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NASDAQ, INC. 8-K Report, Shareholder Vote Results (Jun 17, 2021)

Reports
Shareholder Matters
Filing Date
Filed June 17, 2021
Period End
June 15, 2021
Security
NDAQ
In the record · 2016–202610-K1110-Q328-K133

NDAQ filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 133 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jul ’17Jul ’17
  2. Material agreement8-K · Apr ’20Apr ’20
  3. Leadership change8-K · Jul ’22Jul ’22
  4. Material agreement8-K · Jul ’26Jul ’26

Summary

Summary of the 8-K filed June 17, 2021. Cited figures are marked; the original filing is the authoritative source.

Nasdaq, Inc. (NDAQ) filed an 8-K report on June 16, 2021, detailing the outcomes of its Annual Meeting of Shareholders held on June 15, 2021.

The primary focus of this filing is the voting results on several key corporate matters. Shareholders overwhelmingly re-elected all ten director nominees to serve for the upcoming year, indicating strong confidence in the current board's leadership and direction. Furthermore, the executive compensation plan received advisory approval, suggesting shareholder alignment with the company's remuneration strategies for its top executives.

In addition to governance matters, the appointment of Ernst & Young LLP as Nasdaq's independent registered public accounting firm for the fiscal year ending December 31, 2021, was ratified with substantial support. However, a shareholder proposal seeking to adopt a "Mainstream Shareholder Right – Written Consent" did not receive approval, indicating a divergence of opinion on this specific corporate governance change. These outcomes provide valuable insights into shareholder sentiment regarding board composition, executive pay, auditor independence, and certain shareholder rights.

Key Highlights

  1. All ten director nominees were re-elected by shareholders for one-year terms, demonstrating broad support for the current board.
  2. Shareholders approved, on an advisory basis, the company's executive compensation, signaling confidence in the remuneration practices.
  3. The appointment of Ernst & Young LLP as the independent registered public accounting firm for FY 2021 was ratified.
  4. A shareholder proposal to adopt a "Written Consent" right for shareholders was not approved.
  5. Voting results for directors and executive compensation showed high levels of 'FOR' votes, with significant broker non-votes present.
  6. The shareholder proposal on Written Consent received a majority of 'AGAINST' votes, indicating shareholder rejection of the proposal.

Frequently Asked Questions

  1. What were the main topics voted on at the Nasdaq shareholder meeting?

    The main topics voted on included the election of directors, advisory approval of executive compensation, ratification of the independent auditor (Ernst & Young LLP), and a shareholder proposal regarding 'Written Consent' rights.

  2. Were all the proposed directors elected?

    Yes, all ten nominees for director were elected by the shareholders to serve for one-year terms.

  3. Did shareholders approve Nasdaq's executive compensation?

    Yes, shareholders approved the company's executive compensation on an advisory basis, meaning they voted in favor of the compensation packages as presented.

  4. What was the outcome of the shareholder proposal on Written Consent?

    The shareholder proposal entitled 'Adopt a Mainstream Shareholder Right – Written Consent' was not approved by the shareholders, as it received more 'AGAINST' votes than 'FOR' votes.