NYSE National amends bylaws to broaden director nomination criteria
The amendment, effective immediately on Oct. 22, 2026, removes the ETP-holder requirement for fair-representation directors and updates the bylaws' title and cross-reference.
On October 22, 2026, NYSE National, Inc. filed a proposed rule change with the Securities and Exchange Commission (Release No. 34-106756; File No. SR-NYSENAT-2026-28; FR Doc No: 2026-22263). The filing is being published as a notice of immediate effectiveness, and the Commission is seeking comments from interested persons.
The amendment to the Eighth Amended and Restated Bylaws removes the requirement that the fair-representation director be an ETP Holder or a Person Associated with an ETP Holder. It also revises Article III, Section 3.4(b) so the Nominating Committee may publish the name(s) of any individual(s) as its nominee(s) for Non-Affiliated Directors, rather than being limited to current ETP Holders or associated persons.
In addition, the Exchange proposes a non-substantive technical change to the bylaws' title, replacing "Eighth" with "Ninth," and a corrective cross-reference update in Article V, Section 5.7, changing a reference from Section 3.5 to Section 3.4.
The Exchange cites Section 6(b) of the Exchange Act as the statutory basis and states the changes are consistent with the governing documents of its affiliates, NYSE LLC and NYSE American LLC, as well as other self-regulatory organizations such as Nasdaq and CBOE BYX. The filing asserts that the amendment imposes no unnecessary burden on competition and is intended solely to give the Nominating Committee greater flexibility in director nominations.
The proposed rule change is effective immediately upon filing on October 22, 2026, and will apply to NYSE National's governance structure, its members, and any persons associated with its exchange members.
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