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.

 

Dated: June 27, 2023				NASDAQ, INC.
				By:		/s/ John A. Zecca
				Name:		John A. Zecca
				Title:		Executive Vice President and Chief Legal Officer