8-KLeadership ChangesSecurities & ListingCorporate Changes+1

NASDAQ, INC. 8-K Report, Unregistered Securities Sale (Dec 20, 2005)

Filed December 20, 2005For Securities:NDAQ

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.

Frequently Asked Questions

The exchange of Series B Preferred Stock for Series D Preferred Stock was to maintain NASD's voting control over Nasdaq during its transition to operating as a registered national securities exchange. The Series D stock is structured to lose its voting rights and be redeemed by Nasdaq once its subsidiary, The NASDAQ Stock Market LLC, commences operations as a national securities exchange.

Anna M. Ewing has been appointed Executive Vice President Operations and Technology and Chief Information Officer. She has a significant background in technology and operations, having served in senior roles at Nasdaq and prior to that at CIBC World Markets and Merrill Lynch.

Yes, in connection with her appointment, Ms. Ewing was awarded 50,000 shares of restricted stock under the Nasdaq Equity Incentive Plan.

This filing primarily concerns internal corporate governance and executive appointments. The exchange of preferred stock with NASD is an internal restructuring related to Nasdaq's regulatory status, not a direct change to the publicly traded shares available to investors. The appointment of Ms. Ewing is a key executive hire for operational and technological leadership.