
[Federal Register Volume 81, Number 55 (Tuesday, March 22, 2016)]
[Notices]
[Pages 15378-15382]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-06363]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77385; File No. SR-NYSEARCA-2016-25]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change Amending and Restating the Fifth Amended and 
Restated Bylaws of the Exchange's Ultimate Parent Company, 
Intercontinental Exchange, Inc., To Implement Proxy Access

March 17, 2016.
    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 March 2, 2016, NYSE Arca, Inc. (the ``Exchange'' or ``NYSE 
Arca'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III 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 and restate the Fifth Amended and 
Restated Bylaws of the Exchange's ultimate parent company, 
Intercontinental Exchange, Inc. (``ICE''), to implement proxy access. 
The proposed rule change is available on the Exchange's Web site 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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend and restate the Fifth Amended and 
Restated Bylaws of ICE (``ICE Bylaws''). The proposed amendments to the 
ICE Bylaws would (1) add a new Section 2.15 that permits a stockholder, 
or stockholders, that meet specific requirements to nominate director 
nominees for the board of directors of ICE (``ICE Board''), provided 
that the nominating stockholder(s) and nominee(s) satisfy the proposed 
requirements, and (2) amend the advance notice provisions in Section 
2.13 to account for proxy access.\4\
---------------------------------------------------------------------------

    \4\ In November 2015, the Comptroller of the City of New York, 
on behalf of certain city retirement systems that are stockholders 
of ICE, requested that ICE include a proxy access proposal in its 
2016 proxy statement. After discussions with the Comptroller's 
office, ICE management determined to recommend the amendment 
reflected in the proposed rule change to the ICE Board and, on that 
basis, the Comptroller's request was withdrawn.
---------------------------------------------------------------------------

    ICE owns 100% of the equity interest in Intercontinental Exchange 
Holdings, Inc. (``ICE Holdings''), which in turn owns 100% of the 
equity interest in NYSE Holdings LLC (``NYSE Holdings''). NYSE Holdings 
owns 100% of the equity interest of NYSE Group, Inc., which in turn 
directly owns 100% of the equity interest of the Exchange and its 
affiliates New York Stock Exchange LLC and NYSE MKT LLC.\5\
---------------------------------------------------------------------------

    \5\ The Exchange's affiliates have each submitted proposed rule 
changes to propose the changes described in this filing. See SR-
NYSE-2016-14 and SR-NYSEMKT-2016-20.
---------------------------------------------------------------------------

    The proposed amendments to the ICE Bylaws have been approved by the 
ICE Board, subject to Securities and Exchange Commission 
(``Commission'') approval. Under Section 11.1 of the ICE Bylaws, no 
stockholder approval is required for amendment of the ICE Bylaws. ICE 
filed a Form 8-K setting forth the proposed amendments on January 22, 
2016 after approval by the ICE Board, and will file a further Form 8-K 
when the amendments are adopted.
Bylaw Section 2.15
    The proposed rule change would add new Section 2.15 to the ICE 
Bylaws. Section 2.15 would permit a

[[Page 15379]]

stockholder, or group of up to 20 stockholders, to nominate director 
nominees for the ICE Board, so long as the stockholder(s) have owned at 
least three percent of ICE's outstanding shares of common stock 
continuously for at least three years. The director nominees would be 
included in ICE's annual meeting proxy materials. The proposed 
provision would limit the number of proposed director nominees to a 
number equal to twenty percent of the number of directors then serving 
on the ICE Board (rounded down to the nearest whole number, but no less 
than two) provided that the stockholder(s) and nominee(s) satisfy the 
other conditions specified in the ICE Bylaws.
    A candidate would be nominated by a nomination notice (``Nomination 
Notice''). Subject to satisfaction of the conditions of Section 2.15, 
described below, as determined by the ICE Board, ICE would include in 
its proxy statement for the next annual meeting of stockholders the 
following information:
     The names of any person or persons nominated for election;
     disclosure about each nominee and the nominating 
stockholder required under the rules of the Commission or other 
applicable law to be included in the proxy statement;
     any statement in support of the nominee's (or nominees', 
as applicable) election, subject to a limit of 500 words and subject to 
compliance with Section 14 of the Exchange Act \6\ and the rules 
thereunder, including Rule 14a-9; \7\ and
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78n.
    \7\ 17 CFR 240.14a-9.
---------------------------------------------------------------------------

     any other information that ICE management or the ICE Board 
determines, in their discretion, to include relating to the nomination 
of the nominee(s), including, without limitation, any statement in 
opposition to the nomination.\8\
---------------------------------------------------------------------------

