[Federal Register Volume 87, Number 122 (Monday, June 27, 2022)]
[Notices]
[Pages 38201-38212]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-13591]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-95133; File No. SR-NYSEAMER-2022-25]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend the 
Certificate of Incorporation and Bylaws of Its Ultimate Parent Company, 
Intercontinental Exchange, Inc.

June 21, 2022.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on June 15, 2022, NYSE American LLC (``NYSE American'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the self-regulatory 
organization. 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\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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

    The Exchange proposes to amend the certificate of incorporation and 
bylaws of its ultimate parent company, Intercontinental Exchange, Inc. 
(``ICE''), to (a) eliminate the supermajority voting provisions for 
amending the certificate of incorporation and bylaws, (b) provide that 
special meetings of ICE's stockholders may be called at the request of 
holders of in the aggregate at least 20% of the outstanding shares of 
ICE's common stock, and (c) make certain non-substantive and conforming 
changes. The proposed rule change is available on the Exchange's 
website at www.nyse.com, at the principal office of the Exchange, 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 self-regulatory organization 
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 those 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 parts 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 Exchange proposes to amend ICE's Fifth Amended and Restated 
Certificate of Incorporation (the ``ICE Certificate'') and Eighth 
Amended and Restated Bylaws (the ``ICE Bylaws'') to (a) eliminate the 
supermajority voting provisions for amending the certificate of 
incorporation and bylaws, (b) provide that special meetings of ICE's 
stockholders may be called at the request of holders of in the 
aggregate at least 20% of the outstanding shares of ICE's common stock, 
and (c) make certain non-substantive and conforming changes.
    The Exchange proposes that the amendments would be effective upon 
the amended ICE Certificate being filed with the Secretary of State of 
the State of Delaware.
Eliminating Supermajority Voting Provisions
    Certain of the amendments to the ICE Certificate would eliminate 
the supermajority voting provisions for amending the ICE Certificate 
and ICE Bylaws. The changes are proposed in response to the receipt of 
a stockholder proposal on October 24, 2020 that was approved at ICE's 
Annual Stockholder Meeting on May 14, 2021. The changes subsequently 
were approved by the ICE Board of Directors on March 4, 2022, and by 
the ICE stockholders on May 13, 2022, in each case subject to filing 
with the Securities and Exchange Commission (``Commission'').
    Under the current ICE Certificate, no adoption, amendment or repeal 
of any Bylaw by action of stockholders may be effective unless approved 
by the affirmative vote of holders of not less than 66\2/3\% of the 
outstanding shares of common stock entitled to vote thereon. The 
proposed changes would amend the

[[Page 38202]]

ICE Certificate to eliminate this requirement. Instead, the affirmative 
vote of the holders of a majority of the outstanding shares of common 
stock would be sufficient to adopt, amend or repeal any bylaw by action 
of stockholders. Article XI, Section 11.3 of the ICE Bylaws would 
continue to require that, so long as ICE directly or indirectly 
controls a national securities exchange, before any amendment or repeal 
of any provision of the ICE Bylaws may be effectuated, it shall be 
either (i) filed with or filed with and approved by the Commission, or 
(ii) submitted to the exchanges' boards of directors and, if so 
determined by one or more such board of directors, filed with or filed 
with and approved by the Commission.
    The current ICE Certificate also provides that the affirmative vote 
of holders of not less than 66\2/3\% of the outstanding shares of 
common stock entitled to vote thereon is required in order to amend or 
repeal Article V, (Limitations on Voting and Ownership), Article VI, 
Sections B (Number of Directors) or G (Considerations of the Board of 
Directors), Article IX (Stockholder Action), or Article X (Amendments), 
Clause (A). As a result of the proposed changes, in accordance with the 
General Corporation Law of the State of Delaware (``DGCL''), the 
affirmative vote of the holders of a majority of the outstanding shares 
of common stock would be sufficient to amend the ICE Certificate.\4\ 
Article X would continue to provide that, so long as ICE directly or 
indirectly controls a national securities exchange, any amendment or 
repeal of any provision of the ICE Certificate shall be submitted to 
the exchanges' boards of directors and, if so determined by one or more 
such board of directors, filed with or filed with and approved by the 
Commission before such amendment or repeal may be effectuated.
---------------------------------------------------------------------------

