8-KCorporate ChangesExhibits & Filings

NASDAQ, INC. 8-K Report, Bylaw Amendment (Apr 20, 2011)

Filed April 20, 2011For Securities:NDAQ

Summary

This 8-K filing from The NASDAQ OMX Group, Inc. (NDAQ) on April 20, 2011, primarily details amendments to the company's By-Laws that became effective on April 14, 2011. The most significant changes for investors include the renaming of the Nominating Committee to the Nominating & Governance Committee, reflecting a broader scope of responsibilities, and a clarification regarding broker non-votes in director elections. This clarification ensures that broker non-votes are not counted for or against a director's election, which could impact voting outcomes in director nominations.

Key Highlights

  • 1The NASDAQ OMX Group, Inc. amended its By-Laws effective April 14, 2011.
  • 2The Nominating Committee of the Board of Directors has been renamed the Nominating & Governance Committee.
  • 3A subsidiary, NASDAQ OMX PHLX, was renamed from 'NASDAQ OMX PHLX, Inc.' to 'NASDAQ OMX PHLX LLC' following its conversion to a limited liability company.
  • 4By-Law Article IV, Section 4.4 was clarified to state that broker non-votes are not counted as votes for or against a director.
  • 5The amended and restated By-Laws are attached as Exhibit 3.2 to the filing.
  • 6This filing is considered non-fundamental in nature, focusing on internal governance and subsidiary structure.

Frequently Asked Questions

The main purpose of this 8-K filing is to report on amendments made to The NASDAQ OMX Group, Inc.'s By-Laws, which became effective on April 14, 2011. These amendments relate to committee names and voting procedures.

The renaming of the Nominating Committee to the Nominating & Governance Committee suggests an expansion of its responsibilities to include oversight of corporate governance matters in addition to director nominations. This reflects a commitment to robust governance practices.

The clarification that broker non-votes do not count for or against a director's election is important for understanding the voting mechanics. It means that only actual votes cast by shareholders or their proxies will determine whether a director is elected, potentially influencing the required vote threshold for director approval.

These By-Law amendments are primarily related to corporate governance and organizational structure. There are no direct or immediate significant financial implications for investors mentioned in this filing.