UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | |||||