Self-Regulatory Organizations; Cboe Exchange, Inc.; Cboe BYX Exchange, Inc.; Cboe BZX Exchange, Inc.; Cboe EDGA Exchange, Inc.; Cboe EDGX Exchange, Inc.; Cboe C2 Exchange, Inc.; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment Nos. 1, To Amend the Sixth Amended and Restated Bylaws of Cboe Global Markets, Inc. To Implement Proxy Access

I. Introduction

On April 16, 2021, each of Cboe Exchange, Inc. (“Cboe”), Cboe BYX Exchange, Inc. (“BYX”), Cboe BZX Exchange, Inc. (“BZX”), Cboe EDGA Exchange, Inc. (“EDGA”), and Cboe EDGX Exchange, Inc. (“EDGX”), and on April 26, 2021, Cboe C2 Exchange, Inc. (“C2” and together with Cboe, BYX, BZX, EDGA, and EDGX, the “Exchanges”) filed with the Securities and Exchange Commission (“Commission”) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) and Rule 19b-4 thereunder, a proposed rule change to amend the Sixth Amended and Restated Bylaws (“Bylaws”) of their parent company, Cboe Global Markets, Inc. (“CGM”), to implement proxy access. The proposed rule changes were published for comment in the Federal Register on May 5, 2021. No comment letters were received in response to the proposals. On July 28, 2021, each of BYX, BZX, EDGA, EDGX and C2, and on July 29, 2021, Cboe filed Amendment No. 1 to the proposed rule changes (collectively, “Amendment Nos. 1”). This order provides notice of filing of Amendment Nos. 1 and approves the proposed rule changes, as modified by Amendment Nos. 1, on an accelerated basis.

II. Description of the Proposed Rule Changes, as Modified by Amendment Nos. 1

The Exchanges state that CGM received a stockholder proposal submitted pursuant to Rule 14a-8 under the Act which requested that the Board of Directors of CGM (“Board”) take steps to implement a “proxy access” bylaw provision to allow a stockholder, or group of stockholders, who comply with certain requirements, to nominate candidates for service on the Board and have those candidates included in CGM's proxy materials. The Exchanges state that CGM has determined to take the stockholder's requested steps to implement proxy access and, accordingly, the Exchanges have submitted this proposal to adopt new Section 2.16 of the Bylaws. Subject to procedures and conditions set forth therein, and as further described below, proposed Section 2.16 of the Bylaws would generally permit a stockholder, or group of up to 20 stockholders, to nominate director nominees for the Board and have such director nominees included in CGM's annual meeting proxy materials, so long as the stockholder(s) have owned at least three percent of CGM's outstanding shares of capital stock continuously for at least three years. The proposal would limit the number of proposed director nominees to the greater of (i) two or (ii) 20% of the number of CGM directors in office (rounded down to the nearest whole number, but no less than two). The Exchanges note that the parent companies of other national securities exchanges have adopted substantively similar proxy access provisions, and the Exchanges state that they do not believe such provisions are materially different from the proxy access provision proposed by the Exchanges.

Proposed Section 2.16 of the Bylaws

Specifically, proposed Section 2.16(a) of the Bylaws would require that, subject to the provisions of proposed Section 2.16, whenever the Board solicits proxies with respect to the election of directors at an annual meeting of stockholders, CGM must include in its proxy statement for such annual meeting, in addition to any persons nominated for election by or at the direction of the Board, the name, together with the “Required Information,” of any person nominated for election to the Board as a director by an “Eligible Stockholder” (defined below) (“Stockholder Nominee”). The “Required Information” to be included in the proxy statement is (i) the information provided to CGM's Secretary concerning the Stockholder Nominee and the Eligible Stockholder that is required to be disclosed in CGM's proxy statement pursuant to Section 14 of the Act and the rules and regulations promulgated thereunder and, (ii) if the Eligible Stockholder so elects, a “Supporting Statement,” which is a written statement, not to exceed 500 words, in support of its Stockholder Nominee(s)' candidacy. The proposal would also require that the name of any Stockholder Nominee included in CGM's proxy statement for an annual meeting of stockholders be set forth on the form of proxy and any ballot distributed by CGM in connection with such annual meeting. In addition to any other applicable requirements, for a nomination to be made by an Eligible Stockholder under proposed Section 2.16 of the Bylaws, the Eligible Stockholder must give timely notice to CGM thereof (a “Notice of Proxy Access Nomination”) and must expressly request in such notice to have its nominee included in CGM's proxy materials.

