
[Federal Register Volume 77, Number 16 (Wednesday, January 25, 2012)]
[Notices]
[Pages 3829-3833]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-1444]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66192; File No. SR-NYSEArca-2012-02]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Order Granting Accelerated Approval of a Proposed Rule Amendments 
to NYSE Arca Rule 9.4 and NYSE Equities Inc. Rules 5.3(d) and 9.4 
Relating to Discretionary Proxy Voting on Executive Compensation 
Matters and Election of Directors To Comply With the Dodd-Frank Act

January 19, 2012.
    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 January 5, 2012, NYSE Arca, Inc. (``Exchange'' or ``NYSE 
Arca'') 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 Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons and is approving the 
proposed rule change on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The Exchange proposes to amend NYSE Arca Rule 9.4 and to adopt 
Commentary .01 to NYSE Arca Rule 9.4 and, through its wholly-owned 
corporation, NYSE Arca Equities, Inc. (``NYSE Arca Equities''), 
proposes to amend NYSE Arca Equities Rule 5.3(d) and NYSE Arca Equities 
Rule 9.4 and to adopt Commentary .01 to NYSE Arca Equities Rule 9.4. 
These amendments are being made to comply with the requirements of the 
Dodd-Frank Act with respect to the broker voting rules of national 
securities exchanges. The text of the proposed rule change is available 
at the Exchange, the Commission's Public Reference Room, and 
www.nyse.com.

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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Section 957 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (the ``Dodd-Frank Act'') adopted new Section 6(b)(10) 
\4\ of the Securities Exchange Act (the ``Exchange Act'').\5\ This new 
provision requires all national securities exchanges to adopt rules 
that prohibit their members from voting on the election of a member of 
the board of directors of an issuer (except for a vote with respect to 
the uncontested election of a member of the board of directors of any 
investment company registered under the Investment Company Act of 
1940), executive compensation, or any other significant matter, as 
determined by the Commission, by rule, unless the member receives 
voting instructions from the beneficial owner of the shares.
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    \4\ 15 U.S.C. 78f(b)(10).
    \5\ 15 U.S.C. 78a.
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    NYSE Arca Rule 9.4 governs when OTP Holders and OTP Firms may vote 
shares held for customers and NYSE Arca Equities Rule 9.4 governs when 
ETP Holders may votes[sic] shares held for customers. NYSE Arca Rule 
9.4 prohibits OTP Holders and OTP Firms, and NYSE Arca Equities Rule 
9.4 prohibits ETP Holders, from voting any uninstructed shares, but 
also permits the OTP Holder or OTP Firm (in the case of NYSE Arca Rule 
9.4) or ETP Holder (in the case of NYSE Arca Equities Rule 9.4) to 
follow the rules of another national securities exchange instead. In 
addition to its general requirements with respect to voting of 
uninstructed shares by ETP Holders, NYSE Arca Equities Rule 9.4 
specifically prohibits ETP Holders from voting uninstructed shares on 
any proposal with respect to the implementation of any equity 
compensation plan, or any material revision to the terms of any 
existing equity compensation plan (whether or not stockholder approval 
of such plan is required by NYSE Arca Equities Rule 5.3(d)(1)-(7)), 
unless the beneficial owner of the shares has given voting 
instructions.
    In order to assure compliance, in all cases, with newly adopted 
Section

[[Page 3830]]

