopted processes 
and procedures designed to identify and disclose relevant agreements 
or arrangements.
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    The Exchange also proposes to make a change to Nasdaq Listing Rule 
5615, which permits foreign private issuers to follow their home 
country practice in lieu of certain corporate governance requirements 
of the Exchange, provided that the issuer fulfills the conditions set 
forth in that rule. Under the proposal, the required disclosure of 
third-party payments to directors will be included among the rule 
provisions where a foreign private issuer would be permitted to follow 
home country practice.\17\ To meet the conditions of Rule 5615, a 
foreign private issuer would be required to submit to Nasdaq a written 
statement from an independent counsel in its home country certifying 
that the company's practices are not prohibited by the home country's 
laws. The issuer would also be

[[Page 44402]]

required to disclose in its annual filings with the Commission (or, in 
certain circumstances, on its Web site) that it does not follow the 
proposed rule's requirements and briefly state the home country 
practice it follows in lieu of these requirements.
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    \17\ See supra note 6.
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III. Comments on the Proposed Rule Change and Nasdaq's Response

    As previously stated, the Commission received a total of eight 
comment letters from seven commenters.\18\ Four commenters expressed 
general support for the proposal.\19\ One of these commenters stated 
that third-party payment arrangements of the kind covered by the 
proposal ``present numerous problems besides the obvious potential 
conflict of interest that shareholders should consider in voting for 
board members.'' \20\ In addition, the commenter believed that ``the 
ability to keep both arrangement and the terms thereof secret provides 
`raiders' and other types of activists an unfair tactical advantage 
over the incumbent board members,'' and that ``if an insurgent 
candidate is elected to the board, secrecy around that board member's 
outside compensation can inhibit the effective functioning of the board 
of directors.'' \21\ Echoing similar beliefs, another of these 
commenters stated that full disclosure of the material terms of third 
party arrangements with a director is ``a necessary element of 
understanding and assessing the ability of directors and director 
nominees to fulfill their fiduciary duties.'' \22\ Another commenter 
stated its belief that ``investors need to know if there are 
compensation arrangements for any director in which an entity other 
than the listed company is paying for that particular director's 
service.'' \23\
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    \18\ See supra note 7.
    \19\ See Schwartz Letters, Business Roundtable Letter, American 
Business Conference Letter, and Society for Corporate Governance 
Letter, supra note 7.
    \20\ See American Business Conference Letter.
    \21\ Id.
    \22\ See Business Roundtable Letter.
    \23\ See Society for Corporate Governance Letter.
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    One comment letter stated its aim as ensuring that Nasdaq was fully 
informed as it considered whether to move forward with the proposed 
rule change, in view of what it described as the somewhat complex 
arrangements that can exist when a board member of an issuer is a 
general partner of a venture capital fund partnership that owns a 
substantial interest in the issuer and is also a member or an associate 
of the venture capital firm that formed the venture capital fund.\24\ 
This commenter recommended that Nasdaq clarify the conditions of the 
exemption in the rule for pre-existing relationships as well as the 
degree of detail needed in disclosures required by the proposed 
rule.\25\
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    \24\ See NVCA Letter, supra note 7.
    \25\ Id. The NVCA Letter also noted that potential restrictions 
on the ability of individuals who receive compensation to serve as a 
director could adversely affect venture capital firms due to the 
structure of venture capital funds. See id. The Commission knows 
that this is not within the scope of the Nasdaq proposed rule 
change.
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    Finally, two commenters recommended that the proposed rule change 
not be approved.\26\ One of these commenters indicated uncertainty as 
to whether the issues addressed by the Exchange's proposal are not 
adequately covered by existing Commission rules.\27\ This commenter 
further believed that the Commission should ``promote desirable 
uniformity in the nature of required disclosures to investors about 
director compensation arrangements at public companies, without 
differentiation based on the exchange on which a company's securities 
are listed.'' \28\
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    \26\ See New York City Bar Letter and NYS Business Council 
Letter, supra note 7.
    \27\ See New York City Bar Letter id.
    \28\ Id. The commenter cited, in this regard, the Commission's 
Disclosure Effectiveness Project.
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    The other commenter opposing approval of the proposed rule change, 
similarly, believed that proposal ``may be duplicative'' because the 
Commission already has rules that ``may already address the disclosures 
covered in the proposed rule change.'' \29\ This commenter argued that 
``approving similar rules aimed at the same goal but from a different 
regulator would make compliance unnecessarily difficult and would not 
be an efficient use of resources,'' adding that if more disclosure was 
required by the proposal than by the Commission's rules, ``investors in 
Nasdaq-listed companies would be receiving different information on 
these matters than investors in companies listed on other exchanges, 
which could lead to confusion.'' \30\ The commenter further argued that 
the Nasdaq proposal would require companies to ``unnecessarily incur 
costs and expend energy without any meaningful benefit to 
shareholders.'' \31\
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    \29\ See NYS Business Council Letter, supra note 7.
    \30\ Id.
    \31\ Id.
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    In its Response Letter, Nasdaq cited the letters that had been 
received in support of its proposed rule change, noting that the 
submitters of these letters shared the Exchange's view that the 
proposed disclosures would be meaningful to shareholders and relevant 
to their investment and voting decisions. In response to the view of 
opposing commenters that existing Commission regulations may already 
require the disclosure mandated by the proposed rule, Nasdaq noted that 
the proposal would not require separate disclosure when disclosure 
sufficient to satisfy the proposed rule has been made by a company 
under existing Commission proxy rules. Acknowledging that there are 
various Commission rules that may, in some circumstances, apply to 
third party director payments, Nasdaq stated, nonetheless, that the 
nature, scope and timing of these required disclosures may not in all 
cases be the same as the disclosure mandated by its proposal.\32\ 
Nasdaq averred that it had considered the concerns raised in the 
comment letters, but believes the proposal as amended adequately 
addresses them.\33\
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    \32\ Nasdaq cited its proposal's ongoing annual and remedial 
disclosure requirements as examples. See supra note 7.
    \33\ In this regard, Nasdaq specifically mentioned the concerns 
raised in the NVCA Letter around board service by venture capital 
board members.
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IV. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change is consistent with the requirements of the Act and the rules and 
regulations thereunder applicable to a national securities 
exchange.\34\ In particular, the Commission finds that the proposed 
rule change is consistent with the requirements of Section 6(b)(5) of 
the Act,\35\ which requires, among other things, that the 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; and not be designed to permit, among other things, 
unfair discrimination between issuers.
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    \34\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \35\ 15 U.S.C. 78f(b)(5).
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    The development, implementation, and enforcement of standards 
governing the initial and continued listing of securities on an 
exchange are activities of critical importance to financial markets and 
the investing public. Listing requirements, among other things, serve 
as a means for an exchange to provide listed status only to companies 
that meet certain initial and continued quantitative and qualitative