    \8\ Proposed ICE Bylaw 2.15(a).
---------------------------------------------------------------------------

    ICE Bylaw 2.15 would permit stockholder nominees to constitute up 
to twenty percent of the number of directors then serving on the ICE 
Board, subject to the following:
     If twenty percent of the current number of directors is 
not a whole number, the number of permitted stockholder nominees would 
be rounded down to the nearest whole number, but no less than two.
     The number of permitted stockholder nominees would be 
further reduced by (a) the number of any stockholder nominees who are 
withdrawn or who are instead nominated by the ICE Board and (b) the 
number of directors, if any, who were stockholder nominees at the 
preceding annual meeting and whose re-election is recommended by the 
ICE Board. In the event that one or more vacancies for any reason were 
to occur on the ICE Board after the deadline for submitting a 
Nomination Notice, but before the date of the annual meeting, and the 
ICE Board resolved to reduce the size of the ICE Board, the number of 
permitted stockholder nominees would be calculated based on the number 
of directors in office as so reduced. If, after receipt of a Nomination 
Notice and following the deadline for receipt of such notices, either 
the nominating stockholder becomes ineligible or withdraws the 
nomination, or the nominee becomes ineligible or unwilling or unable to 
serve, such nominee will be disregarded.
     Bylaw 2.15(b) would provide a mechanism for pro rata 
reduction of the number of nominees nominated by different stockholders 
if the total number of permitted stockholder nominees exceeded the 
maximum permitted. Each nominating stockholder would select one of its 
nominees to be included in the proxy statement, with the nominees to be 
included selected from nominating stockholders going in the order of 
the largest stockholdings to the smallest, until the available number 
of nominees has been selected, with this process to be repeated if the 
maximum number of nominees has not been selected in the first round.
    As a result of these potential reductions in the number of 
stockholder nominees, the number of stockholder nominees in any year 
could be fewer than two.
    Each person or group of up to 20 persons desiring to nominate a 
candidate would be required to either (1) be a record holder of shares 
of ICE common stock used to satisfy the eligibility requirements for a 
stockholder nominee continuously for the three-year period, or (2) 
provide to the secretary of ICE evidence of continuous ownership of the 
minimum number of shares for such three-year period from one or more 
securities intermediaries in a form that the ICE Board determines would 
be acceptable for purposes of a shareholder proposal under Rule 14a-
8(b)(2) under the Exchange Act \9\ (or any successor rule). The minimum 
number of shares would be determined as three percent of the 
outstanding shares as of the most recent date for which the total 
number of outstanding shares of common stock was included by ICE in a 
filing with the Commission prior to the submission of the Nomination 
Notice. Such shares would be required to be held continuously 
throughout the three-year period preceding and including the date of 
submission of the Nomination Notice, and through the date of the annual 
meeting. The proposed rule change includes provisions relating to how 
the members of a group would be counted and the consequences of 
withdrawal of a member from a group.\10\
---------------------------------------------------------------------------

    \9\ 17 CFR 240.14a-8(b)(2).
    \10\ Proposed ICE Bylaw 2.15(c).
---------------------------------------------------------------------------

    A person (or member of a group of persons) whose nominee has been 
elected as a director at an annual meeting would not be eligible to 
nominate or participate in the nomination of a nominee for the 
following two annual meetings other than the nomination of such 
previously elected nominee.\11\
---------------------------------------------------------------------------

    \11\ Proposed ICE Bylaw 2.15(c)(i).
---------------------------------------------------------------------------

