Nasdaq Files Additional Proxy Materials

TL;DR

Nasdaq dropped more proxy docs, no new fee. Standard procedure.

AI Summary

Nasdaq, Inc. filed a Definitive Additional Materials proxy statement on June 4, 2024. This filing is related to the company's proxy materials and does not involve a new fee, as indicated by the 'No fee required' checkbox. The filing is for the fiscal year ending December 31st.

Why It Matters

This filing provides supplemental information to shareholders regarding Nasdaq's corporate governance and voting matters, which is crucial for informed shareholder participation.

Risk Assessment

Risk Level: low — This is a routine filing of additional proxy materials, not indicating any new or unusual risks.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• NASDAQ, INC. (company) — Registrant
• 151 W. 42ND STREET (location) — Business and Mail Address
• NEW YORK (location) — City for Business and Mail Address
• NY (location) — State for Business and Mail Address
• 10036 (location) — ZIP Code for Business and Mail Address
• 212 401 8700 (phone_number) — Business Phone Number
• NASDAQ OMX GROUP, INC. (company) — Former Company Name
• NASDAQ STOCK MARKET INC (company) — Former Company Name

FAQ

Key Financial Figures

• $1 — participation, Nasdaq will also make a $1 charitable donation to the Resolution P

Filing Documents

• d842108ddefa14a.htm (DEFA14A) — 21KB
• g842108g0604064602506.jpg (GRAPHIC) — 4KB
• g842108g0604064602806.jpg (GRAPHIC) — 24KB
• 0001193125-24-154363.txt ( ) — 62KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Nasdaq, Inc. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if Other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Nasdaq, Inc. (Nasdaq) is filing Definitive Additional Materials contained in this Schedule 14A with the United States Securities and Exchange Commission in connection with the solicitation of proxies from its employee shareholders for its Annual Meeting of Shareholders, which meeting is to be held virtually on June 11, 2024 at 8:00 a.m. Eastern Time, at virtualshareholdermeeting.com/NDAQ2024. On June 4, 2024, the following was posted on Nasdaqs internal website. >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> Meeting Notice: 2024 Annual Meeting of Shareholders Learn more about our 2024 Annual Meeting of Shareholders, which will take place virtually on June 11, 8 a.m. ET/2.00 p.m. CET . As a Nasdaq employeeand shareholderwe hope youll tune in to our 2024 Annual Meeting of Shareholders on June 11! Hear from Chair & CEO, Adena Friedman, and Lead Independent Director, Mike Splinter, on the companys latest financial performance as well as the items up for a vote. Nasdaqs Annual Shareholder Meeting will take place virtually on Tuesday, June 11 at 8:00 a.m. ET. Join here. Visit the microsite to learn more and vote! What is being voted on this year? The summary of proposals and the Boards recommendations below are intended to provide a general overview of voting matters and may not contain all the information that is important to you. Please review the entire Proxy Statement , as well as our Form 10-K , prior to voting. PROPOSAL RECOMMENDATION 1. Election of Directors Elect 12 directors to hold office until the 2025 Annual Meeting. The Nominating & ESG Committee has recommended, and the Board has nominated, 12 directors for election at the Annual Meeting to hold office until the 2025 Annual Meeting. We have built a highly engaged, independent Board with broad and diverse experience that is committed to representing the long-term interests of our shareholders. FOR EACH OF THE 12 DIRECTOR NOMINEES 2. Advisory Vote to Approve Executive Compensation Approve, on an advisory (non-binding) basis, the 2023 compensation of the Companys NEOs. FOR Our Board and the Management Compensation Committee are committed to executive compensation programs that align with our strategic priorities, business objectives, and shareholder interests. Compensation decisions are based on Nasdaqs financial and operational performance and reflect a continued emphasis on variable, at-risk compensation paid over the long-term. 3. Ratification of Appointment of Independent Registered Public Accounting Firm Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. FOR The Audit & Risk Committee is directly responsible for the annual review, compensation, retention, and oversight of our independent external auditor. The Audit & Risk Committee, and our Board, believe that the continued retention of Ernst & Young LLP is in the best interests of Nasdaq and its shareholders. 4. Shareholder Proposal Special Shareholder Meeting Improvement A shareholder proposal, if properly presented at the meeting, requesting amendment of the Companys governing documents to lower the stock ownership threshold to call a special meeting of shareholders. AGAINST We currently provide a shareholder-friendly right for shareholders to call a special meeting. The proposed decrease in the percentage of shares required to call a special meeting from the current 15% to 10% is unnecessary and not in the best interests of the Company and our shareholders. Moreover, shareholders voted on a substantially similar shareholder proposal at our 2022 Annual Meeting and decisively voted against the shareholder proposal. Cast your vote! If you havent already done so, take a minute or two to vote online . Every vote countsin more ways than one. To express our appreciation for your participation, Nasdaq will also make a $1 charitable donation to the Resolution Project on behalf of every unique shareholder that votes . NOTE: Shareholders of

View Full Filing

View this DEFA14A filing on SEC EDGAR