Summary
This 8-K filing from Nasdaq, Inc. details the outcomes of its annual stockholder meeting held on April 24, 2018. Key resolutions passed include the election of all director nominees, approval of executive compensation on an advisory basis, and the ratification of the company's Equity Incentive Plan as amended and restated. Investors can also note the ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2018. A stockholder proposal for the "Shareholder Right to Act by Written Consent" was not approved. Furthermore, the filing provides a clarification of Nasdaq's common stock and certain material provisions of its Certificate of Incorporation. This includes details on the authorized capital stock, the voting rights associated with common stock (including a 5% limitation on voting power per holder), and provisions that may be considered anti-takeover measures, such as advance notice requirements for stockholder proposals and nominations, and the prohibition of stockholder action by written consent. The company also reiterated its listing on the Nasdaq Stock Market under the ticker NDAQ.
Key Highlights
- 1All director nominees were elected to serve for one-year terms.
- 2Stockholders approved executive compensation on an advisory basis ('Say-on-Pay').
- 3The company's amended and restated Equity Incentive Plan was approved by stockholders.
- 4Ernst & Young LLP was ratified as Nasdaq's independent auditor for fiscal year 2018.
- 5A proposal to grant shareholders the right to act by written consent was not approved.
- 6The filing clarifies the 5% voting limitation on Nasdaq common stock, with exceptions possible for board-approved entities.
- 7Certain provisions in the company's Certificate and By-laws, such as advance notice requirements and the prohibition of written consent, are highlighted as potentially having anti-takeover effects.