UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
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Preliminary Proxy Statement | |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
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Definitive Proxy Statement | |
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Definitive Additional Materials | |
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Soliciting Material Pursuant to §240.14a-12 | |
Nasdaq, Inc.
(Name of Registrant as Specified In its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
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| ¨ | Fee paid previously with preliminary materials. | |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 5, 2016.
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| NASDAQ, INC. |
Meeting Information
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| Meeting Type: | Annual Meeting | |||||||||
| For holders as of: | March 7, 2016 | |||||||||
| Date: May 5, 2016 | Time: 9:00 AM EDT | |||||||||
| Location: | Nasdaq | |||||||||
| Principal Executive Offices | ||||||||||
| One Liberty Plaza | ||||||||||
| 50th floor | ||||||||||
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New York, NY 10006 | |||||||||
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NASDAQ, INC. ONE LIBERTY PLAZA 49TH FLOOR NEW YORK, NY 10006 ATTN: EDWARD DITMIRE |
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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| Before You Vote How to Access the Proxy Materials
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| Proxy Materials Available to VIEW or RECEIVE: | ||||||||
| NOTICE AND PROXY STATEMENT ANNUAL REPORT FORM 10-K
How to View Online: Have the information that is printed in the box marked by the arrow
How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box
marked by the arrow
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 21, 2016 to facilitate timely delivery.
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How To Vote Please Choose One of the Following Voting Methods
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| Vote In Person: All stockholders may vote in person at the annual meeting. If you wish to attend the annual meeting, you will need to request an admission ticket in advance. Please check the meeting materials for further instructions. |
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Vote By Internet: Go to
www.proxyvote.com or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Shareholder Meeting Registration: To vote and/or attend the meeting, go to “Register for Meeting” link at www.proxyvote.com.
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(located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.
| Voting Items |
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The Board of Directors recommends you vote FOR the following:
1. Election of 10 Directors
Nominees
1a. Charlene T. Begley
1b. Steven D. Black
1c. Börje E. Ekholm
1d. Robert Greifeld
1e. Glenn H. Hutchins
1f. Essa Kazim
1g. Thomas A. Kloet
1h. Ellyn A. McColgan
1i. Michael R. Splinter
1j. Lars R. Wedenborn |
The Board of Directors recommends you vote FOR proposals 2 and 3.
2. Advisory vote to approve the company’s executive compensation
3. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016
The Board of Directors is seeking input on proposal 4, but is not making a voting recommendation on this proposal.
4. A Stockholder Proposal Entitled “Shareholder Proxy Access”
NOTE: To transact such other business as may properly come before the annual meeting or any adjournment or postponement of the meeting. | |||||
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