8-K
NASDAQ, INC. (NDAQ)
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): May 21, 2020 (May 19, 2020)
Nasdaq, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38855 | 52-1165937 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
| 151 W. 42nd Street,<br> <br>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<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | NDAQ | 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 |
| 1.75% Senior Notes due 2023 | NDAQ23 | 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. |
|---|
At the Annual Meeting of shareholders of Nasdaq, Inc. (the “Company”) held on May 19, 2020, the shareholders took the following actions: (i) elected each of the Company’s ten nominees for director to serve for terms of one year and until their successors are duly elected and qualified, (ii) approved the Company’s executive compensation on an advisory basis, (iii) approved the Employee Stock Purchase Plan, as amended and restated, (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 and (v) did not approve the shareholder proposal entitled “Adopt a New Shareholder Right – Written Consent.”
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.
| FOR | AGAINST | ABSTAIN | BROKER <br>NON-VOTES | |||||
|---|---|---|---|---|---|---|---|---|
| Proposal 1: Election of Directors | ||||||||
| Melissa M. Arnoldi | 102,942,041 | 1,293,790 | 39,828 | 5,314,902 | ||||
| Charlene T. Begley | 102,881,411 | 1,353,769 | 40,479 | 5,314,902 | ||||
| Steven D. Black | 102,219,009 | 2,013,013 | 43,637 | 5,314,902 | ||||
| Adena T. Friedman | 104,209,824 | 39,568 | 26,267 | 5,314,902 | ||||
| Essa Kazim | 102,926,702 | 1,302,073 | 46,884 | 5,314,902 | ||||
| Thomas A. Kloet | 103,442,546 | 791,770 | 41,343 | 5,314,902 | ||||
| John D. Rainey | 102,938,895 | 1,293,250 | 43,514 | 5,314,902 | ||||
| Michael R. Splinter | 101,249,493 | 2,984,256 | 41,910 | 5,314,902 | ||||
| Jacob Wallenberg | 98,338,333 | 5,895,197 | 42,129 | 5,314,902 | ||||
| Alfred W. Zollar | 102,912,763 | 1,319,850 | 43,046 | 5,314,902 | ||||
| Proposal 2: Approval of the Company’s Executive Compensation on an Advisory Basis | 101,041,078 | 3,189,696 | 44,885 | 5,314,902 | ||||
| Proposal 3: Approval of the Employee Stock Purchase Plan, as Amended and Restated | 104,121,907 | 114,889 | 38,863 | 5,314,902 | ||||
| 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, 2020 | 105,038,447 | 4,515,859 | 36,255 | 0 | ||||
| Proposal 5: Shareholder Proposal – “Adopt a New Shareholder Right - Written Consent” | 36,569,406 | 67,598,444 | 107,809 | 5,314,902 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 21, 2020 | NASDAQ, INC. | |
|---|---|---|
| By: | /s/ John A. Zecca | |
| Name: | John A. Zecca | |
| Title: | Executive Vice President and Chief Legal Officer |