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    SEC Form 8-K filed by Nasdaq Inc.

    6/16/25 4:00:28 PM ET
    $NDAQ
    Investment Bankers/Brokers/Service
    Finance
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    8-K
    false 0001120193 0001120193 2025-06-11 2025-06-11 0001120193 ndaq:CommonStock.01parvaluepershareMember 2025-06-11 2025-06-11 0001120193 ndaq:FourPointFiveZeroZeroSeniorNotesDue2032Member 2025-06-11 2025-06-11 0001120193 ndaq:ZeroPointNineZeroZeroSeniorUnsecuredNotesDue2033Member 2025-06-11 2025-06-11 0001120193 ndaq:ZeroPointEightSevenFivePercentSeniorNotesDue2030Member 2025-06-11 2025-06-11 0001120193 ndaq:OnePointSevenFivePercentSeniorNotesDue2029Member 2025-06-11 2025-06-11
     
     

    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, 2025

     

     

    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

    (Address of principal executive offices)

     

    10036

    (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, 2025, Nasdaq, Inc. (the “Company”) held its 2025 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 2026 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, 2025 and (iv) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow for the limited exculpation of officers of the Company.

    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        390,408,725          677,809          236,098          24,966,220  
    Charlene T. Begley        380,419,863          10,665,190          237,579          24,966,220  
    Adena T. Friedman        368,013,975          20,261,144          3,047,513          24,966,220  
    Essa Kazim        389,440,021          1,629,794          252,817          24,966,220  
    Thomas A. Kloet        387,025,140          4,016,685          280,807          24,966,220  
    Kathryn A. Koch        390,465,740          616,692          240,200          24,966,220  
    Holden Spaht        390,750,585          269,846          302,201          24,966,220  
    Michael R. Splinter        378,571,117          12,457,643          293,872          24,966,220  
    Johan Torgeby        390,720,007          287,042          315,583          24,966,220  
    Toni Townes-Whitley        390,222,385          863,365          236,882          24,966,220  
    Jeffery W. Yabuki        383,559,867          7,297,368          465,397          24,966,220  
    Alfred W. Zollar        390,293,642          560,676          468,314          24,966,220  
    Proposal 2: Approval of the Company’s Executive Compensation on an Advisory Basis        374,959,617          15,236,717          1,126,298          24,966,220  

     


          

    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, 2025        393,774,323          22,299,446          215,083          —   
    Proposal 4: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Allow for the Limited Exculpation of Officers of the Company        353,204,032          37,846,944          271,656          24,966,220  


    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: June 16, 2025     NASDAQ, INC.
        By:  

    /s/ John A. Zecca

        Name:   John A. Zecca
        Title:   Executive Vice President and Chief Legal Officer
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