    \4\ See Del. Code tit 8, Sec.  242(b). The DGCL does not require 
a stockholder vote to change the corporate name or delete specific 
obsolete text. See id. and Sec.  242(a)(1) and (7).
---------------------------------------------------------------------------

    To implement the change, the Exchange proposes to make the 
following amendments to the ICE Certificate:
     The first sentence of Article IX, Section C (Bylaws), 
would be revised as follows (proposed text underlined, proposed 
deletion bracketed):
[GRAPHIC] [TIFF OMITTED] TN27JN22.030

     Clause (A) would be deleted from the second sentence of 
Article X. The last sentence of the provision also would be deleted, 
since a vote of stockholders would no longer be required under the 
article as a result of the removal of Clause (A). The amended article 
would read as follows (proposed deletion bracketed):
    Notwithstanding any other provision of this Amended and Restated 
Certificate of Incorporation, [(A) no provision of ARTICLE V, Section B 
or G of ARTICLE VI, ARTICLE IX or this clause (A) of ARTICLE X shall be 
amended, modified or repealed, and no provision inconsistent with any 
such provision shall become part of this Amended and Restated 
Certificate of Incorporation, unless such matter is approved by the 
affirmative vote of the holders of not less than 66\2/3\% of the voting 
power of all outstanding shares of Common Stock of the Corporation and 
all other outstanding shares of stock of the Corporation entitled to 
vote on such matter, with such outstanding shares of Common Stock and 
other stock considered for this purpose as a single class; and (B)] for 
so long as this Corporation shall control, directly or indirectly, any 
Exchange, before any amendment or repeal of any provision of the 
Certificate of Incorporation of this Corporation shall be effective, 
such amendment or repeal shall be submitted to the boards of directors 
of each Exchange (or the boards of directors of their successors), and 
if any or all of such boards of directors shall determine that such 
amendment or repeal must be filed with or filed with and approved by 
the SEC under section 19 of the Exchange Act and the rules promulgated 
thereunder before such amendment or repeal may be effectuated, then 
such amendment or repeal shall not be effectuated until filed with or 
filed with and approved by the SEC, as the case may be. [Any vote of 
stockholders required by this ARTICLE X shall be in addition to any 
other vote of the stockholders that may be required by law, this 
Amended and Restated Certificate of Incorporation, the bylaws of the 
Corporation, any agreement with a national securities exchange or 
otherwise.]
Calling Special Meetings
    Under the current ICE Certificate and ICE Bylaws, holders of 50% of 
the outstanding shares of ICE common stock

[[Page 38203]]

are entitled to call special meetings of stockholders so long as they 
satisfy certain procedural requirements. Stockholders are permitted to 
aggregate their holdings to reach the special meeting threshold and 
there is no aggregation cap or minimum duration of ownership 
requirement.
    The proposed amendments to the ICE Certificate would change that 
requirement. The ICE Certificate would provide that special meetings of 
stockholders may be called at any time at the request of stockholders 
of record, so long as such stockholders hold at least 20% of the 
outstanding shares of ICE's common stock. The revised text would 
provide that the secretary of ICE would call the meeting only if they 
received a written request and the requesting stockholder complied with 
the requirements set forth in the relevant section of the ICE 
Certificate and ICE Bylaws as well as applicable law. Finally, that the 
final requirement applies to all four clauses would be clarified.
    To implement the change, the Exchange proposes to amend Article VI, 
Section E (Power to Call Stockholder Meetings) of the ICE Certificate 
as follows (proposed text underlined, proposed deletions bracketed):
BILLING CODE 8011-01-P
[GRAPHIC] [TIFF OMITTED] TN27JN22.031

    Because the special meeting provision in the ICE Bylaws likewise 
provides for a 50% ownership threshold, the ICE Bylaws would also be 
amended to lower the special meeting ownership threshold to 20%. 
Article II, Section 2.5 would be amended to set forth the procedures 
for calling a special meeting. The first paragraph would set forth the 
percentage threshold and timing of an email or mailed request. The 
remainder of Section 2.5 would set forth the informational requirements 
for a stockholder to request a special meeting, as well as procedural 
safeguards (such as ensuring that special meetings are called for 
lawful and appropriate purposes). It also would set forth the 
procedures for revoking a meeting request, whether by the requesting 
stockholder or the board of directors,

