01—Abstract
Summary
Summary of the 8-K filed May 21, 2020. Cited figures are marked; the original filing is the authoritative source.
This 8-K filing from Nasdaq, Inc. (NDAQ) reports on the outcomes of its Annual Meeting of Shareholders held on May 19, 2020.
Key decisions included the election of all ten director nominees for one-year terms and the approval of executive compensation on an advisory basis. Shareholders also approved the amended and restated Employee Stock Purchase Plan and ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2020.
A notable outcome was the rejection of a shareholder proposal seeking to adopt a new shareholder right for written consent. The voting results indicate strong support for the board's slate of directors and the company's existing compensation structure, as well as confidence in its auditor.
02—Key points
Key Highlights
- All ten director nominees were elected to serve one-year terms.
- Shareholders approved the company's executive compensation on an advisory (say-on-pay) basis.
- The amended and restated Employee Stock Purchase Plan received shareholder approval.
- Ernst & Young LLP was ratified as Nasdaq's independent registered public accounting firm for FY2020.
- A shareholder proposal to adopt a 'Written Consent' right was not approved.
- Voting results for director elections and executive compensation showed significant support.
- Proposal 4 (Ratification of Auditor) had the highest 'FOR' vote percentage.
03—Questions
Frequently Asked Questions
What were the main outcomes of the Nasdaq Annual Shareholder Meeting on May 19, 2020?
The main outcomes were the election of all ten director nominees, the advisory approval of executive compensation, the approval of the amended Employee Stock Purchase Plan, and the ratification of Ernst & Young LLP as the auditor for fiscal year 2020. A shareholder proposal regarding 'Written Consent' was not approved.
How did shareholders vote on executive compensation?
Shareholders approved the company's executive compensation on an advisory basis, with approximately 101 million 'FOR' votes compared to approximately 3.19 million 'AGAINST' votes.
Was the company's choice of auditor approved?
Yes, the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2020, was ratified by shareholders with a substantial majority of 'FOR' votes.
What was the shareholder proposal that was not approved?
The shareholder proposal that was not approved was titled 'Adopt a New Shareholder Right – Written Consent.' This proposal aimed to allow shareholders to act by written consent, which was rejected by a majority of the votes cast.
04—Continue