[[Page 44403]]

criteria that help to ensure that fair and orderly markets can be 
maintained once the company is listed. The corporate governance 
standards embodied in the listing standards of national securities 
exchanges, in particular, play an important role in assuring that 
exchange-listed companies observe good governance practices, including 
that listed companies provide adequate disclosure to allow investors to 
make informed investment and voting decisions. The Commission has long 
encouraged exchanges to adopt and strengthen their corporate governance 
listing standards in order to, among other things, provide greater 
transparency into the governance processes of listed issuers and 
enhance investor confidence in the securities markets.
    The majority of the commenters, as described above, were supportive 
of the proposal and thought it was important to ensure that investors 
have material information about third party payments to nominees and 
existing directors. Two commenters, however, requested that the 
Commission not approve the Nasdaq's proposal.\36\ The commenters were 
concerned that the Exchange requirements may be duplicative of 
Commission disclosure requirements and that disclosure of director 
compensation is a matter more suited to uniform regulation by the 
Commission.
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    \36\ See New York City Bar Letter and Business Council Letter, 
supra note 7.
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    The Commission recognizes that there may be some overlap with 
Commission disclosure requirements. Depending on the facts and 
circumstances, various provisions under the federal securities laws, 
such as Items 401(a) and 402(k) of Regulation S-K, Item 5(b) of 
Schedule 14A, and Item 5.02(d) of Form 8-K, may require disclosure of 
third party compensation arrangements with or payments to nominees and/
or board members.\37\ We note that it is not unusual for national 
securities exchanges to adopt disclosure requirements in their listing 
rules that supplement or overlap with disclosure requirements otherwise 
imposed under the federal securities laws. For example, notwithstanding 
the requirements imposed by the federal securities laws to report 
certain material events shortly after they occur on Form 8-K, national 
securities exchanges maintain separate, broader disclosure rules that 
require prompt disclosure of material information.\38\ These and other 
disclosure-related listing standards help to ensure that listed 
companies maintain compliance with the disclosure requirements under 
the federal securities laws and contribute to the maintenance of fair 
and orderly markets by providing investors with material and current 
information necessary for informed investment and voting decisions.
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    \37\ In addition to these specific disclosure requirements, 
information about third party compensation arrangements may be 
required under other provisions of the federal securities laws which 
require disclosure of any additional material information necessary 
to make the statements included in the relevant filing, in light of 
the circumstances under which they are made, not misleading. See, 
e.g., Exchange Act Rules 10b-5, 14a-9, and 14c-6.
    \38\ See, e.g., NYSE Section 202.05; Nasdaq Rule 5250(b)(1).
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    The proposal contains certain exceptions to address some of the 
concerns raised by commenters about overlap with Commission rules. For 
example, an exception is provided for disclosure of arrangements or 
agreements that have been disclosed under Item 5(b) of Schedule 14A or 
Item 5.02(d) of Form 8-K in the current fiscal year. In addition, in 
Amendment No. 2, Nasdaq made clear that if, in response to a Commission 
disclosure requirement, a company provides disclosure in a definitive 
proxy or information statement sufficient to comply with the proposed 
rule, such disclosure would also satisfy the company's disclosure 
obligation under the Nasdaq rule. Further, the proposal permits listed 
companies, to the extent the disclosure is not otherwise required in a 
proxy or information statement, to disclose the information on a Web 
site, either directly or through a hyperlink. This should help to 
mitigate any disclosure burden on companies that have already provided 
the required disclosure in a prior Commission filing because the rule 
only would require the company to post a link to that filing on its Web 
site.
    To the extent, there are certain factual scenarios that would 
require disclosure not otherwise required under Commission rules, we 
believe that it is within the purview of a national securities exchange 
to impose heightened governance requirements, consistent with the Act, 
that are designed to improve transparency and accountability into 
