May 20, 2013.
On March 27, 2013, NASDAQ OMX BX, Inc. (“BX” or “Exchange”) 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 Article IV, Section 4.3 of the Exchange's By-Laws (“BX By-Laws”) with respect to the composition of the Exchange's Board of Directors (“BX Board”).
The proposed rule change was published for comment in the Federal Register on April 8, 2013.
The Commission received no comments on the proposal.
After careful review, the Commission finds that the proposed rule change is Start Printed Page 31994consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange 
and, in particular, the requirements of Sections 6(b)(3) 
and 6(b)(5) of the Act.
The proposal will reduce from three to one the minimum number of Public Directors 
that will be required to be included in the calculation of Non-Industry Directors 
for the purpose of determining the number of Non-Industry Directors that may serve on the BX Board. The Exchange proposed this change in light of the cessation in 2012 by the Boston Options Exchange LLC (“BOX”) of its operations as an options trading facility of the Exchange 
and the termination of the Regulatory Services Agreement (“RSA”) between BX and BOX.
To accommodate BOX when BOX was a BX facility, three Public Directors were required to be included in the calculation of the number of Non-Industry Directors on the BX Board.
The Commission notes that, although only one Public Director must be included in the composition of Non-Industry Directors as a result of the proposed rule change, the requirement in BX By-Law Article IV, Section 4.3 that the number of Non-Industry Directors must equal or exceed the sum of Industry Directors 
and Member Representative Directors 
will continue to be met. Moreover, the Commission notes that, as a result of the proposed rule change, the BX Board composition requirement regarding Public Directors now will be similar to the board composition requirements of NASDAQ OMX PHLX LLC (“Phlx”) and The NASDAQ Stock Market LLC (“NASDAQ”), both of which require that the number of Non-Industry Directors must include at least one Public Director.
In addition, the Commission notes that the BX Board will continue to have three Public Directors, because the BX Board still will need to have three Public Directors available to serve on its Regulatory Oversight Committee, as required by BX By-Law Article IV, Section 4.13. For the foregoing reasons, the Commission believes that the proposed rule change is consistent with the Act.
It is therefore ordered, pursuant to Section 19(b)(2) of the Act,
that the proposed rule change (SR-BX-2013-029) be, and it hereby is, approved.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
Kevin M. O'Neill,
[FR Doc. 2013-12486 Filed 5-24-13; 8:45 am]
BILLING CODE 8011-01-P