[[Page 38204]]

what business may be transacted at the meeting, and what body will 
determine that the requesting stockholder has complied with the 
requirements of the section.
    The specific changes would be as follows (proposed text underlined, 
proposed deletions bracketed):
[GRAPHIC] [TIFF OMITTED] TN27JN22.032


[[Page 38205]]


[GRAPHIC] [TIFF OMITTED] TN27JN22.033


[[Page 38206]]


[GRAPHIC] [TIFF OMITTED] TN27JN22.034


[[Page 38207]]


[GRAPHIC] [TIFF OMITTED] TN27JN22.035


[[Page 38208]]


[GRAPHIC] [TIFF OMITTED] TN27JN22.036


[[Page 38209]]


[GRAPHIC] [TIFF OMITTED] TN27JN22.037

BILLING CODE 8011-01-C
Additional Changes
    The Exchange proposes to make certain non-substantive and 
conforming changes to the ICE Certificate and ICE Bylaws.
ICE Certificate
    The DGCL provides that a certificate of incorporation shall be 
proposed by the directors and adopted by the

[[Page 38210]]

stockholders if it restates the certificate, integrates any prior 
amendments, and makes amendments.\5\ Accordingly, the second 
introductory paragraph of the ICE Certificate would state that the 
Sixth Amended and Restated Certificate of Incorporation (``Sixth 
Certificate'') restates, integrates, and further amends the provisions 
of the existing ICE Certificate, the Fifth Amended and Restated 
Certificate of Incorporation. Obsolete text stating that there was no 
discrepancy between the text of the current ICE Certificate and the 
Fourth Amended and Restated Certificates of Incorporation would be 
deleted. Similarly, the fourth introductory paragraph would state that 
the ICE Certificate was restated and integrated to read as set forth in 
the Sixth Certificate.
---------------------------------------------------------------------------

    \5\ See Del. Code tit 8, Sec.  245(b).
---------------------------------------------------------------------------

    The Exchange proposes the following additional non-substantive and 
conforming changes:
     The proposed third and fourth introductory paragraphs 
would add references to Section 242 of the DGCL. Section 242 sets forth 
the manner that stockholder approval is effected.\6\
---------------------------------------------------------------------------

    \6\ See Del. Code tit 8, Sec.  242.
---------------------------------------------------------------------------

     References to the ``Fifth Amended and Restated Certificate 
of Incorporation'' and the ``Fourth Amended and Restated Certificate of 
Incorporation'' in the titles, introductory paragraphs, and signature 
lines would be changed to refer to the ``Sixth Amended and Restated 
Certificate of Incorporation'' and ``Fifth Amended and Restated 
Certificate of Incorporation,'' respectively.
     The time and date of effectiveness and execution in the 
introductory certifications and signature line would be updated.
     ``Chairman'' would be updated to ``Chair'' in Article VI, 
Section E.
ICE Bylaws
    The Exchange proposes the following non-substantive and conforming 
changes:
     References to the ``Eighth Amended and Restated Bylaws'' 
would be updated to refer to the ``Ninth Amended and Restated Bylaws.''
     The date of effectiveness would be updated.
     ``Chairman'' would be updated to ``Chair'' in Sections 
2.5, 2.9, 2.11, 2.13(f), 3.6(b), 3.8 and 5.1. A reference to 
``chairman'' would be updated to refer to ``chair'' in Section 2.15(a).
     To clarify that the notice of a special meeting referenced 
in Section 2.6 would be given by the Corporation, the text ``by the 
Corporation'' would be added to the first sentence, between ``shall be 
given'' and ``not fewer than.''
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \7\ in general, and with Section 
6(b)(1) \8\ in particular, in that it enables the Exchange to be so 
organized as to have the capacity to be able to carry out the purposes 
of the Exchange Act and to comply, and to enforce compliance by its 
exchange members and persons associated with its exchange members, with 
the provisions of the Exchange Act, the rules and regulations 
thereunder, and the rules of the Exchange.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    The Exchange believes that eliminating the supermajority voting 
provisions for amending the ICE Certificate and ICE Bylaws would enable 
the Exchange to be so organized as to have the capacity to be able to 
carry out the purposes of the Exchange Act and to comply, and to 
enforce compliance by its exchange members and persons associated with 
its exchange members, with the provisions of the Exchange Act, the 
rules and regulations thereunder, and the rules of the Exchange, 
because the proposed change would affect the operations of the 
Exchange's ultimate parent, not the Exchange itself, and would retain 
without amendment the provisions regarding filing any proposed 
amendments of the ICE Certificate or ICE Bylaws with the Commission and 
obtaining Commission approval where required, enabling the Exchange to 
continue to comply with the Exchange Act. The proposed change is 
designed to strengthen stockholder participation rights by allowing 
stockholders to amend the ICE Certificate and ICE Bylaws with simple 
majority voting.\9\
---------------------------------------------------------------------------

