Form 8-K - Current report

Dated: June 14, 2024

NASDAQ, INC.

/s/ John A. Zecca

John A. Zecca

Executive Vice President and Chief Legal Officer

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 11, 2024

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 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
4.500% Senior Notes due 2032	NDAQ32	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 11, 2024, the Company held its 2024 Annual Meeting of Shareholders, and the Company’s shareholders took the following actions: (i) elected each of the Company’s twelve nominees for director to serve until the 2025 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) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 and (iv) did not approve the shareholder proposal entitled “Special Shareholder Meeting Improvement.”

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		340,861,019		1,197,497		529,831		24,194,441
Charlene T. Begley		328,937,060		13,132,551		518,736		24,194,441
Adena T. Friedman		320,106,741		17,766,017		4,715,589		24,194,441
Essa Kazim		341,211,398		883,743		493,206		24,194,441
Thomas A. Kloet		340,181,614		1,891,598		515,135		24,194,441
Kathryn A. Koch		341,702,405		381,015		504,927		24,194,441
Holden Spaht		341,705,283		387,703		495,361		24,194,441
Michael R. Splinter		328,572,623		13,492,077		523,647		24,194,441
Johan Torgeby		341,656,425		305,282		626,640		24,194,441
Toni Townes-Whitley		340,852,168		1,231,004		505,175		24,194,441
Jeffery W. Yabuki		340,776,902		1,271,122		540,323		24,194,441
Alfred W. Zollar		339,103,263		2,978,364		506,720		24,194,441

Proposal 2: Approval of the Company’s Executive Compensation on an Advisory Basis		333,421,804		8,540,999		625,544		24,194,441


	FOR	AGAINST	ABSTAIN	BROKER NON- VOTES
Proposal 3: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024	344,543,179	21,747,864	491,745	—

Proposal 4: Shareholder Proposal – “Special Shareholder Meeting Improvement”	85,306,557	256,613,144	668,646	24,194,441

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.

Document and Entity Information	Jun. 11, 2024
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001120193
Document Type	8-K
Document Period End Date	Jun. 11, 2024
Entity Registrant Name	Nasdaq, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-38855
Entity Tax Identification Number	52-1165937
Entity Address, Address Line One	151 W. 42nd Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	212
Local Phone Number	401 8700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock .01parvaluepershare [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	NDAQ
Security Exchange Name	NASDAQ
Four Point Five Zero Zero Senior Notes Due 2032 [Member]
Document And Entity Information [Line Items]
Security 12b Title	4.500% Senior Notes due 2032
Trading Symbol	NDAQ32
Security Exchange Name	NASDAQ
Zero Point Nine Zero Zero Senior Unsecured Notes Due 2033 [Member]
Document And Entity Information [Line Items]
Security 12b Title	0.900% Senior Notes due 2033
Trading Symbol	NDAQ33
Security Exchange Name	NASDAQ
Zero Point Eight Seven Five Percent Senior Notes Due 2030 [Member]
Document And Entity Information [Line Items]
Security 12b Title	0.875% Senior Notes due 2030
Trading Symbol	NDAQ30
Security Exchange Name	NASDAQ
One Point Seven Five Percent Senior Notes Due 2029 [Member]
Document And Entity Information [Line Items]
Security 12b Title	1.75% Senior Notes due 2029
Trading Symbol	NDAQ29
Security Exchange Name	NASDAQ