Nasdaq, Inc. Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: NDAQ · Form: DEF 14A · Filed: Apr 26, 2024 · CIK: 1120193

Nasdaq, Inc. DEF 14A Filing Summary
FieldDetail
CompanyNasdaq, Inc. (NDAQ)
Form TypeDEF 14A
Filed DateApr 26, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$3.9 b, $1 billion, $1.1 billion, $700 million, $31 billion
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Nasdaq, Annual Meeting, Corporate Governance

TL;DR

<b>Nasdaq, Inc. has filed its Definitive Proxy Statement for the 2024 Annual Meeting, detailing corporate governance and executive compensation matters.</b>

AI Summary

NASDAQ, INC. (NDAQ) filed a Proxy Statement (DEF 14A) with the SEC on April 26, 2024. Nasdaq, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 26, 2024. The filing pertains to the company's 2024 Annual Meeting of Stockholders, with a report period ending June 11, 2024. The company's principal executive offices are located at 151 W. 42nd Street, New York, NY 10036. Nasdaq, Inc. was formerly known as NASDAQ OMX GROUP, INC. and NASDAQ STOCK MARKET INC. The filing indicates no fee was required for this filing, or it was paid previously.

Why It Matters

For investors and stakeholders tracking NASDAQ, INC., this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation, board nominations, and other voting matters before the annual meeting. As a major exchange operator, Nasdaq's proxy statement provides insights into its governance practices, which can influence investor confidence and regulatory scrutiny.

Risk Assessment

Risk Level: low — NASDAQ, INC. shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for publicly traded companies and does not contain new material events or significant financial disclosures beyond typical proxy information.

Analyst Insight

Shareholders should review the proxy statement to make informed voting decisions on executive compensation and board appointments.

Key Numbers

  • 2024-04-26 — Filing Date (DEF 14A)
  • 2024-06-11 — Report Period End Date (DEF 14A)
  • 1231 — Fiscal Year End (Company Data)
  • 2023-12-31 — Fiscal Year End (Executive Compensation Data)

Key Players & Entities

  • NASDAQ, INC. (company) — Registrant
  • 2024-04-26 (date) — Filing Date
  • DEF 14A (document) — Filing Type
  • 20240611 (date) — Report Period End Date
  • 151 W. 42ND STREET (address) — Business Address
  • New York (location) — Business Address City
  • 10036 (postal_code) — Business Address Zip
  • NASDAQ OMX GROUP, INC. (company) — Former Company Name

FAQ

When did NASDAQ, INC. file this DEF 14A?

NASDAQ, INC. filed this Proxy Statement (DEF 14A) with the SEC on April 26, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by NASDAQ, INC. (NDAQ).

Where can I read the original DEF 14A filing from NASDAQ, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by NASDAQ, INC..

What are the key takeaways from NASDAQ, INC.'s DEF 14A?

NASDAQ, INC. filed this DEF 14A on April 26, 2024. Key takeaways: Nasdaq, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 26, 2024.. The filing pertains to the company's 2024 Annual Meeting of Stockholders, with a report period ending June 11, 2024.. The company's principal executive offices are located at 151 W. 42nd Street, New York, NY 10036..

Is NASDAQ, INC. a risky investment based on this filing?

Based on this DEF 14A, NASDAQ, INC. presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for publicly traded companies and does not contain new material events or significant financial disclosures beyond typical proxy information.

What should investors do after reading NASDAQ, INC.'s DEF 14A?

Shareholders should review the proxy statement to make informed voting decisions on executive compensation and board appointments. The overall sentiment from this filing is neutral.

How does NASDAQ, INC. compare to its industry peers?

Nasdaq operates as a global technology company serving the capital markets industry, providing trading, clearing, settlement, and data services.

Are there regulatory concerns for NASDAQ, INC.?

As a regulated entity, Nasdaq is subject to SEC rules and regulations governing proxy solicitations and corporate disclosures.

Industry Context

Nasdaq operates as a global technology company serving the capital markets industry, providing trading, clearing, settlement, and data services.

Regulatory Implications

As a regulated entity, Nasdaq is subject to SEC rules and regulations governing proxy solicitations and corporate disclosures.

