8-KShareholder Matters

NASDAQ, INC. 8-K Report, Shareholder Vote Results (May 12, 2017)

Filed May 12, 2017For Securities:NDAQ

Summary

This 8-K filing from Nasdaq, Inc. (NDAQ) reports on the outcomes of its annual meeting of stockholders held on May 10, 2017. Key outcomes include the election of all director nominees, approval of executive compensation on an advisory basis, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2017. Stockholders also approved holding an advisory vote on executive compensation annually going forward. Notably, a stockholder proposal seeking the "Right to Act by Written Consent" was not approved. The voting results demonstrate strong shareholder support for the company's leadership and financial oversight, with overwhelming approval for director elections and auditor ratification. The advisory vote on executive pay also passed comfortably, indicating general shareholder confidence in the compensation structure.

Key Highlights

  • 1All Nasdaq director nominees were elected for one-year terms.
  • 2Stockholders approved the company's executive compensation on an advisory (non-binding) basis.
  • 3An advisory vote to hold future executive compensation votes annually was approved.
  • 4Ernst & Young LLP was ratified as Nasdaq's independent registered public accounting firm for fiscal year 2017.
  • 5A stockholder proposal allowing for 'Right to Act by Written Consent' was not approved.
  • 6The voting results reflect significant shareholder support for the company's governance and financial practices.
  • 7Broker non-votes were noted for several proposals, indicating shares held by brokers without voting instructions from beneficial owners.

Frequently Asked Questions

The annual meeting saw the election of all director nominees, approval of executive compensation on an advisory basis, and ratification of Ernst & Young LLP as the independent auditor. Additionally, shareholders voted in favor of holding advisory votes on executive compensation every year.

No, the stockholder proposal entitled 'Right to Act by Written Consent' was not approved by the stockholders.

The advisory vote on executive compensation is a non-binding vote where shareholders express their opinion on the company's executive pay packages. Nasdaq's shareholders approved this on an advisory basis, indicating general satisfaction with the current compensation structure. The company will now hold this vote annually.

Ernst & Young LLP has been ratified as Nasdaq's independent registered public accounting firm for the fiscal year ending December 31, 2017.