Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information about security ownership of certain beneficial owners and management, as required by Item 403 of Regulation S-K, is incorporated by reference from the discussion under the heading “Other Items-Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

Equity Compensation Plan and ESPP Information

Nasdaq’s Equity Plan provides for the issuance of our equity securities to all employees and directors as part of their compensation plan, though employees in certain of our locations may be ineligible due to local securities laws and regulations.

In addition, in jurisdictions where participation in the ESPP is permitted, all our employees are eligible. Employees may purchase shares of our common stock at a 15% discount to the lesser of the closing price of our common stock on (i) the first trading day of the offering period or (ii) the last trading day of the offering period. Offering periods under the ESPP are six months in duration. As of December 31, 2020, over 99.0% of our employees are eligible to participate.

The Equity Plan and the ESPP have been previously approved by our stockholders. The following table sets forth information regarding outstanding options and shares reserved for future issuance under all of Nasdaq’s compensation plans as of December 31, 2020.

(1) The amounts in this column include only the number of shares to be issued upon exercise of outstanding options, warrants and rights. As of December 31, 2020, we also had 2,618,588 shares to be issued upon vesting of outstanding restricted stock and PSUs.

(2) This amount includes 9,837,094 shares of common stock that may be awarded pursuant to the Equity Plan and 4,433,764 shares of common stock that may be issued pursuant to the ESPP.