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): March 29, 2022 (March 23, 2022)
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<br> <br>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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|---|
| (b) | Resignation of Named Executive Officer |
| --- | --- |
On March 29, 2022, Nasdaq, Inc. (the “Company”) announced that Lauren B. Dillard has resigned as the Company’s Executive Vice President, Investment Intelligence, effective April 8, 2022. Oliver Albers, currently the Company’s Senior Vice President and Head of Data, has been appointed Executive Vice President, Investment Intelligence, to replace Ms. Dillard. A copy of the press release regarding Ms. Dillard’s resignation has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description |
|---|---|
| 99.1 | Press release dated March 29, 2022. |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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: March 29, 2022 | NASDAQ, INC. | |
|---|---|---|
| By: | /s/ John A. Zecca | |
| Name: | John A. Zecca | |
| Title: | Executive Vice President and Chief Legal Officer |
EX-99.1
Exhibit 99.1
| N E W S R E L E A S E |
|---|
Nasdaq Appoints Oliver Albers Executive Vice President, Head of Investment Intelligence
NEW YORK – MARCH 29, 2022 – Nasdaq today announced that Oliver Albers has been appointed Executive Vice President, Head of Investment Intelligence. Albers, who is currently the Senior Vice President, Global Head of Data for the Investment Intelligence business, will lead the strategic direction of the group to drive the next phase of growth across Nasdaq’s data, index and analytics offerings. Lauren Dillard, Executive Vice President, Head of Investment Intelligence, has resigned to take an executive role at a private equity firm.
Albers is a two-decade veteran of Nasdaq with considerable capital markets and financial technology experience and has served as an instrumental leader in the company’s strategic evolution to a purpose-driven global technology company. His proven track record of leadership and dedication to client success has propelled the impressive growth of the Investment Intelligence segment, where he worked closely with Dillard on the development of Investment Intelligence’s strategy and the continued delivery of execution excellence.
During his 22-year career at Nasdaq, Albers has developed a deep understanding and expertise from various leadership roles across research, product development, sales, and operations. Under Albers’ leadership, the Data team launched numerous industry-shifting solutions, driving SaaS revenue and expanding Investment Intelligence through several key acquisitions that continue to shape the team today.
“Oliver is an exceptional leader with profound industry expertise, strong client relationships, and proven success in product development and market expansion,” said Adena Friedman, President and Chief Executive Officer, Nasdaq. “We have a deep bench of talent at Nasdaq and Oliver has been instrumental in the transformation of Investment Intelligence over the past 20 years. As a well-recognized leader in the development of next generation data and analytics solutions, market structure, and financial technology, Oliver is the right leader to lead the Investment Intelligence business and drive its next phase of growth.”
Friedman continued, “Lauren is a widely recognized and well-respected leader who has made an outsized impact on our organization and our teams. She has built a resilient business that is strongly positioned for the next phase of our growth. We would like to thank Lauren for her contributions and wish her the best.”
“I am thrilled to have the opportunity to lead this team of talented and dedicated colleagues as we consistently deliver remarkable growth with a clear focus on our clients,” said Oliver Albers, Executive Vice President of Investment Intelligence. “We will continue to drive innovation across all business segments and strengthen our execution in areas including cloud-enabled capabilities, expansion of our portfolio of index, data and analytics solutions across private and public markets.”
About Nasdaq
Nasdaq (Nasdaq: NDAQ) is a global technology company serving the capital markets and other industries. Our diverse offering of data, analytics, software, and services enables clients to optimize and execute their business vision with confidence. To learn more about the company, technology solutions and career opportunities, visit us on LinkedIn, on Twitter @Nasdaq, or at www.nasdaq.com.
Forward-Looking Statements
This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about Nasdaq’s strategy and growth. We caution that these statements are not guarantees of future performance. Actual results may differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements involve a number of risks, uncertainties or other factors beyond Nasdaq’s control. These factors include, but are not limited to factors detailed in Nasdaq’s annual report on Form 10-K, and periodic reports filed with the U.S. Securities and Exchange Commission. We undertake no obligation to release any revisions to any forward-looking statements.
Media Contact
Emily Pan
emily.pan@nasdaq.com
+1 (646) 637-3964
-NDAQG-