UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2011 (December 14, 2011)
The NASDAQ OMX Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-32651 | 52-1165937 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| One Liberty Plaza, New York, New York | 10006 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: +1 212 401 8700
No change since last report
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
| (d) | Appointment of Directors |
(1) On December 14, 2011, The NASDAQ OMX Group, Inc. (“NASDAQ OMX”) board of directors appointed Steven D. Black as a director effective immediately.
(2) Not applicable.
(3) Not applicable.
(4) Not applicable.
(5) Mr. Black will be compensated in accordance with NASDAQ OMX’s existing board compensation policy.
A copy of the press release announcing Mr. Black’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit |
Exhibit Description | |
| 99.1 | Press Release dated December 16, 2011. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE NASDAQ OMX GROUP, INC. | ||||
| Dated: December 20, 2011 |
By: | /s/ Edward S. Knight | ||
| Edward S. Knight | ||||
| Executive Vice President and General Counsel | ||||
Exhibit 99.1
PRESS RELEASE
NASDAQ OMX Appoints New Board Member
Steven D. Black Appointed to the NASDAQ OMX Board
NEW YORK, December 16, 2011 — The NASDAQ OMX Group, Inc. (Nasdaq:NDAQ) today announced the addition of Steven D. Black to the NASDAQ OMX Board of Directors following his appointment by the board on December 14, 2011.
Mr. Black is the former Vice Chairman of JPMorgan Chase and member of JPMorgan Chase’s Operating Committee and Executive Committee. He served as Vice Chairman from January 2010 until 2011 after serving as Executive Chairman of J.P. Morgan’s Investment Bank since September 2009. He was co-CEO of the Investment Bank from 2004 to 2009.
Prior to his role as co-CEO of the Investment Bank, he was deputy co-CEO since 2003. Before that Mr. Black was head of the Global Equities business since joining the firm in the spring of 2000, following a career with Citigroup and his predecessor firms.
Mr. Black began his career at Smith Barney in 1974 as a trainee. He worked as a trader and managed trading businesses for a number of years before being named head of the Tax Exempt Securities Group in 1988. In 1996, he was promoted to Chief Operating Officer of the firm. After the Smith Barney merger with Salomon Brothers, he was named Vice Chairman and continued in that role at the time of the Citigroup merger with Salomon Smith Barney in 1998.
“We are elated Mr. Black has joined our board of directors,” said H. Furlong Baldwin, Chairman, NASDAQ OMX. “Mr. Black brings a wealth of invaluable experience and a history of achievement and success in the financial services industry.”
Robert Greifeld, Chief Executive Officer, NASDAQ OMX, said, “We welcome Mr. Black and his expertise as NASDAQ OMX continues to execute its business plan in an increasingly complex global economy.”
NASDAQ OMX’s board of directors is comprised of 17 members with the addition of Mr. Black.
About NASDAQ OMX Group
The NASDAQ OMX Group, Inc. is the world’s largest exchange company. It delivers trading, exchange technology and public company services across six continents, with more than 3,500 listed companies. NASDAQ OMX offers multiple capital raising solutions to companies around the globe, including its U.S. listings market, NASDAQ OMX Nordic, NASDAQ OMX Baltic, NASDAQ OMX First North, and the U.S. 144A sector. The company offers trading across multiple asset classes including equities, derivatives, debt, commodities, structured products and exchange-traded funds. NASDAQ OMX technology supports the operations of over 70 exchanges, clearing organizations and central securities depositories in more than 50 countries. NASDAQ OMX Nordic and NASDAQ OMX Baltic are not legal entities but describe the common offering from NASDAQ OMX exchanges in Helsinki, Copenhagen, Stockholm, Iceland, Tallinn, Riga, and Vilnius. For more information about NASDAQ OMX, visit http://www.nasdaqomx.com. Please follow NASDAQ OMX on Facebook (http://www.facebook.com/pages/NASDAQ-OMX/108167527653) and Twitter (http://www.twitter.com/nasdaqomx).
NASDAQ OMX Media Contact:
Frank De Maria
+212.231.5183
Frank.demaria@nasdaqomx.com
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