6(b)(10), NYSE Arca proposes to add Commentaries (each titled ``Proxies 
Voting'') to each of NYSE Arca Rule 9.4 and NYSE Arca Equities Rule 9.4 
to provide that in no event could an OTP Holder or OTP Firm (in the 
case of NYSE Arca Rule 9.4) or ETP Holder (in the case of NYSE Arca 
Equities Rule 9.4) vote uninstructed shares on the election of a member 
of the board of directors of an issuer (except for a vote with respect 
to the uncontested election of a member of the board of directors of 
any investment company registered under the Investment Company Act of 
1940), executive compensation, or any other significant matter, as 
determined by the Commission, by rule, unless instructed by the 
beneficial owner of the shares.
    NYSE Arca also proposes to amend NYSE Arca Rule 9.4 and NYSE Arca 
Equities Rule 9.4 to provide that an OTP Holder or OTP Firm (in the 
case of NYSE Arca Rule 9.4) or ETP Holder (in the case of NYSE Arca 
Equities Rule 9.4) may only follow the rules of another SRO in voting 
shares if, in doing so, its records clearly indicate the procedures it 
is following.
    NYSE Arca proposes to amend NYSE Arca Equities Rule 9.4 to delete 
the specific prohibition in that rule with respect to ETP Holders 
voting uninstructed shares on any proposal with respect to the 
implementation of any equity compensation plan, or any material 
revision to the terms of any existing equity compensation plan (whether 
or not stockholder approval of such plan is required by NYSE Arca 
Equities Rule 5.3(d)(1)-(7)), unless the beneficial owner of the shares 
has given voting instructions. NYSE Arca is proposing to delete this 
text because the Exchange believes it is no longer necessary, as NYSE 
Arca Equities Rule 9.4 generally prohibits ETP Holders from voting 
shares held on behalf of a beneficial owner except pursuant to the 
instructions of such beneficial holder and proposed Commentary .01 to 
NYSE Arca Equities Rule 9.4 would specifically prohibit ETP Holders 
from voting without such instructions on any proposal relating to 
executive compensation, or any other significant matter, as determined 
by the SEC, by rule. Subparagraph (7) of NYSE Arca Equities Rule 5.3(d) 
is currently a cross-reference to the prohibition of NYSE Arca Equities 
Rule 9.4 on voting uninstructed shares on equity compensation matters 
and it will be rendered moot by the elimination of that aspect of NYSE 
Arca Equities Rule 9.4. Consequently, NYSE Arca proposes to amend this 
provision so that it will be a cross-reference to the voting 
restrictions of NYSE Arca Equities Rule 9.4 generally.
    NYSE Arca is also proposing to make several other minor changes to 
the applicable rules. First, NYSE Arca proposes to add the words ``or 
authorize'' or ``or authorizing'' in certain places in NYSE Arca Rule 
9.4 and NYSE Arca Equities Rule 9.4 to clarify that the rules cover not 
only the giving of a proxy but also the authorization of such proxy. 
Second, NYSE Arca proposes to amend references to ``actual'' owners in 
certain places in NYSE Arca Rule 9.4 and NYSE Arca Equities Rule 9.4 so 
that they will now refer to ``beneficial'' owners, as this is the term 
used in the federal securities laws and Commission rules. Third, NYSE 
Arca proposes to amend NYSE Arca Rule 9.4 and NYSE Arca Equities Rule 
9.4 to modify the language which currently states that an OTP Holder or 
OTP Firm or ETP holder, as applicable, may vote shares when permitted 
to do so pursuant to the rules of another national securities exchange 
to which he or his firm ``is responsible'' As a clarification, NYSE 
Arca proposes to amend this language so that it will state that an OTP 
Holder or OTP Firm or ETP holder, as applicable, may vote shares when 
permitted to do so pursuant to the rules of another national securities 
exchange of which he or his firm is a member. Finally, NYSE Arca 
proposes to amend this same sentence in both NYSE Arca Rule 9.4 and 
NYSE Arca Equities Rule 9.4 to add the words ``or association'' after 
the phrase ``national securities exchange,'' as an OTP Holder, OTP 
Member or ETP Holder may be a member of a national securities 
association (e.g., FINRA) whose rules contain appropriate restrictions 
on its members' ability to vote uninstructed shares (as is the case 
with FINRA Rule 2251).
2. Statutory Basis
    NYSE Arca believes that the proposed rule change is consistent with 
the provisions of Section 6 of the Exchange Act,\6\ in general and with 
Section 6(b)(10) \7\ of the Exchange Act, in particular. Specifically, 
NYSE Arca believes the proposed rule change is consistent with the 
requirements of Section 6(b)(10) that all national securities exchanges 
adopt rules prohibiting members from voting, without receiving 
instructions from the beneficial owner of shares, on the election of a 
member of a board of directors of an issuer (except for a vote with 
respect to the uncontested election of a member of the board of 
directors of any investment company registered under the Investment 
Company Act of 1940), executive compensation, or any other significant 
matter, as determined by the Commission, by rule. The Exchange also 
believes that the proposed rule change is consistent with the 
requirements under Section 6(b)(5) \8\ that an exchange have rules that 
are 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, in general, to protect investors and the public interest. The 
Exchange is adopting this proposed rule change to comply with the 
requirements of Section 957 of the Dodd-Frank Act, and therefore 
believes the proposed rule change to be consistent with the Exchange 
Act, particularly with respect to the protection of investors and the 
public interest. NYSE Arca believes that the proposed amendment to NYSE 
Arca Rule 9.4 and NYSE Arca Equities Rule 9.4 to provide that an OTP 
Holder or OTP Firm (in the case of NYSE Arca Rule 9.4) or ETP Holder 
(in the case of NYSE Arca Equities Rule 9.4) may only follow the rules 
of another SRO in voting shares if, in doing so, its records clearly 
indicate the procedures it is following, is consistent with the 
requirements under Section 6(b)(5) in that it will protect investors by 
requiring brokers to maintain adequate records when they vote 
uninstructed shares.
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    \6\ 15 U.S.C. 78f.
    \7\ 15 U.S.C. 78f(b)(10).
    \8\ 15 U.S.C. 78f(b)(5).
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    NYSE Arca believes that the proposed amendment to NYSE Arca 
Equities Rule 9.4 to delete the specific prohibition in that rule with 
respect to ETP Holders voting uninstructed shares on any equity 
compensation proposal is consistent with the requirements under Section 
6(b)(5) in that NYSE Arca Equities Rule 9.4 generally prohibits ETP 
Holders from voting shares held on behalf of a beneficial owner except 
pursuant to the instructions of such beneficial holder and proposed 
Commentary .01 to NYSE Arca Equities Rule 9.4 would specifically 
prohibit ETP Holders from voting without such instructions on any 
proposal relating to executive compensation, or any other significant 
matter, as determined by the Commission, NYSE Arca also believes that 
the proposed amendment is consistent with the requirements under 
Section 6(b)(10) in that the specific prohibitions required by Section 
957 of the Dodd-Frank Act will be included in NYSE Arca Equities Rule 
9.4 as amended.
    NYSE Arca believes that the following proposed minor amendments are