    The proposed rule change would also specify that shares may be 
counted as ``owned'' only if the person making the nomination possess 
both the full voting and investment rights pertaining to the shares and 
the full economic interest in (including the opportunity for profit and 
risk of loss on) such shares. Shares that have been sold, borrowed or 
hedged are excluded. Loaned shares are included, provided they are 
recallable within five business days, and are recalled by the record 
date.\12\
---------------------------------------------------------------------------

    \12\ Proposed ICE Bylaw 2.15(c)(iv).
---------------------------------------------------------------------------

    No person would be permitted to be in more than one group 
nominating a nominee. A person who appears as a member of more than one 
group would be deemed to be a member of the group that has the largest 
ownership position as reflected in the Nomination Notice.\13\
---------------------------------------------------------------------------

    \13\ Proposed ICE Bylaw 2.15(c)(v).
---------------------------------------------------------------------------

    A Nomination Notice would be required to be submitted to the 
secretary of ICE at ICE's principal executive office, no earlier than 
the close of business 150 calendar days, and no later than the close of 
business 120 calendar days, before the anniversary of the date that ICE 
mailed its proxy statement for the prior year's annual meeting of 
stockholders. If an annual meeting were not scheduled to be held within 
a period that commences 30 days before and ends 30 days after such 
anniversary date, a Nomination Notice would be required to be given by 
the later of the close of business on the date that is 120 days prior 
to the date of such annual meeting or the tenth day following the date 
on which such annual meeting date is first publicly announced or 
disclosed.\14\
---------------------------------------------------------------------------

    \14\ Proposed ICE Bylaw 2.15(d).
---------------------------------------------------------------------------

    ICE Bylaw 2.15 would provide that any determination to be made by 
the ICE Board may be made by the ICE

[[Page 15380]]

Board, a committee of the ICE Board or any officer of ICE designated by 
the ICE Board or a committee of the ICE Board and that any such 
determination shall be final and binding on ICE, any Eligible Holder 
(as defined in ICE Bylaw 2.15), any nominating stockholder, any nominee 
and any other person so long as made in good faith. The chairman of any 
annual meeting of stockholders shall have the power and duty to 
determine whether a Nominee has been nominated in accordance with the 
requirements of proposed Section 2.15 and, if not so nominated, shall 
direct and declare at the annual meeting that such Nominee shall not be 
considered.\15\
---------------------------------------------------------------------------

    \15\ The Exchange notes that having the chairman of the annual 
meeting make such determination is consistent with the procedure in 
Section 2.13(f) of the ICE Bylaws with respect to non-proxy access 
nominations.
---------------------------------------------------------------------------

    The proposed rule change specifies information that would be 
required in a Nomination Notice, including:
     A Schedule 14N \16\ (or any successor form) relating to 
the nomination, completed and filed with the Commission;
---------------------------------------------------------------------------

    \16\ 17 CFR 240.14n-101.
---------------------------------------------------------------------------

     a written notice, in a form deemed satisfactory by the ICE 
Board, of the nomination of such nominee that includes additional 
information, agreements, representations and warranties by the 
nominating stockholder (including, in the case of a group, each group 
member),
    [cir] the information otherwise required with respect to the 
nomination of directors by the ICE Bylaws;
    [cir] the details of any relationship that existed within the past 
three years and that would have been described pursuant to Item 6(e) of 
Schedule 14N (or any successor item) if it existed on the date of 
submission of the Schedule 14N;
    [cir] a representation and warranty that the nominating stockholder 
did not acquire, and is not holding, securities of ICE for the purpose 
or with the effect of influencing or changing control of ICE;
    [cir] a representation and warranty that the nominee's candidacy 
or, if elected, membership on the ICE Board would not violate 
applicable state or federal law or the rules of the principal national 
securities exchange on which ICE's securities are traded;
    [cir] a representation and warranty that the nominee:
     does not have any direct or indirect relationship with ICE 
that will cause the nominee to be deemed not independent pursuant to 
the ICE Board's Independence Policy \17\ as most recently published on 
its Web site and otherwise qualifies as independent under the rules of 
the principal national securities exchange on which ICE's common stock 
is traded; \18\
---------------------------------------------------------------------------

