8-K/ALeadership Changes

NASDAQ, INC. 8-K/A Report, Executive Changes (Nov 6, 2015)

Filed November 6, 2015For Securities:NDAQ

Summary

This Form 8-K/A filing from Nasdaq, Inc. serves as an amendment to a previous filing, providing updated details on the compensation package for Ann M. Dennison, who is set to become Senior Vice President, Controller, and Principal Accounting Officer effective April 1, 2016. The amendment clarifies compensation details that were not finalized at the time of the initial disclosure. Key details include Ms. Dennison's base salary, a sign-on bonus, and eligibility for annual cash incentives tied to performance. Additionally, the filing outlines her initial equity grant, comprising restricted stock units (RSUs) and performance share units (PSUs) with specific vesting schedules, as well as her anticipated annual equity grants starting in 2016. This information is crucial for investors assessing the company's executive compensation structure and potential future dilution from equity awards.

Key Highlights

  • 1Amendment to a previous 8-K filing concerning executive appointments.
  • 2Provides finalized compensation details for Ann M. Dennison, incoming Senior Vice President, Controller, and Principal Accounting Officer.
  • 3Ms. Dennison's annual base salary is set at $375,000.
  • 4She will receive a sign-on bonus of $150,000.
  • 5Eligible for an annual cash incentive award with a target value of $375,000, with potential payouts ranging from 0% to 200% based on performance.
  • 6Received an initial equity grant valued at $200,000 (50% RSUs, 50% PSUs) with performance-based vesting.
  • 7Beginning in 2016, Ms. Dennison is eligible for annual equity grants with a target value of at least $300,000.

Frequently Asked Questions

The primary purpose of this 8-K/A filing is to amend a prior Form 8-K to provide complete details regarding the compensation package for Ann M. Dennison, who is slated to become Nasdaq's Senior Vice President, Controller, and Principal Accounting Officer. The initial filing disclosed her appointment but lacked specific compensation information.

Ms. Dennison's compensation package includes an annual base salary of $375,000, a $150,000 sign-on bonus, and eligibility for an annual cash incentive award with a target of $375,000 (variable based on performance). She also received an initial equity grant valued at $200,000 and is slated to receive annual equity grants of at least $300,000 starting in 2016.

Ms. Dennison officially becomes Senior Vice President, Controller, and Principal Accounting Officer on April 1, 2016. Her initial equity grant of $200,000 consists of 50% Restricted Stock Units (RSUs) that vest over three years and 50% Performance Share Units (PSUs) that vest on December 31, 2017, contingent on achieving performance goals.

Ms. Dennison is eligible for an annual cash incentive award with a target value of $375,000. The payout for this award can range between 0% and 200% of the target, meaning the potential maximum payout could be $750,000, depending on the achievement of specific performance goals set by the company.