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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Election of New Director
On September 29, 2021, Ms. Toni Townes-Whitley was elected to the Board of Directors (the “Board”) of Nasdaq, Inc. (“Nasdaq”) to serve as a director, effective immediately. Nasdaq’s Board has determined that Ms. Townes-Whitley is an independent director. Ms. Townes-Whitley will serve on the Audit & Risk Committee of the Board.
As a non-employee director, Ms. Townes-Whitley will be compensated for her services pursuant to Nasdaq’s Board Compensation Policy, as amended and restated on June 16, 2021 and filed as Exhibit 10.1 to Nasdaq’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.
Ms. Townes-Whitley was not selected as a director pursuant to any arrangements or understandings with Nasdaq or with any other person, and there are no related party transactions between Nasdaq and Ms. Townes-Whitley that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Ms. Townes-Whitley’s appointment to the Board of Directors has been filed 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.
|99.1||Press release dated September 30, 2021.|
|104||Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.|
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.
|Dated: September 30, 2021||NASDAQ, INC.|
|Name:||John A. Zecca|
|Title:||Executive Vice President and Chief Legal Officer|
Nasdaq Appoints Toni Townes-Whitley to its Board of Directors
NEW YORK, September 30, 2021 Nasdaq, Inc. (Nasdaq: NDAQ), today announced the appointment of Toni Townes-Whitley to its Board of Directors. Townes-Whitley is the former President of U.S. Regulated Industries at Microsoft where she led the companys sales strategy, execution, and P&L across a $16 billion portfolio of U.S. Financial Services & Insurance, Healthcare & Life Sciences, Federal, State & Local Government and Education industries.
Townes-Whitleys appointment is effective immediately and expands the Board to 11 directors. She will be a member of the Audit & Risk Committee.
Tonis extensive technology industry leadership particularly in driving digital transformation for a diverse range of clients at Microsoft will make an immediate contribution to the Board, said Michael R. Splinter, Chairman, Nasdaq. We look forward to welcoming Toni to the Board as we advance Nasdaqs strategic direction to maximize opportunities as a technology and data analytics provider.
My passion for leveraging technology to create positive change seamlessly aligns with Nasdaqs purpose-driven mission, said Toni Townes-Whitley. I am honored to join Nasdaqs Board and work with the management team as they advance the Companys unique and innovative position to build safe, strong markets that can advance inclusive growth and prosperity for all.
Prior to joining Microsoft in 2015, Townes-Whitley served as President of CGI Federal, the IT and business consulting services firm, and held several management roles at Unisys Corporation. Townes-Whitley also serves on the boards of the PNC Financial Services Group, Johns Hopkins Medicine, the Thurgood Marshall College Fund, the Partnership for Public Service, the Princeton University Faith, Work & Ethics Initiative, and United Way Worldwide. She received a bachelors degree in Public Policy and Economics from Princeton University.
For additional biographical information on Nasdaqs Board of Directors, please visit:
Nasdaq (Nasdaq: NDAQ) is a global technology company serving the capital markets and other industries. Our diverse offering of data, analytics, software and services enables clients to optimize and execute their business vision with confidence. To learn more about the company, technology solutions and career opportunities, visit us on LinkedIn, on Twitter @Nasdaq, or at www.nasdaq.com.
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