View:
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
July 26, 2001
------------------------------------------------
Date of Report (Date of Earliest Event Reported)
The Nasdaq Stock Market, Inc.
------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 000-32651 52-1165937
- -------------------------- ----------------- -----------------
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
One Liberty Plaza
New York, New York 10006
---------------------------------------------------
(Address of Principal Executive Offices and Zip Code)
(212) 858-4750
---------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
N/A
--------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
------------
See attached Exhibit 99.1, press release announcing that,
effective upon the approval of the applicable board, Frank G. Zarb
will be stepping down as Chairman of The Nasdaq Stock Market, Inc.
("Nasdaq") as well as Chairman of the National Association of
Securities Dealers, Inc. (the "NASD"). Hardwick Simmons, Chief
Executive Officer of Nasdaq, will succeed Mr. Zarb as Chairman of
Nasdaq and Robert R. Glauber, President and Chief Executive
Officer of the NASD, will succeed Mr. Zarb as Chairman of the
NASD. Nasdaq's board of directors is scheduled to vote on the
management change on September 26, 2001 and the NASD board of
governors is scheduled to vote on the management change on
September 20, 2001.
SIGNATURE
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.
Date: July 27, 2001
THE NASDAQ STOCK MARKET, INC.
By: /s/ Edward S. Knight
----------------------
Edward S. Knight
Executive Vice President and
General Counsel
Exhibit 99.1
------------
[NASD Press Release logo]
For Release: July 26, 2001
Contact: Andy MacMillan
212-858-4150
Nancy Condon
202-728-8379
Scott Peterson
202-728-8955
Robert Glauber and Wick Simmons Named to Replace Frank Zarb as
Chairmen of NASD and NASDAQ
New York, NY--The National Association of Securities Dealers, Inc.
(NASD(R)) announced today that its Board of Governors has approved an
executive management transition plan to be voted on at its Board meeting
in September that will name Robert R. Glauber Chairman of the NASD and
Wick Simmons Chairman of Nasdaq(R). When approved, Frank Zarb will
relinquish his positions as Chairman of Nasdaq and Chairman of the NASD.
These changes will become effective upon the NASD Board vote on September
20 and the Nasdaq Board vote on September 26.
Zarb, after a distinguished career that saw Nasdaq become one of the most
recognized and respected markets, will have a continued role with both
Nasdaq and the NASD until February 2002, including his role as Chairman of
Nasdaq Europe. Simmons, in addition to becoming Chairman, retains his
position as Chief Executive Officer of Nasdaq. Glauber retains the titles
of President and Chief Executive Officer of the NASD.
"Nasdaq is positioned to continue its growth," said Wick Simmons. "I
welcome enthusiastically this opportunity to build on what Frank Zarb has
accomplished, and recognize the critical importance Nasdaq plays in not
only the life of our U.S. economy, but around the world. That Nasdaq plays
such a role is testament to Frank's vision and his ability to bring that
vision to life. Not only do we at Nasdaq owe Frank a debt of gratitude,
but so does each investor, each public company, each member firm and those
that will follow."
Robert Glauber said, "I am honored to succeed Frank Zarb as Chairman of
the NASD and am grateful to him and the entire Board of Governors for
their confidence. As the leading self-regulatory organization in the
securities industry, this is a pivotal time for the NASD. With our new
independence and focus, we will concentrate on our primary mission of
fostering the most efficient, transparent and fair securities markets in
the world. And we have an unprecedented opportunity to strive for similar
market integrity and investor confidence in exchanges and markets that we
have not traditionally helped to regulate. These are vital and ambitious
goals--and it will be my privilege to lead the finest market integrity
professionals on earth as we pursue them."
Since joining the NASD as Chairman in February 1997, Zarb has led dramatic
changes in the markets, notably:
* Restoring investor confidence in the integrity of Nasdaq and
raising its image to one of the world's preeminent markets;
* Leading the NASD through a historic restructuring and
demutualization, leading up to an IPO for Nasdaq;
* Being a visionary in the globalization of stock markets. With the
formation of Nasdaq Japan in June 2000 and Nasdaq Europe in April
2001, Nasdaq is the only market in the world with stock trading
operations on three continents;
* Winning approval for SuperMontage, Nasdaq's next generation trading
system, which will provide investors and the markets more
transparency than ever seen before; and
* Overseeing the launch of Nasdaq's MarketSite, bringing Wall Street to
Main Street, and providing investors more information than ever
before.
