8-KLeadership ChangesShareholder Matters

NASDAQ, INC. 8-K Report, Executive Changes (Jun 28, 2022)

Filed June 28, 2022For Securities:NDAQ

Summary

This 8-K filing from Nasdaq, Inc. (NDAQ) reports on two primary events: the execution of a new employment agreement with Chief Information and Chief Technology Officer, Bradley J. Peterson, and the outcomes of the company's 2022 Annual Meeting of Shareholders. The new employment agreement for Mr. Peterson extends through December 31, 2025, with a guaranteed base salary of no less than $650,000 annually, a target bonus of no less than $975,000, and annual equity awards with a target value of at least $2.5 million. The agreement also outlines specific severance packages in various termination scenarios, including provisions for termination without cause, for good reason, and in connection with a change in control, alongside standard benefits and restrictive covenants.

Key Highlights

  • 1Nasdaq has entered into a new employment agreement with its Chief Information and Chief Technology Officer, Bradley J. Peterson, extending his tenure through December 31, 2025.
  • 2Mr. Peterson's new agreement guarantees a minimum annual base salary of $650,000, a target annual bonus of at least $975,000, and annual equity awards with a target value of no less than $2.5 million.
  • 3The agreement details severance packages for various termination scenarios, including 'Cause', 'Good Reason', retirement, death, permanent disability, and change in control events, with enhanced benefits for termination following a change in control.
  • 4Shareholders elected all ten director nominees to serve until the 2023 Annual Meeting.
  • 5The advisory vote on executive compensation was approved by shareholders.
  • 6Shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2022.
  • 7A significant shareholder action was the approval to amend the company's charter to increase authorized shares of common stock, enabling a 3-for-1 forward stock split.

Frequently Asked Questions

The new agreement, effective June 22, 2022, through December 31, 2025, guarantees Mr. Peterson a minimum annual base salary of $650,000, a target annual bonus of at least $975,000, and annual equity incentive awards with a target value of at least $2.5 million. It also outlines severance benefits for various termination scenarios and includes a two-year non-compete clause post-termination.

At the annual meeting, shareholders elected all ten director nominees, approved executive compensation on an advisory basis, ratified the appointment of Ernst & Young LLP as auditors, and crucially, approved an amendment to increase the number of authorized shares to facilitate a 3-for-1 stock split. A shareholder proposal regarding special shareholder meetings was not approved.

Severance benefits vary by termination reason. If terminated by the Company without 'Cause' or by Mr. Peterson for 'Good Reason' (outside of a Change in Control), he is eligible for a pro-rata bonus, continued equity vesting, and offsets for post-retirement health benefits. In the event of termination without 'Cause' or for 'Good Reason' within 24 months following a 'Change in Control', he would receive enhanced severance, including two times his prior year's base salary plus target bonus, a pro-rata bonus, and extended health/insurance coverage.

The amendment to Nasdaq's Amended and Restated Certificate of Incorporation was approved to increase the total number of authorized shares of common stock. This increase is specifically to enable Nasdaq to execute a previously announced 3-for-1 forward stock split in the form of a stock dividend.