
[Federal Register Volume 76, Number 233 (Monday, December 5, 2011)]
[Notices]
[Page 75924]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-31043]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-65841; File No. SR-PHLX-2011-140]


Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Order 
Approving Proposed Rule Change To Amend the By-Laws of The NASDAQ OMX 
Group, Inc.

November 28, 2011.
    On October 11, 2011, NASDAQ OMX PHLX LLC (``Exchange'') 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 the by-
laws of its parent corporation, The NASDAQ OMX Group, Inc. (``NASDAQ 
OMX''). The proposed rule change was published for comment in the 
Federal Register on October 28, 2011.\3\ The Commission received no 
comments on the proposal.
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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. 65605 (October 21, 
2011), 76 FR 67015.
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    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 \4\ 
and, in particular, the requirements of Section 6(b)(5) of the Act.\5\ 
The proposal will allow the NASDAQ OMX Board of Directors (``Board'') 
to determine the size of its Audit Committee, so long as the Audit 
Committee includes at least three directors, as well as the size of its 
Nominating & Governance Committee, so long as the Nominating & 
Governance Committee includes at least two directors. The proposal is 
intended to provide greater flexibility to the NASDAQ OMX Board to 
determine the appropriate size for these committees. The Commission 
notes that the proposed rule change maintains compliance with the 
Exchange's listing standards. The proposal does not change any other 
compositional requirements of either the Audit Committee or the 
Nominating & Governance Committee, including independence requirements. 
Moreover, the Commission notes that the proposal does not alter the 
application of Section 10A of the Exchange Act \6\ and Rule 10A-3 
thereunder \7\ to the NASDAQ OMX Audit Committee. The proposal also 
deletes an obsolete section from, and corrects a typographical error 
in, the NASDAQ OMX by-laws, which are clarifying revisions. For the 
foregoing reasons, the Commission believes that the proposed rule 
change is consistent with the Act.
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    \4\ 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).
    \5\ 15 U.S.C. 78f(b)(5).
    \6\ 15 U.S.C. 78j-1.
    \7\ 17 CFR 240.10A-3.
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    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\8\ that the proposed rule change (SR-PHLX-2011-140) be, and it 
hereby is, approved.
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    \8\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2011-31043 Filed 12-2-11; 8:45 am]
BILLING CODE 8011-01-P


