UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 17, 2021 (
(Exact name of registrant as specified in its charter)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2021 Annual Meeting of Shareholders of Nasdaq, Inc. (the “Company”) held on June 15, 2021, the shareholders took the following actions: (i) elected each of the Company’s ten nominees for director to serve for terms of one year and until their successors are duly elected and qualified, (ii) approved the Company’s executive compensation on an advisory basis, (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 and (iv) did not approve the shareholder proposal entitled “Adopt a Mainstream Shareholder Right – Written Consent.”
The table below shows the voting results, which exclude excess shares that were ineligible to vote as a result of the 5% voting limitation in the Company’s Amended and Restated Certificate of Incorporation, as amended.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
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| Proposal 1: Election of Directors |
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| Melissa M. Arnoldi |
103,032,148 | 232,941 | 28,785 | 6,203,294 | ||||||||||||
| Charlene T. Begley |
102,835,157 | 423,594 | 35,123 | 6,203,294 | ||||||||||||
| Steven D. Black |
102,349,027 | 907,689 | 37,158 | 6,203,294 | ||||||||||||
| Adena T. Friedman |
103,118,720 | 150,434 | 24,720 | 6,203,294 | ||||||||||||
| Essa Kazim |
102,775,696 | 466,005 | 52,173 | 6,203,294 | ||||||||||||
| Thomas A. Kloet |
102,783,612 | 471,709 | 38,553 | 6,203,294 | ||||||||||||
| John D. Rainey |
102,982,531 | 273,077 | 38,266 | 6,203,294 | ||||||||||||
| Michael R. Splinter |
101,215,999 | 2,032,750 | 45,125 | 6,203,294 | ||||||||||||
| Jacob Wallenberg |
97,202,710 | 6,064,574 | 26,590 | 6,203,294 | ||||||||||||
| Alfred W. Zollar |
102,982,618 | 281,468 | 29,788 | 6,203,294 | ||||||||||||
| Proposal 2: Approval of the Company’s Executive Compensation on an Advisory Basis |
97,576,456 | 5,643,912 | 73,506 | 6,203,294 | ||||||||||||
| Proposal 3: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021 |
103,917,986 | 5,552,411 | 26,771 | 0 | ||||||||||||
| Proposal 4: Shareholder Proposal –“Adopt a Mainstream Shareholder Right – Written Consent” |
34,244,231 | 68,924,619 | 125,024 | 6,203,294 | ||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 17, 2021 | NASDAQ, INC. | |||||||||
| By: | /s/ John A. Zecca |
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| Name: John A. Zecca | ||||||||||
| Title: | Executive Vice President and Chief Legal Officer |
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