[[Page 3831]]

consistent with the requirements under Section 6(b)(5) in that they are 
simply clarifications of the rule text without any substantive effect: 
(i) The proposed amendment to subparagraph (7) of NYSE Arca Equities 
Rule 5.3(d), which simply corrects a cross-reference to reflect the 
proposed amendment to NYSE Arca Equities Rule 9.4; (ii) the addition of 
the words ``or authorize'' or ``or authorizing'' in certain places in 
NYSE Arca Rule 9.4 and NYSE Arca Equities Rule 9.4; (iii) the proposed 
replacement of references to ``actual'' owners in certain places in 
NYSE Arca Rule 9.4 and NYSE Arca Equities Rule 9.4 by references to 
``beneficial'' owners; and (iv) the amendment to NYSE Arca Rule 9.4 and 
NYSE Arca Equities Rule 9.4 to state that an OTP Holder or OTP Firm or 
ETP holder, as applicable, may vote shares when permitted to do so 
pursuant to the rules of another national securities exchange of which 
he or his firm is ``a member'' rather than one to which he or his firm 
``is responsible.''
    NYSE Arca believes that the proposed addition of the words ``or 
association'' after the phrase ``national securities exchange'' in NYSE 
Arca Rule 9.4 and NYSE Arca Equities Rule 9.4 is consistent with the 
requirements under Section 6(b)(5) in that it simply recognizes that 
national securities associations may have rules governing the voting of 
shares by their broker-dealer members (such as FINRA Rule 2251) 
comparable to those of national securities exchanges.

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 Act.

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. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change, as amended, 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 rule-comments@sec.gov. Please include 
File Number SR-NYSEArca-2012-02 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2012-02. 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/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 
a.m. and 3 p.m. Copies of such filing also will be available for 
inspection and copying at the principal offices 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-NYSEArca-2012-02 and should 
be submitted on or before February 15, 2012.

