01—Abstract
Summary
Summary of the 8-K filed June 16, 2026. Cited figures are marked; the original filing is the authoritative source.
Nasdaq, Inc. (NDAQ) has filed an 8-K report detailing the outcomes of its 2026 Annual Meeting of Shareholders held on June 10, 2026.
The meeting saw shareholders overwhelmingly approve key corporate governance and financial matters. All twelve director nominees were elected, and the company's executive compensation plan received advisory approval. Furthermore, the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified by a significant majority.
These results indicate strong shareholder confidence in the current leadership and financial oversight of Nasdaq. The high voting percentages for director elections and executive compensation suggest alignment between management and its investors on strategic direction and compensation practices. The ratification of the auditor also reinforces the transparency and integrity of Nasdaq's financial reporting processes.
02—Key points
Key Highlights
- All twelve director nominees were successfully elected to serve until the 2027 Annual Meeting of Shareholders.
- Shareholders approved the Company’s executive compensation on an advisory basis with a substantial majority.
- Ernst & Young LLP was ratified as Nasdaq's independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Voting results for director elections and executive compensation show a high 'FOR' count, indicating strong shareholder support.
- A significant number of 'BROKER NON-VOTES' were present, primarily related to the election of directors and advisory approval of executive compensation, which are common in cases where shareholders have not provided specific voting instructions.
- The company's Amended and Restated Certificate of Incorporation includes a 5% voting limitation, which was factored into the reported voting results by excluding excess shares.
03—Questions
Frequently Asked Questions
What were the main outcomes of the Nasdaq 2026 Annual Meeting of Shareholders?
The main outcomes include the election of all twelve director nominees, the advisory approval of the company's executive compensation, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year 2026.
How strong was the shareholder support for the elected directors?
Shareholder support for the elected directors was very strong, with 'FOR' votes significantly outnumbering 'AGAINST' and 'ABSTAIN' votes for each nominee. For example, Melissa M. Arnoldi received over 371 million 'FOR' votes.
What does 'advisory basis' mean for the executive compensation vote?
An advisory vote on executive compensation, often referred to as 'Say-on-Pay', is a non-binding shareholder vote. It allows shareholders to express their opinion on the company's executive compensation policies and practices, providing valuable feedback to the board of directors.
Why were there 'BROKER NON-VOTES' in the results?
'Broker non-votes' occur when a broker holding shares in "street name" for a beneficial owner does not have discretionary voting authority to vote on a particular proposal and has not received voting instructions from the beneficial owner. These were most notable in the director elections and the advisory vote on executive compensation.
04—Continue