    \17\ The Commission notes that the Independence Policy can be 
found at the following Web site: http://ir.theice.com/~/media/Files/
I/Ice-IR/documents/corporate-governance-documents/board-
independence-policy.pdf.
    \18\ The Commission notes the independent director standards of 
New York Stock Exchange LLC (``NYSE''), which is the principal 
market for ICE's common stock, are set forth in NYSE's Listed 
Company Manual in Sections 303A.00, 303A.01 and 303A.02.
---------------------------------------------------------------------------

     meets the audit committee independence requirements under 
the rules of the principal national securities exchange on which ICE's 
common stock is traded; \19\
---------------------------------------------------------------------------

    \19\ The Commission notes that the audit committee independence 
requirements of NYSE, the principle market for ICE's common stock, 
are set forth in NYSE's Listed Company Manual under Sections 303A.06 
and 303A.07.
---------------------------------------------------------------------------

     is a ``non-employee director'' for the purposes of Rule 
16b-3 under the Exchange Act \20\ (or any successor rule);
---------------------------------------------------------------------------

    \20\ 17 CFR 240.16b-3.
---------------------------------------------------------------------------

     is an ``outside director'' for the purposes of Section 
162(m) of the Internal Revenue Code \21\ (or any successor provision); 
and
---------------------------------------------------------------------------

    \21\ 26 U.S.C. 162(m).
---------------------------------------------------------------------------

     is not and has not been subject to any event specified in 
Rule 506(d)(1) of Regulation D \22\ (or any successor rule) under the 
Securities Act of 1933 or Item 401(f) of Regulation S-K \23\ (or any 
successor rule) under the Exchange Act, without reference to whether 
the event is material to an evaluation of the ability or integrity of 
the nominee;
---------------------------------------------------------------------------

    \22\ 17 CFR 230.506(d).
    \23\ 17 CFR 229.401(f).
---------------------------------------------------------------------------

    [cir] a representation and warranty that the nominating stockholder 
satisfies the eligibility requirements set forth in Bylaw 2.15 and has 
provided evidence of ownership to the extent required by Bylaw 
2.15(c)(i);
    [cir] a representation and warranty that the nominating stockholder 
intends to continue to satisfy the eligibility requirements described 
in Bylaw 2.15(c) through the date of the annual meeting;
    [cir] a representation and warranty that the nominating stockholder 
will not engage in a ``solicitation'' within the meaning of Rule 14a-
1(l) \24\ (without reference to the exception in Rule 14a-(l)(l)(2)(iv) 
\25\) (or any successor rules) under the Exchange Act in support of the 
election of any individual as a director at the applicable annual 
meeting, other than its nominee(s) or any nominee of the ICE Board;
---------------------------------------------------------------------------

    \24\ 17 CFR 240.14a-1(l).
    \25\ 17 CFR 240.14a-1(l)(2)(iv).
---------------------------------------------------------------------------

    [cir] a representation and warranty that the nominating stockholder 
will not use any proxy card other than ICE's proxy card in soliciting 
stockholders in connection with the election of a nominee at the annual 
meeting;
    [cir] if desired, a statement in support of the nominee meeting the 
standards identified above; and
    [cir] in the case of a nomination by a group, the designation by 
all group members of one group member that is authorized to act on 
behalf of all group members with respect to matters relating to the 
nomination, including withdrawal of the nomination;
     an executed agreement, in a form deemed satisfactory by 
the ICE Board, pursuant to which the nominating stockholder (including 
each group member) agrees:
    [cir] To comply with all applicable laws, rules and regulations in 
connection with the nomination, solicitation and election of a nominee;
    [cir] to file any written solicitation or other communication with 
ICE's stockholders relating to one or more of ICE's directors or 
director nominees or any stockholder nominee with the Commission, 
regardless of whether any such filing is required under any rule or 
regulation or whether any exemption from filing is available for such 
materials under any rule or regulation;
    [cir] to assume all liability stemming from an action, suit or 
proceeding concerning any actual or alleged legal or regulatory 
violation arising out of any communication by the nominating 
stockholder or any of its nominees with ICE, its stockholders or any 
other person in connection with the nomination or election of 
directors, including, without limitation, the Nomination Notice;
    [cir] to indemnify and hold harmless (jointly with all other group 
members, in the case of a group member) ICE and each of its directors, 
officers and employees individually against any liability, loss, 
damages, expenses or other costs (including attorneys' fees) incurred 
in connection with any threatened or pending action, suit or 
proceeding, whether legal, administrative or investigative, against ICE 
or any of its directors, officers or employees arising out of or 
relating to a failure or alleged failure of the nominating stockholder 
or any of its nominees to comply with, or any breach or alleged breach 
of, its respective obligations, agreements or representations under 
Bylaw 2.15; and
    [cir] in the event that (1) any information included in the 
Nomination Notice or any other communication by

