8-KCorporate ChangesExhibits & Filings

NASDAQ, INC. 8-K Report, Bylaw Amendment (Nov 19, 2014)

Filed November 19, 2014For Securities:NDAQ

Summary

This Form 8-K filing from The NASDAQ OMX Group, Inc. (now Nasdaq, Inc.) primarily announces amendments to its Certificate of Incorporation and Bylaws. These changes, approved by stockholders and the SEC, aim to clarify the procedures for granting exemptions to the company's existing 5% voting limitation. This limitation generally restricts any single stockholder from voting more than 5% of the company's outstanding voting shares. While the board of directors has historically not granted any exemptions to this voting cap and has no immediate plans to do so, the amendments are intended to remove potential ambiguities in the governing documents. This provides greater clarity on the board's authority and the process should they decide to grant an exemption in the future. Investors should note that this is a procedural update and does not signal any immediate change in Nasdaq's voting structure or ownership policies.

Key Highlights

  • 1Nasdaq amended its Certificate of Incorporation and Bylaws, effective November 17, 2014.
  • 2These amendments clarify the procedures for the board of directors to grant exemptions to the 5% voting limitation.
  • 3The 5% voting limitation generally prohibits a stockholder from voting shares exceeding this threshold.
  • 4Stockholder approval for the charter amendment was obtained at the May 7, 2014 annual meeting.
  • 5The amendments remove potential ambiguities in Article Fourth, Paragraph C(6) of the Charter and Section 12.5 of the Bylaws.
  • 6The board of directors has never granted an exemption to the voting limitation and has no current plans to do so.
  • 7The filing includes the Certificate of Amendment and the updated Bylaws as exhibits.

Frequently Asked Questions

The main purpose of this filing is to announce amendments to Nasdaq's Certificate of Incorporation and Bylaws that clarify the procedures for granting exemptions to the company's 5% voting limitation. It's a technical update to ensure clear governance procedures.

For the vast majority of shareholders, this filing will not have a direct impact. The amendments primarily concern the board's process for potentially granting an exemption to the 5% voting cap, which has historically not been done and is not currently planned. The existing 5% voting limitation for individual stockholders remains in place.

No, the fundamental voting structure has not changed. The amendments are procedural and are designed to clarify the existing rules around exemptions to the 5% voting limitation, not to alter the limitation itself or grant new voting rights.

The 5% voting limitation is a provision in Nasdaq's governing documents that generally prevents a single stockholder from voting more than 5% of the company's outstanding voting shares. The amendments clarify the process the board would follow if they were to ever grant an exemption to this rule.