8-KLeadership ChangesExhibits & Filings

NASDAQ, INC. 8-K Report, Executive Changes (Feb 24, 2011)

Filed February 24, 2011For Securities:NDAQ

Summary

This Form 8-K filing by The NASDAQ OMX Group, Inc. (NDAQ) on February 24, 2011, primarily announces a change in its Board of Directors. Börje Ekholm was appointed to the board, effective February 17, 2011, as per a stockholders' agreement with Investor AB. This appointment signifies a strategic alignment, as Investor AB has the right to nominate a director as long as it holds at least 5% of NDAQ's common stock. Mr. Ekholm's dual role as President and CEO of Investor AB, which has existing financial and customer relationships with NDAQ through its portfolio company SEB, is also detailed. This move could influence future strategic decisions and governance at NDAQ.

Key Highlights

  • 1Appointment of Börje Ekholm to the Board of Directors, effective February 17, 2011.
  • 2Appointment is in accordance with a stockholders' agreement with Investor AB.
  • 3Investor AB has the right to nominate one director as long as it holds at least 5% of NDAQ's common stock.
  • 4Mr. Ekholm is also the President and CEO of Investor AB.
  • 5Mr. Ekholm has been appointed to the Finance Committee of the Board.
  • 6Investor AB's portfolio company, SEB, has existing credit and customer relationships with NDAQ.

Frequently Asked Questions

Börje Ekholm was appointed to the Board of Directors of The NASDAQ OMX Group, Inc. on February 17, 2011. His appointment is a result of a stockholders' agreement with Investor AB, allowing Investor AB to nominate a director as long as it maintains at least 5% ownership in NDAQ. Mr. Ekholm also serves as the President and CEO of Investor AB.

The stockholders' agreement grants Investor AB the right to nominate one director to the NDAQ board, provided it holds at least 5% of NDAQ's outstanding common stock. This ensures Investor AB has a voice in the company's governance as a significant shareholder. Mr. Ekholm's appointment to the Finance Committee further integrates this representation.

While not explicitly stated as a conflict of interest in the filing, it's noted that Mr. Ekholm is the CEO of Investor AB, which has financial dealings with NDAQ through its portfolio company, SEB. SEB is a lender under NDAQ's credit facilities and a customer of NDAQ. Investors should be aware of these existing business relationships.

Mr. Ekholm will be compensated according to NASDAQ OMX's standard board compensation policy for directors.