Nasdaq 8-K 2023-06-21

Form 8-K

Filed 2023-06-27. 1 sections, 7K characters. Original on sec.gov · Markdown · JSON

Dated: June 27, 2023

NASDAQ, INC.

/s/ John A. Zecca

John A. Zecca

Executive Vice President and Chief Legal Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 21, 2023

Nasdaq, Inc.

(Exact name of registrant as specified in its charter)


Delaware		001-38855		52-1165937
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)


151 W. 42nd Street, New York, New York		10036
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: +1 212 401 8700

No change since last report

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	NDAQ	The Nasdaq Stock Market
0.900% Senior Notes due 2033	NDAQ33	The Nasdaq Stock Market
0.875% Senior Notes due 2030	NDAQ30	The Nasdaq Stock Market
1.75% Senior Notes due 2029	NDAQ29	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 21, 2023, the Company held its 2023 Annual Meeting of Shareholders, and the Company’s shareholders took the following actions: (i) elected each of the Company’s eleven nominees for director to serve until the 2024 Annual Meeting of Shareholders and until their successors are duly elected and qualified, (ii) approved the Company’s executive compensation on an advisory basis, (iii) approved an advisory vote to conduct future advisory votes on executive compensation every year, (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 and (v) did not approve the shareholder proposal entitled “Independent Board Chairman.”

The table below shows the voting results, which exclude excess shares that were ineligible to vote as a result of the 5% voting limitation in the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”).


	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
Proposal 1: Election of Directors
Melissa M. Arnoldi		290,363,032		3,855,238		186,345		22,843,855
Charlene T. Begley		286,350,638		7,869,691		184,286		22,843,855
Steven D. Black		280,754,204		13,425,303		225,108		22,843,855
Adena T. Friedman		276,113,239		17,583,404		707,972		22,843,855
Essa Kazim		292,007,387		2,162,716		234,512		22,843,855
Thomas A. Kloet		291,623,529		2,586,093		194,993		22,843,855
Michael R. Splinter		281,844,862		12,399,173		160,580		22,843,855
Johan Torgeby		293,779,177		466,555		158,883		22,843,855
Toni Townes-Whitley		290,742,055		3,463,162		199,398		22,843,855
Jeffery W. Yabuki		293,846,632		355,513		202,470		22,843,855
Alfred W. Zollar		290,275,920		3,957,146		171,549		22,843,855

Proposal 2: Approval of the Company’s Executive Compensation on an Advisory Basis		277,610,720		16,213,058		580,837		22,843,855


		ONE YEAR		TWO YEARS		THREE YEARS		ABSTAIN		BROKER NON-VOTES
Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation		290,907,367		260,629		3,096,949		139,670		22,843,855


	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Proposal 4: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023	303,129,640	13,983,541	135,289	—

Proposal 5: Shareholder Proposal – “Independent Board Chairman”	82,465,270	211,434,174	505,171	22,843,855

Consistent with its shareholder vote on Proposal 3, Nasdaq shall include an advisory vote of the shareholders on executive compensation in Nasdaq’s proxy materials every year until the next shareholder vote on the frequency of advisory votes on executive compensation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.