corporate decision making and promote investor confidence in the 
integrity of the securities markets.\39\
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    \39\ For example, the Commission has previously determined that 
exchange listing standards relating to audit committee independence 
requirements that included heightened requirements beyond those 
specifically mandated by Rule 10A-3 were consistent with the Act. 
See Securities Exchange Act Release No. 48745 (Nov. 4, 2003), 68 FR 
64154 (Nov. 12, 2003).
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    Concerning the instant proposal, to the extent that it would, in 
certain situations, provide investors and market participants 
additional information to make informed investment and voting 
decisions, we believe it is consistent with the requirements of Section 
6(b)(5) of the Act.
    Finally, the Commission notes that certain changes and 
clarifications were made to the proposal by Nasdaq in response to 
comments. Amendment No. 2 clarified that non-cash compensation includes 
indemnification and further clarified in the proposed rule language 
that the material terms of the agreement or arrangement that need to be 
disclosed are those relating to compensation and not limited to cash 
payments. Further, Nasdaq amended the rule language concerning an 
exception to disclosure relating to relationships that existed prior to 
a nominee's candidacy. That proposed change states that no additional 
disclosure is required if the prior relationship between the nominee 
and the third party has been publicly disclosed in a definitive proxy 
or annual report. The Exchange further clarified in the amended rule 
language in proposed IM-5250-2 the timing of when the disclosure needs 
to be made when the disclosure is posted on the Company's Web site. 
These changes, among the others made in Amendment No. 2, help to 
clarify the proposal and address some of the concerns expressed by the 
commenters.

V. Solicitation of Comments on Amendment No. 2

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether Amendment No. 2 
is consistent with the Act. Comments may be submitted by any of the 
following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2016-013 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NASDAQ-2016-013. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/

[[Page 44404]]

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 Web site 
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; the 
Commission does not edit personal identifying information from 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-
NASDAQ-2016-013 and should be submitted on or before July 28, 2016.

VI. Accelerated Approval of Proposed Rule Change, as Modified by 
Amendment No. 2

    The Commission finds good cause to approve the proposed rule 
change, as modified by Amendment No. 2, prior to the 30th day after the 
date of publication of the notice of Amendment No. 2 in the Federal 
Register. As noted above, in Amendment No. 2, the exchange clarified 
various aspects of the proposed rule's applicability and included new 
provisions that enhance the proposal.\40\ The Commission believes the 
clarifications in Amendment No. 2 would provide market participants 
with greater transparency regarding the requirements for listed 
companies to disclose compensation or other payments by third parties 
to board of director's members or nominees under Nasdaq's rules. In 
addition, in Amendment No. 2, the Exchange revised the proposed date of 
effectiveness of the proposed rule change.\41\ The Commission believes 
this revision will allow listed companies appropriate time to comply 
with the proposed rule change.
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    \40\ See supra note 6.
    \41\ See id.
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    Because Amendment No. 2 provided additional transparency to the 
disclosure requirements imposed by the proposed rule change, enhanced 
its provisions, and provided a revised date of effectiveness which will 
allow listed companies time to comply with the new requirements, the 
Commission finds good cause for approving the proposed rule change, as 
modified by Amendment No. 2, on an accelerated basis, pursuant to 
Section 19(b)(2) of the Act.\42\
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    \42\ 15 U.S.C. 78s(b)(2).
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VII. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\43\ that the proposed rule change (SR-NASDAQ-2016-013), as 
modified by Amendment No. 2, be, and it hereby is, approved on an 
accelerated basis.
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    \43\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\44\
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    \44\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2016-16123 Filed 7-6-16; 8:45 am]
 BILLING CODE 8011-01-P