Edgar Filing: NASDAQ, INC.

Dated: May 9, 2016

Nasdaq, Inc.

/s/ EDWARD S. KNIGHT

Edward S. Knight

Executive Vice President and General Counsel

8-K

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): May 9, 2016 (May 5, 2016)

Nasdaq, 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 5.07. Submission of Matters to a Vote of Security Holders.

At Nasdaq’s annual meeting of stockholders held on May 5, 2016, the stockholders elected each of Nasdaq’s nominees for director to serve for terms of one year and until their successors are duly elected and qualified. The stockholders also approved the Company’s executive compensation on an advisory basis, ratified the appointment of Ernst & Young LLP as Nasdaq’s independent registered public accounting firm for the fiscal year ending December 31, 2016 and approved the stockholder proposal entitled “Shareholder Proxy Access.”

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.


		For		Against		Abstain		Broker Non-Votes
Proposal I:	Election of Directors
	Charlene T. Begley		101,559,367		30,722		45,710		7,983,303
	Steven D. Black		101,030,172		558,687		46,940		7,983,303
	Börje E. Ekholm		99,961,103		1,641,303		33,393		7,983,303
	Robert Greifeld		101,337,814		265,060		32,925		7,983,303
	Glenn H. Hutchins		100,272,359		1,317,128		46,312		7,983,303
	Essa Kazim		101,331,706		267,473		36,620		7,983,303
	Thomas A. Kloet		101,565,563		37,849		32,387		7,983,303
	Ellyn A. McColgan		100,525,557		1,064,521		45,721		7,983,303
	Michael R. Splinter		100,686,691		900,634		48,474		7,983,303
	Lars R. Wedenborn		101,565,708		37,359		32,732		7,983,303
Proposal II:	Approve the Company’s Executive Compensation on an Advisory Basis		99,797,185		1,697,605		141,009		7,983,303
Proposal III:	Ratify the Appointment of Ernst & Young LLP as Nasdaq’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2016		107,816,129		1,768,881		34,092		N/A
Proposal IV:	Consider the Stockholder Proposal Entitled “Shareholder Proxy Access”		74,441,181		24,618,726		2,193,322		8,364,559

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.