IV. Commission's Findings and Order Granting Accelerated Approval of 
the Proposed Rule Change

    In its filing, NYSE Arca requested that the Commission approve the 
proposal on an accelerated basis so that the Exchange could immediately 
comply with the requirements imposed by the Dodd-Frank Act. After 
careful consideration, 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.\9\
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    \9\ In approving this rule change, the Commission notes that it 
has considered the proposed rule's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
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    The Commission believes that the proposal is consistent with 
Section 6(b)(10) \10\ of the Act, which requires that national 
securities exchanges adopt rules prohibiting members that are not 
beneficial holders of a security from voting uninstructed proxies with 
respect to the election of a member of the board of directors of an 
issuer (except for uncontested elections of directors for companies 
registered under the Investment Company Act), executive compensation, 
or any other significant matter, as determined by the Commission by 
rule. The Commission also believes that the proposal is consistent with 
Section 6(b)(5) \11\ of the Act, which provides, among other things, 
that the rules of the Exchange must be designed to promote just and 
equitable principles of trade, 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 are not 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
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    \10\ 15 U.S.C. 78f(b)(10).
    \11\ 15 U.S.C. 78f(b)(5).
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    The Commission believes that the proposal is consistent with 
Section 6(b)(10) of the Act because it adopts revisions that comply 
with that section. As noted in the accompanying Senate Report, Section 
957, which adopts Section 6(b)(10), reflects the principle that ``final 
vote tallies should reflect the wishes of the beneficial owners of the 
stock and not be affected by the wishes of the broker that holds the 
shares.'' \12\ The proposed rule change will make the Exchange 
compliant with the new requirements of Section 6(b)(10) by specifically 
prohibiting, in Commentary language to each NYSE Arca Rule 9.4 and NYSE 
Arca Equities Rule 9.4, OTP Holder or OTP Firm (in the case of NYSE 
Arca 9.4) or ETP Holder (in the case of NYSE Arca Equities Rule 9.4), 
who are not a beneficial owner of a security, from granting a proxy to 
vote the security in connection with a shareholder vote on the election 
of a member of the board of directors of an issuer (except for a vote 
with respect to the uncontested election of a member of the board of 
directors of any investment company registered under the Investment 
Company Act of 1940), executive compensation, or any other significant 
matter, as determined by the

[[Page 3832]]