Commenting on the moves, Zarb said, "The appointments of Wick and Bob
insure a smooth transition in leadership this fall for both the NASD and
Nasdaq. Wick Simmons is showing the kind of leadership and marketing savvy
that will move Nasdaq to a position of global preeminence. Bob Glauber is
returning the NASD to its roots as a self-regulatory organization and has
continued to foster the revitalization of The American Stock Exchange
(AMEX(R)). The AMEX, under the leadership of its Chairman and Chief
Executive Officer, Sal Sodano, has thrived and continues to be a
significant player in the world's financial markets. I am happy to say
that all three organizations are moving forward and are in good hands."
Management Background
Robert R. Glauber, 62, assumed the position of CEO and President of NASD
on November 1, 2000. Before becoming CEO, Glauber had been an active
member of NASD's Board since 1996. During the development of the NASD
restructuring proposal, he chaired the board's Fairness Committee, which
provided an independent assessment of the proposal.
Before coming to the NASD, Glauber taught at the Center for Business and
Government at Harvard University's Kennedy School of Government. Glauber
joined the Kennedy School faculty in 1992, after serving as Under
Secretary for Finance at the Treasury Department from 1989 until 1992.
Glauber served as Executive Director of the Brady Commission task force,
appointed by President Ronald Reagan to study the 1987 stock market crash.
Previously, he was a professor for more than two decades at the Harvard
Business School.
Glauber serves on a number of boards, including the Federal Reserve Bank
of Boston.
Wick Simmons, 61, began as Chief Executive Officer of Nasdaq on February
1, 2001. Simmons brought over 30 years of securities industry experience
to Nasdaq. Prior to joining the company, Simmons served as President and
Chief Executive Officer of Prudential Securities Incorporated, the
investment and brokerage firm, and Prudential Securities Group Inc., the
firm's holding company. He is a former member of Prudential Securities'
Operating Committee and Operating Council and the Prudential Securities
Group Inc. Board of Directors.
Prior to joining Prudential in 1991, Simmons was President of the Private
Client Group at Shearson Lehman Brothers, Inc. In this role, he oversaw
the firm's Retail organization, which consisted of 10,500 Financial
Consultants in 475 branches, as well as the Marketing and Sales and
Financial Services divisions. Simmons began his career in the securities
industry in 1966 when he became a Financial Advisor at Hayden Stone, a
predecessor firm of Shearson Lehman Brothers, Inc.
Frank Zarb, 66, is currently Chairman of both NASD, Inc. and The
Nasdaq Stock Market, Inc. Prior to joining the NASD in 1997, Zarb
was Chairman, CEO and President of Alexander & Alexander Services,
Inc., from June 1994 through January 1997. Before that, he was a
Vice Chairman and Group Chief Executive of The Travelers, Inc. and
Chairman and Chief Executive Officer of Smith Barney, a Travelers'
subsidiary, which he joined in 1988. He was named Group Chief
Executive in 1993. Zarb was elected a Vice Chairman of Travelers,
Inc. in 1991. Before joining Smith Barney, he was a senior partner
of Lazard Freres & Co. from 1978 until 1988.
From 1974 through 1977, Zarb was the senior official of all United States
government energy-related activities, serving as Executive Director of the
Cabinet-level Energy Resources Council, Administrator of the Federal
Energy Administration, and Assistant to the President for Energy Affairs
(the "Energy Czar"). Prior to those appointments, he had been Associate
Director of the Office of Management and Budget from 1973 to 1974 and
served as Assistant Secretary of Labor between 1971 and 1972. He has
served in various assignments with Nixon, Ford, Reagan, Bush, and Clinton
administrations.
Before entering public service, Zarb acquired considerable experience in
the securities industry where he began his career with Goodbody and Co. in
1962. He is a member of the Board of Trustees of the Gerald R. Ford
Foundation and a former Chairman of the Board of Hofstra University, where
he still serves as a Board member. Zarb, who earned his B.S. and M.B.A.
degrees in business from Hofstra University, was awarded an honorary
Doctor of Law degree by the University and the school's Outstanding
Scholar Award.
The NASD is the largest securities-industry, self-regulatory
organization in the United States. It is the parent organization of
NASD Regulation, Inc.; the American Stock Exchange, LLC; and NASD
Dispute Resolution, Inc. For more information about the NASD and its
subsidiaries, please visit the following Web sites: www.nasd.com ;
www.nasdr.com; www.amex.com; www.nasdadr.com.
The Nasdaq Stock Market lists over 4,300 companies, has a larger dollar
volume, and trades more shares per day than any other U.S. market. For
more information about Nasdaq, visit the Nasdaq Web site at www.nasdaq.com
or the Nasdaq NewsroomSM at www.nasdaqnews.com .