8-K/AShareholder Matters

NASDAQ, INC. 8-K/A Report, Shareholder Vote Results (Aug 8, 2011)

Filed August 8, 2011For Securities:NDAQ

Summary

This filing is an amendment to a previous 8-K report filed by The NASDAQ OMX Group, Inc. (NASDAQ OMX) on June 2, 2011. The amendment clarifies the company's decision regarding the frequency of advisory votes on executive compensation, often referred to as 'say-on-pay'. Following a stockholder preference indicated at the 2011 annual meeting of stockholders on May 26, 2011, NASDAQ OMX's Board of Directors has resolved to include an advisory vote on executive compensation in its proxy materials annually.

Key Highlights

  • 1Amendment to a previous 8-K filing to provide an update on the frequency of advisory votes on executive compensation.
  • 2Stockholders expressed a preference for an annual advisory vote on executive compensation at the 2011 annual meeting.
  • 3NASDAQ OMX's Board of Directors has formally decided to implement annual advisory votes on executive compensation.
  • 4This decision aligns the company's practices with the expressed will of its shareholders.
  • 5The 'say-on-pay' advisory vote will be included in proxy materials annually until a new vote on frequency is held.
  • 6The filing date is August 8, 2011, with the earliest event date being May 26, 2011.

Frequently Asked Questions

This filing serves as an amendment to a prior 8-K report. It provides a formal update on The NASDAQ OMX Group, Inc.'s decision regarding the frequency of advisory votes on executive compensation, following shareholder input.

At the 2011 annual meeting of stockholders held on May 26, 2011, shareholders indicated their preference for the advisory vote on executive compensation ('say-on-pay') to be held annually.

The Board of Directors has decided to hold an advisory vote on executive compensation annually, consistent with the preference expressed by its stockholders. This vote will be included in the company's proxy materials each year.

The advisory vote on executive compensation will be included in NASDAQ OMX's proxy materials once every year. This practice will continue until the next stockholder vote on the frequency of such advisory votes.