[[Page 15381]]

the nominating stockholder (including with respect to any group member) 
with ICE, its stockholders or any other person in connection with the 
nomination or election of a nominee ceases to be true and accurate in 
all material respects (or omits a material fact necessary to make the 
statements made not misleading) or (2) the nominating stockholder 
(including any group member) has failed to continue to satisfy the 
eligibility requirements described in Bylaw 2.15(c), to promptly (and 
in any event within 48 hours of discovering such misstatement, omission 
or failure) notify ICE and any other recipient of such communication of 
(1) the misstatement or omission in such previously provided 
information and of the information that is required to correct the 
misstatement or omission or (2) of such failure; and
     an executed agreement, in a form deemed satisfactory by 
the ICE Board, by the nominee:
    [cir] To provide to ICE such other information and certifications, 
including completion of ICE's director questionnaire, as it may 
reasonably request;
    [cir] that the nominee has read and agrees, if elected, to serve as 
a member of the ICE Board, to adhere to ICE's Corporate Governance 
Guidelines and Global Code of Business Conduct and any other policies 
and guidelines applicable to directors; and
    [cir] that the nominee is not and will not become a party to (i) 
any compensatory, payment or other financial agreement, arrangement or 
understanding with any person or entity other than ICE in connection 
with service or action as a director of ICE that has not been disclosed 
to ICE, (ii) any agreement, arrangement or understanding with any 
person or entity as to how the nominee would vote or act on any issue 
or question as a director (a ``Voting Commitment'') that has not been 
disclosed to ICE or (iii) any Voting Commitment that could reasonably 
be expected to limit or interfere with the nominee's ability to comply, 
if elected as a director of ICE, with its fiduciary duties under 
applicable law.
    ICE Bylaw 2.15 would specify that the information and documents 
required to be provided by the nominating stockholder must be: (i) 
Provided with respect to and executed by each group member, in the case 
of information applicable to group members; and (ii) provided with 
respect to the persons specified in Instruction 1 to Items 6(c) and (d) 
of Schedule 14N (or any successor item) in the case of a nominating 
stockholder or group member that is an entity. A Nomination Notice 
would be deemed submitted on the date on which all of the information 
and documents required by ICE Bylaw 2.15 (other than such information 
and documents contemplated to be provided after the date the Nomination 
Notice is provided) have been delivered to or, if sent by mail, 
received by the Secretary of ICE.
    Access to ICE's proxy statement for stockholder nominations under 
ICE Bylaw 2.15(e)(i) would not be available in any year in which ICE 
has received advance notice under ICE Bylaw Section 2.13 that a 
stockholder intends to nominate a director. In addition, nominations 
would be disregarded under ICE Bylaw 2.15(e)(i) if
     the nominating stockholder or its representative fails to 
appear at the annual meeting to present the nomination or withdraws its 
nomination;
     the nomination or election of the nominee would be in 
violation of ICE's certificate of incorporation or bylaws, or 
applicable law, rule or regulation, including those of stock exchanges;
     the nominee was nominated pursuant to ICE Bylaw 2.15 at 
one of the past two annual meetings and either withdrew or became 
ineligible, or failed to receive 20% of the vote;
     the nominee is, or has within the last three years been, 
an officer or director of a competitor of ICE or is a U.S. Disqualified 
Person as defined in ICE's certificate of incorporation; or
     ICE is notified, or the ICE Board determines, that a 
nominating stockholder has failed to continue to satisfy the 
eligibility requirements, any of the representations and warranties 
made in the Nomination Notice ceases to be true and accurate in all 
material respects (or omits a material fact necessary to make the 
statements made not misleading), the nominee becomes unwilling or 
unable to serve on the ICE Board or any material violation or breach 
occurs of the obligations, agreements, representations or warranties of 