An “Eligible Stockholder” is defined as a stockholder or group of no more than 20 stockholders that (i) has Owned continuously for at least three years (“Minimum Holding Period”) at least three percent of the outstanding shares of capital stock of CGM as of the date the Notice of Proxy Access Nomination is received by CGM (“Required Shares”), (ii) continues to Own the Required Shares through the date of the annual meeting, and (iii) meets all other requirements of the proposed Section 2.16. Proposed Section 2.16(e) of the Bylaws sets forth when a stockholder would be deemed to “Own” shares of CGM's capital stock, and provides that whether outstanding shares of CGM's capital stock are “Owned” shall be determined by the Board.

Proposed Section 2.16(c) of the Bylaws provides that the maximum number (“Permitted Number”) of Stockholder Nominees nominated by all Eligible Stockholders that will be included in CGM's proxy materials with respect to an annual meeting of stockholders will not exceed the greater of (i) two or (ii) 20% of the number of directors in office as of the last day on which a Notice of Proxy Access Nomination may be delivered pursuant to and in accordance with proposed Section 2.16 (the “Final Proxy Access Nomination Date”) or, if such amount is not a whole number, the closest whole number below 20%. Proposed Section 2.16(c) sets forth certain circumstances under which the Permitted Number would be reduced. Proposed Section 2.16(c) also sets forth procedures for determining when the Permitted Number is reached and for selecting candidates when the Permitted Number is exceeded. Proposed Section 2.16(c) also specifies that CGM will not be required to include any Stockholder Nominees in its proxy materials pursuant to Section 2.16 for any meeting of stockholders for which CGM receives a notice (whether or not subsequently withdrawn) that the Eligible Stockholder or any other stockholder intends to nominate one or more persons for election to the Board pursuant to Section 2.11 of the Bylaws.

Proposed Section 2.16(f) sets forth the information that an Eligible Stockholder must include in its Notice of Proxy Access Nomination, and includes, among other things: (i) A statement by the Eligible Stockholder (1) setting forth and certifying as to the number of shares it Owns and has Owned continuously for the Minimum Holding Period and (2) agreeing to continue to Own the Required Shares through the date of the annual meeting; (ii) one or more written statements from the record holder of the Required Shares (and from each intermediary through which the Required Shares are or have been held during the Minimum Holding Period) verifying that, as of a date within seven calendar days prior to the date the Notice of Proxy Access Nomination is delivered to the CGM Secretary, the Eligible Stockholder Owns, and has Owned continuously for the Minimum Holding Period, the Required Shares, and the Eligible Stockholder's agreement to provide, within five business days after the record date for the annual meeting, one or more written statements from the record holder and such intermediaries verifying the Eligible Stockholder's continuous ownership of the Required Shares through the record date; (iii) a copy of the Schedule 14N that has been filed with the Commission as required by Rule 14a-18 under the Act; (iv) the information, representations, agreements, and other documents that are required to be set forth in or included with a stockholder's notice of nomination given pursuant to Section 2.11 of the Bylaws; and (v) the written consent of each Stockholder Nominee to being named in the proxy statement as a nominee and to serving as a director if elected.

The Notice of Proxy Access Nomination must also include a representation that the Eligible Stockholder (1) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control of CGM, and does not presently have such intent; (2) has not nominated and will not nominate for election to the Board as a director at the annual meeting any person, other than its Stockholder Nominee(s); (3) has not engaged and will not engage in, and has not and will not be a “participant” in another person's, “solicitation” within the meaning of Rule 14a-1(l) under the Act in support of the election of any individual as a director at the annual meeting, other than its Stockholder Nominee(s) or a nominee of the Board; (4) has not distributed and will not distribute to any stockholder of CGM any form of proxy for the annual meeting other than the form distributed by CGM; (5) has complied and will comply with all laws, rules and regulations applicable to solicitations and the use, if any, of soliciting material in connection with the annual meeting; and (6) has provided and will provide facts, statements and other information in all communications with CGM and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Proposed Section 2.16(f) further requires the Notice of Proxy Access Nomination to include an undertaking that the Eligible Stockholder file with the Commission any solicitation or other communication with the stockholders of CGM relating to the meeting at which its Stockholder Nominee(s) will be nominated, regardless of whether any such filing is required under Regulation 14A of the Act or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the Act.

