Nasdaq 8-K 2026-06-10

Form 8-K

Filed 2026-06-16. 1 sections, 8K characters. Original on sec.gov · Markdown · JSON

Dated: June 16, 2026

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 10, 2026

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 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
		Nasdaq Texas, LLC
4.500% Senior Notes due 2032	NDAQ32	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 10, 2026, Nasdaq, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders, and the Company’s shareholders took the following actions: (i) elected each of the Company’s twelve nominees for director to serve until the 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified, (ii) approved the Company’s executive compensation on an advisory basis and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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

i.	Melissa M. Arnoldi		371,650,892		801,492		204,904		26,189,922

ii.	Charlene T. Begley		342,183,018		30,268,143		206,127		26,189,922

iii.	Adena T. Friedman		354,514,962		15,796,027		2,346,298		26,189,922

iv.	Essa Kazim		369,092,164		3,320,248		244,876		26,189,922

v.	Thomas A. Kloet		366,733,439		5,681,837		242,013		26,189,922

vi.	Kathryn A. Koch		371,710,164		740,300		206,824		26,189,922

vii.	Holden Spaht		371,900,236		502,397		254,655		26,189,922

viii.	Michael R. Splinter		361,469,555		10,964,230		223,502		26,189,922

ix.	Johan Torgeby		371,712,026		684,311		260,951		26,189,922

x.	Toni Townes-Whitley		371,715,298		736,563		205,428		26,189,922

xi.	Jeffery W. Yabuki		364,590,859		7,594,153		472,276		26,189,922

xii.	Alfred W. Zollar		369,424,150		2,761,679		471,458		26,189,922

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES

Proposal 2: Approval of the Company’s Executive Compensation on an Advisory Basis			357,897,727		13,506,434		1,253,128		26,189,922

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES

Proposal 3: Ratification of the Appointment of Ernst & Young LLP as Nasdaq’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026			376,643,806		22,134,699		166,909		0

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.