Summary
This Form 8-K filing by The Nasdaq Stock Market, Inc. (Nasdaq) on December 20, 2005, details two significant corporate actions. Firstly, it announces an exchange of preferred stock with the National Association of Securities Dealers, Inc. (NASD). Nasdaq issued one share of Series D Preferred Stock to NASD in exchange for all outstanding shares of Series B Preferred Stock. The Series D stock has voting rights similar to the Series B, designed to give NASD a controlling vote until Nasdaq transitions to operating as a registered national securities exchange. This transaction was exempt from registration under the Securities Act of 1933. Secondly, the filing announces the appointment of Anna M. Ewing as Executive Vice President Operations and Technology and Chief Information Officer, effective December 14, 2005. Ms. Ewing brings extensive experience in technology and operations from her previous roles at Nasdaq and financial institutions like CIBC World Markets and Merrill Lynch. In connection with her appointment, she was awarded 50,000 shares of restricted stock under Nasdaq's Equity Incentive Plan.
Key Highlights
- 1Nasdaq exchanged its Series B Preferred Stock for newly issued Series D Preferred Stock with the NASD.
- 2The Series D Preferred Stock grants NASD continued voting control, designed to last until Nasdaq operates as a registered national securities exchange.
- 3The stock exchange was conducted privately, exempt from registration requirements under the Securities Act of 1933.
- 4Anna M. Ewing was appointed Executive Vice President Operations and Technology and Chief Information Officer.
- 5Ms. Ewing has a strong background in technology and operations, having previously worked at Nasdaq, CIBC World Markets, and Merrill Lynch.
- 6Ms. Ewing received a Restricted Stock Award of 50,000 shares as part of her appointment.