Finally, proposed Section 2.16(f) requires the Notice of Proxy Access Nomination include a written representation and agreement by the Stockholder Nominee that such person: (1) Will act as a representative of all of the stockholders of CGM while serving as a director; (2) will provide facts, statements, and other information in all communications with CGM and its stockholders that are or will be true and correct in all material respects (and shall not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading); (3) 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 CGM in connection with service or action as a director of CGM that has not been disclosed to CGM, (ii) any Voting Commitment that has not been disclosed to CGM, or (iii) any Voting Commitment that could reasonably be expected to limit or interfere with the Stockholder Nominee's ability to comply, if elected as a director of CGM, with its fiduciary duties under applicable law; and (4) will abide by and comply with the Bylaws, CGM's Certificate of Incorporation and applicable policies of CGM including all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership, and trading policies and guidelines of CGM, as well as the applicable provisions of the rules and regulations of the Commission and any stock exchange applicable to CGM.

Proposed Section 2.16(g) sets forth additional information the Stockholder Nominee must provide in addition to the information required or requested pursuant to proposed Section 2.16(f) or any other provision of the Bylaws and specifies that the Stockholder Nominee(s) must submit all completed and signed questionnaires required of directors and officers of CGM. Additionally, Section 2.16(g) provides that CGM may require any proposed Stockholder Nominee to furnish any information: (1) That may reasonably be requested by CGM to determine whether the Stockholder Nominee would be independent under Section 3.3 of the Bylaws and otherwise qualifies as independent under the rules of the principal national securities exchange on which the outstanding capital stock of CGM is traded; (2) that could be material to a reasonable stockholder's understanding of the independence, or lack thereof, of such Stockholder Nominee; (3) that would be required to satisfy the requirements for qualification of directors under applicable foreign regulations; or (4) that may reasonably be requested by CGM to determine the eligibility of such Stockholder Nominee to be included in CGM's proxy materials pursuant to proposed Section 2.16 or to serve as a director of CGM. Proposed Section 2.16(g) further provides that CGM may require the Eligible Stockholder to furnish any other information that may reasonably be requested by CGM to verify the Eligible Stockholder's continuous Ownership of the Required Shares for the Minimum Holding Period and through the date of the annual meeting.

As discussed above, an Eligible Stockholder may, at its option, provide to the Secretary, at the time the Notice of Proxy Access Nomination is provided, one Supporting Statement. Proposed Section 2.16(h) provides that CGM may omit from its proxy materials any information or Supporting Statement (or portion thereof) that it, in good faith, believes is untrue in any material respect (or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading) or would violate any applicable law, rule or regulation.

Proposed Section 2.16(i) provides that, in the event any information or communications provided by an Eligible Stockholder or a Stockholder Nominee to CGM or its stockholders is not, when provided, or thereafter ceases to be, true and correct in all material respects or omits to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, such Eligible Stockholder or Stockholder Nominee must promptly notify the Secretary of any such defect and of the information that is required to correct any such defect. In addition, an Eligible Stockholder must provide immediate notice to CGM if the Eligible Stockholder ceases to Own any of the Required Shares prior to the date of the annual meeting. Furthermore, any person providing any information to CGM pursuant to proposed Section 2.16(i) must further update and supplement such information, if necessary, so that all such information shall be true and correct as of the (i) record date for determining the stockholders entitled to receive notice of the meeting and (ii) date that is ten business days prior to the meeting (or any postponement, adjournment or recess thereof). However, no notification, update or supplement provided pursuant to proposed Section 2.16(i) or otherwise shall be deemed to cure any defect in any previously provided information or communications or limit the remedies available to CGM relating to such defect (including the right to omit a Stockholder Nominee from its proxy materials).

