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NASDAQ, INC. 8-K Report, Executive Changes (May 11, 2015)

Filed May 11, 2015For Securities:NDAQ

Summary

This 8-K filing from The NASDAQ OMX Group, Inc. (now Nasdaq) on May 11, 2015, primarily details the outcomes of its annual meeting of stockholders held on May 6, 2015. Key among these is the approval of the amended and restated Nasdaq Executive Corporate Incentive Plan (ECIP), designed to comply with Section 162(m) of the Internal Revenue Code. This plan, retroactively effective from January 1, 2015, replaces the previous 2010 plan and aims to provide performance-based cash incentives to executives, subject to the management compensation committee's selection. The filing also reports on the election of all director nominees for one-year terms, the advisory approval of executive compensation, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2015. Notably, a stockholder proposal regarding the "Right to Act by Written Consent" was not approved by the shareholders.

Key Highlights

  • 1Stockholders approved the Nasdaq Executive Corporate Incentive Plan (ECIP), as amended and restated, effective retroactively from January 1, 2015.
  • 2The ECIP replaces the 2010 Executive Corporate Incentive Plan and is designed to comply with Section 162(m) of the Internal Revenue Code for performance-based executive compensation.
  • 3All director nominees presented by Nasdaq were elected to serve one-year terms.
  • 4The company's executive compensation was approved on an advisory basis by the stockholders.
  • 5Ernst & Young LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2015.
  • 6A stockholder proposal seeking the "Right to Act by Written Consent" was not approved.
  • 7The filing confirms no changes to the registrant's principal executive offices or former name/address since the last report.

Frequently Asked Questions

The ECIP is an incentive plan designed to offer performance-based cash awards to select executives. Its approval by stockholders allows Nasdaq to continue providing such compensation in a manner that complies with Section 162(m) of the Internal Revenue Code, which governs the deductibility of certain executive compensation.

The main outcomes were the approval of the new ECIP, the election of all director nominees, the advisory approval of executive compensation, and the ratification of the independent auditor, Ernst & Young LLP. However, a proposal allowing stockholders to act by written consent was rejected.

The filing lists eleven nominees for director, including Charlene T. Begley, Steven D. Black, Börje E. Ekholm, Robert Greifeld, Glenn H. Hutchins, Essa Kazim, Thomas A. Kloet, John D. Markese, Ellyn A. McColgan, Michael R. Splinter, and Lars R. Wedenborn. All were elected to serve one-year terms until their successors are elected and qualified.

Ratifying the appointment of Ernst & Young LLP ensures continuity and auditor independence for the fiscal year 2015. This is a standard procedure where stockholders confirm the audit committee's choice of independent accounting firm, providing assurance on the accuracy and integrity of the company's financial statements.