    \9\ The proposed change would be consistent with the By-laws of 
Nasdaq, Inc., which require a majority vote for any amendment at a 
meeting of stockholders. See Article XI, Section 11.1 of the By-laws 
of Nasdaq, Inc.
---------------------------------------------------------------------------

    The Exchange believes that reducing the percentage of the holders 
of common stock needed to call a special meeting would enable the 
Exchange to be so organized as to have the capacity to be able to carry 
out the purposes of the Exchange Act and to comply, and to enforce 
compliance by its exchange members and persons associated with its 
exchange members, with the provisions of the Exchange Act, the rules 
and regulations thereunder, and the rules of the Exchange. The proposed 
rule change would affect the operations of the Exchange's ultimate 
parent and would not impact the governance or ownership of the 
Exchange. The proposed change would reduce the ownership threshold for 
special meetings of ICE stockholders, promoting stockholder engagement 
and participation.\10\ At the same time, Proposed Section 2.5 of the 
ICE Bylaws would provide comprehensive guidance regarding any 
stockholder requested special meeting, setting forth the percentage 
threshold; required timing of an email or mailed stockholder request; 
informational requirements; procedural safeguards; procedures for 
revoking a meeting request; what business may be transacted at a 
meeting; and what body will determine that the requesting stockholder 
has complied with the requirements.
---------------------------------------------------------------------------

    \10\ The proposed change would be consistent with the By-laws of 
Nasdaq, Inc., which require a special meeting of stockholders be 
called following the request by stockholders holding at least 15% of 
the outstanding stock entitled to vote on the matter. See id., 
Article III, Section 3.2.
---------------------------------------------------------------------------

    The proposed non-substantive and conforming changes would enable 
the Exchange to continue to be so organized as to have the capacity to 
carry out the purposes of the Exchange Act and comply and enforce 
compliance with the provisions of the Exchange Act by its members and 
persons associated with its members, because the proposed changes would 
ensure that the ICE Certificate correctly describes its proposed 
restatement, integration and amendment and references the DGCL in 
accordance with the requirements of Delaware law, ensuring clarity and 
transparency. The additional proposed non-substantive and conforming 
changes to the ICE Certificate and ICE Bylaws would similarly provide 
clarity and transparency by updating the documents.
    The Exchange also believes that the proposed rule change furthers 
the objectives of Section 6(b)(5) of the Exchange Act \11\ because the 
proposed rule change would be consistent with and would create a 
governance and regulatory structure that is 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.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed change to eliminate the

[[Page 38211]]