Proposed Section 2.16(j) sets forth circumstances in which CGM would not be required to include a Stockholder Nominee in its proxy materials for any meeting of stockholders. In such circumstances, any such nomination would be disregarded and no vote on such Stockholder Nominee would occur, notwithstanding that proxies in respect of such vote may have been received by CGM. In particular, CGM would not be required to include a Stockholder Nominee in its proxy materials (i) who would not be an independent director under Section 3.3 of the Bylaws, under the rules of the principal national securities exchange on which the outstanding capital stock of CGM is traded, any applicable rules of the Commission and any publicly disclosed standards used by the Board in determining and disclosing independence of CGM's directors, in each case as determined by the Board in its sole discretion; (ii) who would not meet the audit committee independence requirements under the rules of the principal national securities exchange on which the outstanding capital stock of CGM is traded; (iii) who, if elected, intends to resign as a director of CGM prior to the end of the full term for which he or she is standing for election; (iv) who is or has been subject to any statutory disqualification under Section 3(a)(39) of the Act; (v) who is or has been subject to disqualification under 17 CFR 1.63; (vi) whose election as a member of the Board would otherwise cause CGM to be in violation of the Bylaws, CGM's Certificate of Incorporation, the rules of the principal national securities exchange on which the outstanding capital stock of CGM is traded, or any applicable law, rule or regulation; (vii) who is or has been, within the past three years, an officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914; (viii) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past 10 years; (ix) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended; (x) who has provided any information to CGM or its stockholders that was untrue in any material respect or that omitted to state a material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading; or (xi) if the Eligible Stockholder and/or applicable Stockholder Nominee breaches or fails to comply with its obligations pursuant to the Bylaws, including, but not limited to, proposed Section 2.16 and any agreement, representation or undertaking required by proposed Section 2.16.

Proposed Section 2.16(k) provides that, notwithstanding anything to the contrary contained in the Bylaws, if (i) a Stockholder Nominee and/or the applicable Eligible Stockholder breaches any of its agreements or representations or fails to comply with any of its obligations under proposed Section 2.16, or (ii) a Stockholder Nominee otherwise becomes ineligible for inclusion in CGM's proxy materials pursuant to proposed Section 2.16, or dies, becomes disabled or otherwise becomes ineligible or unavailable for election at the annual meeting, in each case as determined by the Board or the chairman of the meeting, CGM may omit or, to the extent feasible, remove the information concerning such Stockholder Nominee and the related Supporting Statement from its proxy materials and/or otherwise communicate to its stockholders that such Stockholder Nominee will not be eligible for election at the annual meeting. In addition, in such circumstances CGM will not be required to include in its proxy materials any successor or replacement nominee proposed by the applicable Eligible Stockholder or any other Eligible Stockholder and the chairman of the meeting would declare such nomination to be invalid and such nomination would be disregarded, notwithstanding that proxies in respect of such vote may have been received by CGM.

Proposed Section 2.16(l) provides that any Stockholder Nominee who is included in CGM's proxy materials for a particular annual meeting of stockholders would be ineligible to be a Stockholder Nominee for the next two annual meetings if: (i) The Stockholder Nominee withdraws from or becomes ineligible or unavailable for election at the annual meeting; or (ii) the Stockholder Nominee does not receive at least 25% of the votes cast in favor of such Stockholder Nominee's election. This provision would not, however, prevent any stockholder from nominating any person to the Board pursuant to Section 2.11 of the Bylaws.

Notwithstanding the provisions of proposed Section 2.16, if the Eligible Stockholder providing notice (or a qualified representative of the Eligible Stockholder) does not appear in person (including virtually, in the case of a meeting held solely by means of remote communication) at the stockholder meeting to present the nomination of such Stockholder Nominee, such proposed nomination shall not be presented by CGM and shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by CGM.

Proposed Section 2.16 of the Bylaws provides that the Board (or any other person or body authorized by the Board) shall have the exclusive power and authority to interpret the provisions of proposed Section 2.16 and make all determinations deemed necessary or advisable in connection with proposed Section 2.16 as to any person, facts or circumstances. All such actions, interpretations, and determinations that are done or made by the Board (or any other person or body authorized by the Board) shall be final, conclusive, and binding on CGM, the stockholders and all other parties.

Finally, proposed Section 2.16(o) states that the proxy access provisions outlined in proposed Section 2.16 shall be the exclusive means for stockholders to include nominees for director in CGM's proxy materials. The Exchanges state that stockholders may continue to propose nominees through other means, but that the Board will have final authority to determine whether to include those nominees in CGM's proxy materials.

