8-KLeadership ChangesExhibits & Filings

NASDAQ, INC. 8-K Report, Executive Changes (Jun 27, 2019)

Filed June 27, 2019For Securities:NDAQ

Summary

This Form 8-K filing from Nasdaq, Inc. (NDAQ) announces a significant executive transition. Thomas A. Wittman, Executive Vice President of Global Trading and Market Services, will retire effective December 31, 2019. Prior to his retirement, he will transition to an Executive Advisor role starting July 1, 2019. This transition includes a retirement agreement approved by the Board's Management Compensation Committee. The agreement ensures Mr. Wittman will continue to receive his base salary and target annual incentive award opportunity through his retirement date. Furthermore, his existing performance share unit grants will vest based on actual performance, and his restricted stock grants will vest within 60 days of his retirement. Investors should note this is a planned leadership change with pre-arranged compensation terms.

Key Highlights

  • 1Thomas A. Wittman, EVP of Global Trading and Market Services, announces retirement effective December 31, 2019.
  • 2Mr. Wittman will transition to an Executive Advisor role from July 1, 2019, until his retirement.
  • 3A retirement agreement has been approved by Nasdaq's Board of Directors' Management Compensation Committee.
  • 4Mr. Wittman will continue to receive his base salary and target annual incentive award through his retirement date.
  • 5Outstanding performance share unit grants will vest based on actual performance.
  • 6Outstanding restricted stock grants will vest within 60 days of retirement.
  • 7A press release dated June 24, 2019, details the retirement and is attached as an exhibit.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce the upcoming retirement of Thomas A. Wittman, a key executive, and to disclose the terms of his retirement agreement.

Mr. Wittman will continue to receive his base salary and target annual incentive award through his retirement date. His outstanding equity awards will also vest according to their terms, with performance shares vesting based on actual performance and restricted stock vesting within 60 days of retirement. This means Nasdaq will continue to incur compensation costs related to Mr. Wittman until the end of the year and for the vesting period of his equity.

The Executive Advisor role, held from July 1, 2019, until his retirement, suggests a phased transition. This allows for knowledge transfer and continued guidance from Mr. Wittman during his final months, ensuring a smoother handover of responsibilities within the Global Trading and Market Services division.

While the retirement of a senior executive always warrants attention, the planned transition to an Executive Advisor role and the defined retirement date suggest Nasdaq is managing this change proactively. The company is likely implementing succession plans to ensure operational continuity.