supermajority voting provisions for amending the ICE Certificate and 
ICE Bylaws would remove impediments to, and perfect the mechanism of a 
free and open market and a national market system and, in general, 
protect investors and the public interest, as stockholders and other 
stakeholders may view supermajority voting provisions as conflicting 
with principles of good corporate governance. The elimination of 
supermajority voting provisions in the ICE constituent documents may 
increase board accountability to stockholders and provide stockholders 
with greater ability to participate in the corporate governance of ICE. 
At the same time, existing provisions regarding filing any proposed 
amendments of the ICE Certificate or ICE Bylaws with the Commission and 
obtaining Commission approval where required would not be amended, 
continuing the protection of investors and the public interest.
    The Exchange believes that reducing the percentage of the holders 
of common stock needed to call a special meeting would remove 
impediments to, and perfect the mechanism of a free and open market and 
a national market system and, in general, protect investors and the 
public interest, because it would facilitate stockholder engagement 
while maintaining procedural safeguards against corporate waste, 
disruption and abuse by a small minority of stockholders. The Exchange 
believes that a 20% ownership threshold will help to ensure that 
special meetings are reserved for those extraordinary matters on which 
immediate action is deemed necessary by an appropriately large set of 
ICE's stockholders.
    At the same time, by providing comprehensive guidance regarding any 
requested special meeting, the Exchange believes that the proposed 
change would perfect the mechanism of a free and open market and a 
national market system and, in general, protect investors and the 
public interest, because the changes would provide clarity and 
transparency regarding the applicable requirements and which actors 
have authority to act under proposed Section 2.5 of the ICE Bylaws, 
allowing market participants to more easily understand and comply with 
the ICE Bylaws.
    The Exchange believes that the proposed rule change would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system by ensuring that market participants can more 
easily navigate, understand and comply with its rules. The Exchange 
believes that the proposed changes would ensure that the ICE 
Certificate correctly describes its proposed restatement, integration 
and amendment and references the DGCL in accordance with the 
requirements of Delaware law. Similarly, the additional proposed non-
substantive and conforming changes to the ICE Certificate and ICE 
Bylaws would provide clarity and transparency by updating the 
documents. The Exchange believes that the changes would thereby reduce 
potential confusion that may result from having an incorrect 
description or reference in the ICE Certificate or ICE Bylaws.

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 Exchange Act. The proposed rule 
change is not designed to address any competitive issue or to amend the 
governing documents of the Exchange, but rather to (a) eliminate the 
supermajority voting provisions in for amending the ICE Certificate and 
ICE Bylaws, (b) provide that special meetings of ICE's stockholders may 
be called at the request of holders of in the aggregate at least 20% of 
the outstanding shares of ICE's common stock, and (c) make non-
substantive and conforming changes. The proposed rule change does not 
impact the governance or ownership of the Exchange. It would not amend 
existing provisions regarding filing any proposed amendments of the ICE 
Certificate or ICE Bylaws with the Commission and obtaining Commission 
approval where required. The Exchange believes that the proposed rule 
change will serve to promote clarity and consistency, thereby reducing 
burdens on the marketplace and facilitating investor protection.

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

    No written comments were solicited or received with respect to the 
proposed rule change.

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A) of the Act \12\ and Rule 19b-4(f)(6) \13\ thereunder. 
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) of the Act \14\ and Rule 19b-4(f)(6) \15\ 
thereunder.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78(b)(3)(A).
    \13\ 17 CFR 240.19b-4(f)(6).
    \14\ 15 U.S.C. 78s(b)(3)(A).
    \15\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires the Exchange to give the Commission written notice of the 
Exchange's 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 under Rule 19b-4(f)(6) \16\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\17\ the Commission 
may 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 
become operative immediately upon filing to allow ICE to implement the 
proposed changes as soon as possible. The Commission notes that the 
proposed changes would affect the operations of the Exchange's ultimate 
parent, not the Exchange itself, and would not impact the governance, 
ownership and regulation of the Exchange. Further, the proposed changes 
retain without amendment the provisions regarding filing any proposed 
amendments of the ICE Certificate or ICE Bylaws with the Commission and 
obtaining Commission approval where required.\18\ Therefore, the 
Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
Accordingly, the Commission designates the proposed rule change to be 
operative upon filing.\19\
---------------------------------------------------------------------------

    \16\ 17 CFR 240.19b-4(f)(6).
    \17\ 17 CFR 240.19b-4(f)(6).
    \18\ See Article X of the ICE Certificate and Article XI, 
Section 11.3, of the ICE Bylaws.
    \19\ For purposes only of waiving the 30-day operative delay, 
the Commission also has 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

[[Page 38212]]

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 protected]. Please include 
File Number SR-NYSEAMER-2022-25 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-NYSEAMER-2022-25. 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-NYSEAMER-2022-25 and should be submitted 
on or before July 18, 2022.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
---------------------------------------------------------------------------

    \20\ 17 CFR 200.30-3(a)(12), (59).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-13591 Filed 6-24-22; 8:45 am]
BILLING CODE 8011-01-P