Proposed Revisions to Other Sections of the Bylaws

The Exchanges have proposed to make additional changes to Sections 2.10 and 2.11 to account for the addition of the proposed proxy access provision. First, the Exchanges propose to add references to Section 2.11 and proposed Section 2.16 in Section 2.10 of the Bylaws to clarify the exact provisions of the Bylaws that set forth requirements relating to stockholder nominees. Second, the Exchanges propose to add references to proposed Section 2.16 and additional language in Section 2.11 of the Bylaws to clarify that only persons who are nominated in accordance with either Section 2.11 or proposed Section 2.16 shall be eligible for election as directors and that Section 2.11 and proposed Section 2.16 of the Bylaws are the exclusive means for a stockholder to make a director nomination.

III. Discussion and Commission Findings

The Commission finds, after careful review, that the proposed rule changes, as modified by Amendment Nos. 1, are consistent with the requirements of Section 6 of the Act and the rules and regulations thereunder applicable to a national securities exchange. In particular, the Commission finds that the proposed rule changes, as modified by Amendment Nos. 1, are consistent with the requirements of Section 6(b)(5) of the Act, which requires, among other things, that an exchange's rules be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest; and are not designed to permit unfair discrimination between customers, issuers, brokers or dealers.

A stockholder who wishes to nominate his or her own candidate for director may initiate a proxy contest in order to solicit proxies from fellow shareholders, but doing so requires the preparation and dissemination of separate proxy materials and entails substantial cost. Proposed Section 2.16 of the Bylaws provides CGM stockholders an alternative path for having their nominees considered through the proxy process. This proposal is intended to respond to a stockholder proposal, submitted under Rule 14a-8 of the Act, requesting that the Board take steps to implement a proxy access bylaw provision.

The Exchanges state that, by permitting an Eligible Stockholder of CGM that meets the stated requirements to nominate directors and have its nominees included in CGM's annual meeting proxy statement, the proposal would strengthen the corporate governance of CGM, which the Exchanges believe is beneficial to both investors and the public interest. The Commission believes that the proposal to provide a process for stockholder proxy access in the Bylaws should help to provide the stockholders of CGM that meet the stated requirements of proposed Section 2.16 with an alternative opportunity to exercise their right to nominate directors for the Board, consistent with the Act.

The proposed rule changes, as modified by Amendment Nos. 1, would require CGM to include in its proxy materials information regarding the Stockholder Nominee and the Eligible Stockholder, including the Required Information, any Supporting Statement, and any other information CGM determines to include relating to the Stockholder Nominee or the Eligible Stockholder. The Commission believes that the provision of such information could help stockholders to assess whether a nominee submitted pursuant to proposed Section 2.16 possesses the necessary qualifications and experience to serve as a director.

The proposed rule changes to the Bylaws limit the availability of proxy access in certain circumstances. For example, in order to be eligible to submit a nomination to be included in the proxy statement pursuant to proposed Section 2.16, a stockholder (or a group of no more than 20 stockholders) is required to own at least three percent of CGM's outstanding shares of capital stock continuously for at least three years. Furthermore, a stockholder may only nominate a director to be included in the proxy materials pursuant to proposed Section 2.16 if the stockholder represents that he or she acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control of CGM, and does not presently have such intent. The proposal also limits the number of director nominees submitted pursuant to proposed Section 2.16 that may be included in the proxy statement to the greater of two or 20% of the total number of directors of the Board. The proposal would allow CGM to disregard or omit director nominees submitted pursuant to proposed Section 2.16 from the proxy materials in certain circumstances, including when the Stockholder Nominee has provided any information to CGM or its stockholders that was untrue in any material respect or that omitted to state a material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading. Such limitations on proxy access seem designed to balance the ability of CGM stockholders to participate more fully in the nomination and election process against the potential cost and practical difficulties of requiring inclusion of stockholder nominations in proxy materials.

As discussed above, the proposed proxy access provisions include safeguards that will help to ensure that any director nominees submitted pursuant to proposed Section 2.16 would qualify as independent directors and that the nominating shareholder's nomination of the nominee, and the nominee's membership on the Board, if elected, would not violate any applicable laws, rules or regulations of any government entity or relevant self-regulatory organization. Specifically, the proposal permits CGM to disregard and omit from the proxy materials any nominee whose election as a member of the Board would cause CGM to be in violation of the Bylaws, CGM's Certificate of Incorporation, the rules of the principal national securities exchange on which CGM's capital stock is traded, or any applicable law, rule or regulation. CGM may also disregard or omit from the proxy materials any nominee who would not be an independent director under the Bylaws, the rules of the principal national securities exchange on which CGM's capital stock is traded, any applicable rules of the Commission, or any publicly disclosed standards used by the Board in determining and disclosing independence of CGM's directors. The Exchanges have represented that any independence standards adopted by the Board will apply uniformly to all director nominees, including Stockholder Nominees, and that any future independence standards adopted by the Board will comply with all applicable laws, rules, and regulations.