What Investors Should Do

  1. Review the proxy statement for details on executive compensation packages.
  2. Evaluate director nominees and proposals requiring shareholder votes.
  3. Understand Nasdaq's corporate governance policies and any proposed amendments.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual proxy statement. Specific comparative data from a previous filing is not detailed within this document excerpt.

Filing Stats: 4,312 words · 17 min read · ~14 pages · Grade level 15 · Accepted 2024-04-26 16:32:38

Key Financial Figures

  • $3.9 b — 3. Delivered record net revenues 1 of $3.9 billion, including crossing the $1 billio
  • $1 billion — of $3.9 billion, including crossing the $1 billion mark in net revenues for the first time
  • $1.1 billion — a single quarter, achieving revenues of $1.1 billion in the fourth quarter. Returned over
  • $700 million — in the fourth quarter. Returned over $700 million to our shareholders through quarterly d
  • $31 billion — world's financial system. Generated $31 billion in net inflows to exchange traded produ
  • $473 billion — ng Nasdaq indices, ending the year with $473 billion in assets under management. Accelerat
  • $11 billion — ting company IPOs that raised more than $11 billion in proceeds. Enhanced Value Creation
  • $3.9 billion — lts. For the full year, Nasdaq achieved $3.9 billion in net revenues, representing year-over
  • $2.1 billion — growth of 9%, or 5% organically, 1 and $2.1 billion in non-GAAP 2 operating income, represe
  • $80 million — ction approximately 70% of the targeted $80 million in net expense synergies by the end of
  • $100 million — asdaq strategy, with a goal of at least $100 million in incremental revenue through cross-se
  • $1 — your participation, Nasdaq will make a $1 charitable donation to the Resolution P

Filing Documents

Executive Compensation

Executive Compensation 64 Proposal 2: Advisory Vote to Approve Executive Compensation 65 Compensation Discussion and Analysis 66 Management Compensation Committee Report 96 Management Compensation Committee Interlocks and Insider Participation 96

Executive Compensation Tables

Executive Compensation Tables 97 Employment Agreements and Potential Payments Upon Termination or Change in Control 102 Pay Versus Performance 110 CEO Pay Ratio 114 Audit & Risk 115 Audit & Risk Committee Report 116 Annual Evaluation and 2024 Selection of Independent Auditor 117 Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm 119 Other Items 120 Proposal 4: Shareholder Proposal – Special Shareholder Meeting Improvement 121 Other Business 125

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 125 Delinquent Section 16(a) Reports 127 Nasdaq's Employee Networks 128 Executive Officers 129 Certain Relationships and Related Transactions 132 Annual Meeting FAQs 134 Annex A 140 Non-GAAP Financial Measures 141 Table of Contents About Nasdaq Strategic Framework Core Purpose We advance economic progress for all Long-Term Vision We will be the trusted fabric of the world's financial system Value Proposition We deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy A Trusted and Scaled Partner to the World's Financial System Organized into three divisions, our businesses are focused on delivering resilient and scalable growth for our clients across our key pillars of Liquidity, Transparency, and Integrity. This divisional structure is unified with a One Nasdaq go-to-market approach to define our operations, manage our business, and create a consistent experience for our clients. Capital Access Platforms Data & Listing Services Index Workflow & Insights Financial Technology Financial Crime Management Technology Regulatory Technology Capital Markets Technology Market Services Trading Services 3-year TSR1 1 In this Proxy Statement, TSR for a particular period is calculated by adding cumulative dividends to the ending stock price and dividing this by the beginning stock price. GAAP EPS Non-GAAP EPS 1 Table of Contents 2024 |Nasdaq Proxy Statement 2023 Results net revenues, an increase of 9%, in ARR as of December 31, 2023, an increase of 29%, or 5% organically excluding impacts from or 6% organically excluding impacts from Adenza and Adenza and foreign exchange rates, foreign exchange rates, as compared to 2022 as compared to 2022 U.S. IPO win rate for operating in cash flow from operations companies for The Nasdaq Stock Market in 2023 Creating Shareholder Value Completed transformative Increase in quarterly divi

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