the nominating stockholder or the nominee under ICE Bylaw Section 2.15.
    In addition, Bylaw 2.15(e)(ii) would permit ICE to omit from its 
proxy statement, or supplement or correct, any information, including 
all or any portion of the statement in support of the Nominee included 
in the Nomination Notice, if the ICE Board determines that:
     Such information is not true in all material respects or 
omits a material statement necessary to make the statements made not 
misleading;
     Such information directly or indirectly impugns the 
character, integrity or personal reputation of, or directly or 
indirectly makes charges concerning improper, illegal or immoral 
conduct or associations, without factual foundation, with respect to, 
any person; or
     The inclusion of such information in the proxy statement 
would otherwise violate the federal proxy rules or any other applicable 
law, rule or regulation.
Bylaw Section 2.13
    The proposed rule change also would amend the existing advance 
notice provisions in Bylaw 2.13 to extend their application to 
stockholder nominations under the proxy access provision in Bylaw 2.15.
     Bylaw 2.13(b) would be amended to provide that stockholder 
nominations would be subject to inclusion in the ICE Board's notice of 
annual meeting, and that the timing and notice requirements of the 
existing advance notice bylaw would not apply to stockholder 
nominations, which have different timing and notice requirements as 
described above.
     Bylaw 2.13(d) would be amended to specify that the 
definition therein of ``publicly announced or disclosed'' would also 
apply in Bylaw 2.15.
Conforming Changes
    Finally, the Exchange proposes to make conforming changes to the 
title of the Bylaws.
2. Statutory Basis
    The Exchange believes that this filing is consistent with Section 
6(b) of the Exchange Act,\26\ in general, and Section 6(b)(1) of the 
Exchange Act,\27\ 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. The Exchange 
believes that, by permitting a stockholder, or a group of up to twenty 
stockholders, of ICE that meet the stated requirements to nominate and 
have included in ICE's annual meeting proxy materials director 
nominees, the proposed rule change strengthens the corporate governance 
of the Exchange's ultimate parent company and is thus consistent with 
Section 6(b)(1).
---------------------------------------------------------------------------

    \26\ 15 U.S.C. 78f(b).
    \27\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    For similar reasons, the Exchange also believes that this filing 
furthers the objectives of Section 6(b)(5) of the

[[Page 15382]]

Exchange Act,\28\ because the proposed rule change would be consistent 
with and facilitate 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. As discussed 
above, the Exchange believes that by expanding the ability of 
stockholders to nominate directors that could constitute a significant 
percent (20%) of the number of directors currently serving on the ICE 
Board, the proposed rule change would ensure better corporate 
governance and accountability to stockholders, thereby protecting 
investors and the public interest.
---------------------------------------------------------------------------

    \28\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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 in the U.S. or 
European securities markets or have any impact on competition in those 
markets; rather, adoption of a proxy access bylaw by ICE is intended to 
enhance corporate governance and accountability to stockholders.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be 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 rule-comments@sec.gov. Please include 
File Number SR-NYSEARCA-2016-25 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.

sonyaAll submissions should refer to File Number SR-NYSEARCA-2016-25. 
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 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 10:00 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-
NYSEARCA-2016-25 and should be submitted on or before April 12, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\29\
---------------------------------------------------------------------------

    \29\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-06363 Filed 3-21-16; 8:45 am]
 BILLING CODE 8011-01-P