In addition, the Stockholder Nominee must provide a written representation and agreement that, among other things, the nominee (i) is not and will not become a party to any Voting Commitment that has not been disclosed to CGM or any Voting Commitment that could reasonably be expected to limit or interfere with the Stockholder Nominee's ability to comply, if elected as a director of CGM, with its fiduciary duties under applicable law, and (ii) will abide by and comply with the Bylaws, CGM's Certificate of Incorporation and applicable policies of CGM, including all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of CGM, as well as the applicable provisions of the rules and regulations of the Commission and any stock exchange applicable to CGM.

The Commission believes that the safeguards and limitations described above, including the representations set forth in Amendment Nos. 1, should help to ensure that CGM can comply with its Bylaws and any applicable laws, rules, regulations, including, among others, exchange listing standards on independent directors, consistent with Section 6(b)(5) of the Act. The Commission further believes that the representations set forth in Amendment Nos. 1 will help to ensure that any independence standards adopted by the Board will apply uniformly among both Stockholder Nominees and Board nominees, consistent with Section 6(b)(5) of the Act. Based on the foregoing, the Commission finds that the proposed rule changes, as modified by Amendment Nos. 1, are consistent with the Act.

Finally, the Commission finds that the proposed conforming changes to Sections 2.10 and 2.11 of the Bylaws are consistent with the Act because these changes prevent stockholder confusion by clarifying the operation of the proposed proxy access provision and other provisions by which stockholders may nominate directors to the Board.

IV. Solicitation of Comments on Amendment Nos. 1

Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule changes, as modified by Amendment Nos. 1, are 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 Nos. SR-CBOE-2021-023; SR-CboeBYX-2021-009; SR-CboeBZX-2021-028; SR-CboeEDGA-2021-009; SR-CboeEDGX-2021-021; SR-C2-2021-007 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 Nos. SR-CBOE-2021-023; SR-CboeBYX-2021-009; SR-CboeBZX-2021-028; SR-CboeEDGA-2021-009; SR-CboeEDGX-2021-021; SR-C2-2021-007. These file numbers 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 changes that are filed with the Commission, and all written communications relating to the proposed rule changes 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 filings also will be available for inspection and copying at the principal office of the Exchanges. 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 Nos. SR-CBOE-2021-023; SR-CboeBYX-2021-009; SR-CboeBZX-2021-028; SR-CboeEDGA-2021-009; SR-CboeEDGX-2021-021; SR-C2-2021-007, and should be submitted on or before August 27, 2021.

V. Accelerated Approval of Proposed Rule Changes, as Modified by Amendment Nos. 1

The Commission finds good cause, pursuant to Section 19(b)(2) of the Act, to approve the proposed rule changes, as modified by Amendment Nos. 1, prior to the 30th day after the date of publication of Amendment Nos. 1 in the Federal Register. As discussed above, in Amendment Nos. 1 the Exchanges clarify the circumstances under which Stockholder Nominees may be excluded from the proxy materials by representing that any publicly disclosed standards used by the Board in determining and disclosing independence of CGM's directors will apply uniformly to all director nominees, including Stockholder Nominees, and will comply with all applicable laws, rules, and regulations. The Commission believes that these revisions provide needed clarity to the proposed rule changes and help to ensure the proposal is consistent with investor protection under Section 6(b)(5) of the Act. Accordingly, the Commission finds good cause for approving the proposed rule changes, as modified by Amendment Nos. 1, on an accelerated basis, pursuant to Section 19(b)(2) of the Act.

VI. Conclusion

It is therefore ordered, pursuant to Section 19(b)(2) of the Act, that the proposed rule changes (SR-CBOE-2021-023; SR-CboeBYX-2021-009; SR-CboeBZX-2021-028; SR-CboeEDGA-2021-009; SR-CboeEDGX-2021-021; SR-C2-2021-007), as modified by Amendment Nos. 1, be, and hereby are, approved on an accelerated basis.