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NASDAQ, INC. 8-K Report, Shareholder Vote Results (Apr 27, 2018)

Filed April 27, 2018For Securities:NDAQ

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.

Frequently Asked Questions

The main outcomes were the election of all director nominees, approval of executive compensation on an advisory basis, approval of the amended and restated Equity Incentive Plan, and ratification of Ernst & Young LLP as the independent auditor. A proposal for shareholders to act by written consent was not approved.

Holders of Nasdaq common stock are entitled to one vote per share, but no single person can exercise voting rights for shares exceeding 5% of the then-outstanding common stock. Exceptions may be granted by the board of directors under specific conditions.

Yes, the filing mentions several provisions in Nasdaq's Certificate and By-laws that may be considered anti-takeover measures. These include advance notice requirements for stockholder proposals and director nominations, a prohibition on stockholders acting by written consent, and the existence of authorized but unissued shares of common and preferred stock.

Nasdaq is authorized to issue 300,000,000 shares of common stock ($0.01 par value) and 30,000,000 shares of preferred stock ($0.01 par value). As of March 31, 2018, there were 172,396,708 shares of common stock issued and 166,946,592 outstanding.