Commission by rule, unless the beneficial owner of the security has 
instructed the member to vote the proxy in accordance with the voting 
instructions of the beneficial owner.\13\
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    \12\ See S. Rep. No. 111-176, at 136 (2010).
    \13\ The Commission has not, to date, adopted rules concerning 
other significant matters where uninstructed broker votes should be 
prohibited, although it may do so in the future. Should the 
Commission adopt such rules, we would expect NYSE Arca to adopt 
coordinating rules promptly to comply with the statute.
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    The Commission believes that the proposal is consistent with 
Section 6(b)(5) of the Act because the proposal will further investor 
protection and the public interest by assuring that shareholder votes 
on the election of the board of directors of an issuer (except for a 
vote with respect to the uncontested election of a member of the board 
of directors of any investment company registered under the Investment 
Company Act of 1940) and on executive compensation matters are made by 
those with an economic interest in the company, rather than by an OTP 
Holder, OTP Firm, or ETP holder that has no such economic interest, 
which should enhance corporate governance and accountability to 
shareholders.\14\
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    \14\ As the Commission stated in approving NYSE rules 
prohibiting broker voting in the election of directors, having those 
with an economic interest in the company vote the shares, rather 
than the broker who has no such economic interest, furthers the goal 
of enfranchising shareholders. See Securities Exchange Act Release 
No. 60215 (July 1, 2009), 74 FR 33293 (July 10, 2009) (SR-NYSE-2006-
92).
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    In addition to incorporating the provisions of Section 6(b)(10), 
the Exchange proposes deleting from NYSE Arca Equities Rule 9.4 the 
specific prohibition in that rule with respect to ETP Holders voting 
uninstructed shares on any equity compensation proposal. The Commission 
believes that this provision is no longer necessary because NYSE Arca 
Equities Rule 9.4 generally prohibits ETP Holders from voting any 
uninstructed shares, including on equity compensation matters. The 
Commission further notes that the new proposed Commentary to NYSE 
Arca's Equities Rule 9.4 prohibiting uninstructed broker votes on 
executive compensation covers the specific items identified in Section 
951 of the Dodd-Frank Act as well as any other matter concerning 
executive compensation, and has been drafted broadly to reflect the 
requirements of Section 6(b)(10) of the Act. The Commission also notes 
that to the extent NYSE Arca has any past practice or interpretation 
that may have permitted an ETP Holder to vote on certain equity 
compensation plans, under its existing rule, this will no longer be 
applicable and is superseded by the newly adopted provisions.
    The Commission notes that NYSE Arca has proposed to amend NYSE Arca 
Rule 9.4 and NYSE Arca Equities Rule 9.4 to provide that OTP Holders, 
OTP Firms, or ETP Holders may only follow the rules of another self-
regulatory organization in voting shares if its records clearly 
indicate the procedures it is following. The Commission believes that 
this will help to ensure that any broker voting that is permitted is 
pursuant to approved rules of another self-regulatory organization.
    The Commission notes that the Exchange has also proposed to make 
certain clarifications to its rules, which include: amending 
subparagraph (7) of NYSE Arca Equities Rule 5.3(d) to cross-reference 
to NYSE Arca Equities Rule 9.4; replacing references to ``actual'' 
owners with ``beneficial'' owners in certain places in NYSE Arca Rule 
9.4 and NYSE Arca Equities Rule 9.4; and amending NYSE Arca Rule 9.4 
and NYSE Arca Equities Rule 9.4 to state that an OTP Holder or OTP Firm 
or ETP Holder, as applicable, may vote shares when permitted to do so 
pursuant to the rules of another national securities exchange of which 
he or his firm is ``a member'' rather than one to which he or his firm 
``is responsible.'' The Commission believes that these clarifications 
are technical in nature and should provide greater transparency in 
Exchange's rules and help avoid confusion.
    The Commission further notes that the Exchange added ``or 
association'' to NYSE Arca Rule 9.4 and NYSE Arca Equities Rule 9.4 so 
that an OTP Holder, OTP Firm, or ETP Holder, as applicable, would be 
prohibited from giving a proxy to vote, unless pursuant to the rules of 
any national securities exchange or association of which it is a 
member. The Commission believes that this is appropriate since OTP 
Holders, OTP Firms, or ETP Holders are members of FINRA, a national 
securities association that also has restrictions on broker voting.\15\ 
Finally, the Commission notes that the change to reflect that NYSE Arca 
rules prohibit not only the giving of a proxy, but also the 
authorization of the proxy, should help to clarify the intent of NYSE 
Arca proxy rules and is consistent with the requirements of Section 6 
of the Act.
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    \15\ See FINRA Rule 2251. In addition, the Commission notes that 
the addition of ``or association'' to NYSE Arca Rule 9.4 and NYSE 
Arca Equities Rule 9.4 is consistent with ISE Rule 421 and BATS-Y 
Exchange, Inc. Rule 13.3(b). See Securities Exchange Act Releases 
Nos. 63139 (October 20, 2010), 75 FR 65680 (October 26, 2011) (SR-
ISE-2010-99) and 65448 (September 30, 2011), 76 FR 62103 (October 6, 
2011) (SR-BYX-2011-024).
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    Based on the above, the Commission finds that the NYSE Arca 
proposal will further the purposes of Sections 6(b)(5) and 6(b)(10) of 
the Act because it should enhance corporate accountability to 
shareholders while also serving to fulfill the Congressional intent in 
adopting Section 6(b)(10) of the Act.
    The Commission also finds good cause, pursuant to Section 19(b)(2) 
of the Act,\16\ for approving the proposed rule change prior to the 
30th day after the date of publication of notice in the Federal 
Register. Section 6(b)(10) of the Act, enacted under Section 957 of the 
Dodd-Frank Act, does not provide for a transition phase, and requires 
rules of national securities exchanges to prohibit broker voting on the 
election of a member of the board of directors of an issuer (except for 
a vote with respect to the uncontested election of a member of the 
board of directors of any investment company registered under the 
Investment Company Act of 1940), executive compensation, or any other 
significant matter, as determined by the Commission by rule. The 
Commission believes that good cause exists to grant accelerated 
approval to the Exchange's proposal, because it will conform the 
Exchange's rules to the requirements of Section 6(b)(10) of the Act. 
Moreover, the Commission notes that the Exchange's proposed 
Commentaries to NYSE Arca Rule 9.4 and NYSE Arca Equities Rule 9.4 are 
identical to Nasdaq Rule 2251(d), which was previously approved by the 
Commission.\17\ Finally, as noted above, the Exchange's proposed 
changes to NYSE Arca Rule 9.4 and NYSE Arca Equities Rule 9.4 are 
consistent with rules of other national securities exchanges, provide 
clarity and transparency in the Exchange's rules, and raise no new 
regulatory issues. Based on the above, the Commission believes the 
Exchange's proposed rule change raises no new regulatory issues, and 
therefore finds good cause to accelerate approval.
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    \16\ 15 U.S.C. 78s(b)(2).
    \17\ See Securities Exchange Act Release No. 62992 (September 
24, 2010), 75 FR 60844 (October 1, 2010) (SR-Nasdaq-2010-114).
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V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\18\ that the proposed rule change (SR-NYSEArca-2012-02) be, and it 
hereby is, approved on an accelerated basis.
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    \18\ 15 U.S.C. 78s(b)(2).
    \19\ 17 CFR 200.30-3(a)(12).


[[Page 3833]]


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    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-1444 Filed 1-24-12; 8:45 am]
BILLING CODE 8011-01-P


