Proxy Summary

Proxy Summary

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider in voting your shares. You should read the entire proxy statement, as well as our 2017 annual report on Form 10-K, carefully before voting.

Voting Matters and Board Recommendations

ProposalNasdaq Board's Recommendation
Proposal 1. Election of Directors (Page 37)
The Board and Nominating & Governance Committee believe that the ten director nominees possess the skills, experience and diversity to advise management on the company’s long-term strategy, as well as to monitor performance and provide effective oversight.
FOR EACH NOMINEE
Proposal 2. Approval of the Company’s Executive Compensation on an Advisory Basis (Page 53))
The company seeks a non-binding advisory vote to approve the compensation of its NEOs as described in the Compensation Discussion and Analysis section beginning on page 54. The Board values stockholders’ opinions and the Management Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.
FOR
Proposal 3. Approval of the Equity Plan, as Amended and Restated (Page 91)
The Board and Management Compensation Committee believe that the Equity Plan is an essential component of the company’s robust, performance-based executive compensation program and therefore ask stockholders to approve an increase in the number of shares available under the plan, an extension of the term of the plan and other technical and administrative revisions.
FOR
Proposal 4. Ratification of the Appointment of Ernst & Young LLP as Our Independent
Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2018 (Page 109)

The Board and Audit Committee believe that the retention of Ernst & Young LLP to serve as the company’s independent auditor for 2018 is in the best interests of the company and its stockholders.
FOR
Proposal 5. Stockholder Proposal – Shareholder Right to Act by Written Consent (Page 111)
As in 2015 and 2017, the Board believes that the stockholder proposal to allow stockholder action by written consent is inappropriate, unnecessary and not in the best interests of Nasdaq and its stockholders.
AGAINST

Performance Highlights

Nasdaq delivered excellent results for stockholders in 2017 as we refined our strategic direction and continued to position ourselves as a financial technology leader.

1 In this proxy statement, TSR for a particular period of time is calculated by adding cumulative dividends to the ending stock price, and dividing this by the beginning stock price. A 30-day average is used to calculate the beginning and ending stock prices.

Director Nominees

     Current Committee Memberships
NameAgeDirector SincePrincipal OccupationIndependentACFCMCCNGCOther Public
Co. Boards
Melissa M. Arnoldi
Non-Industry; Public

452017President of Technology &
Operations, AT&T Communications
0
Charlene T. Begley
Non-Industry; Public

512014Retired SVP & Chief Information
Officer, General Electric Company
2
Steven D. Black
Non-Industry; Public

652011Co-CEO, Bregal InvestmentsChair0
Adena T. Friedman
Staff

482017President and CEO, Nasdaq, Inc.0
Essa Kazim
Non-Industry

592008Governor, Dubai International
Financial Center; Chairman, Borse
Dubai and Dubai Financial Market
0
Thomas A. Kloet
Non-Industry; Public

592015Retired CEO & Executive Director,
TMX Group Limited
Chair0
John D. Rainey
Non-Industry; Issuer

472017CFO and EVP of Global Customer
Operations, Paypal Holdings, Inc.
Chair0
Michael R. Splinter(1)
Non-Industry; Public

672008Retired Chairman and CEO,
Applied Materials, Inc.
Chair2
Jacob Wallenberg
Non-Industry; Public

62N/AChairman, Investor AB3(2)
Lars R. Wedenborn
Non-Industry

592008CEO, FAM AB1
Number of Meetings Held in 2017 11369
1 Mr. Splinter is serving as Chairman of the Board from May 2017 through the 2018 Annual Meeting of Stockholders.
2 Mr. Wallenberg also is currently on the Board of SAS AB, but he is not standing for reelection at their Annual General Meeting on April 10, 2018.
AC: Audit Committee
FC: Finance Committee
MCC: Management Compensation Committee
NGC: Nominating & Governance Committee

Our Board

We value our stockholders’ perspectives and maintain a vigorous stockholder engagement program.

Engaging with Our Stockholders

We value our stockholders’ perspectives and maintain a vigorous stockholder engagement program. During 2017, we conducted outreach to a cross-section of stockholders owning approximately 75% of our outstanding shares. In 2017, our key stockholder engagement activities included 11 investor (non-deal) road shows in 8 countries, 21 investor conferences and our 2017 Annual Meeting of Stockholders. We also conducted quarterly outreach to the governance teams at many of our top institutional holders.

Ongoing communication with our stockholders helps the Board and senior management gain useful feedback on a wide range of subjects and better understand the issues that matter most to our stockholders. Nasdaq views accountability to stockholders as both a mark of good governance and a critical component of our success. Management regularly confers with investors and actively solicits feedback on a variety of topics including those listed below.

What we heard/What we did

Topics We Discussed/HeardWhat We Did
Long-Term Strategy
  • We initiated a strategic review, resulting in increased allocation of resources to our largest growth opportunities.

  • We communicated the results of the strategic review, and provided regular updates on our progress, including the acquisition of eVestment, increased organic investment and our intent to divest certain businesses.
Capital Deployment/Returns
  • We increased the regular dividend while communicating our policy to continue growing the dividend as income and cash flow grow.

  • We refined our share repurchase program to establish a primary objective of maintaining a stable share count.
Executive Compensation
  • The Management Compensation Committee reviewed and approved a new total rewards program in alignment with our corporate strategy.
Corporate Culture
  • We revised and broadly communicated our core values.

  • We affirmed our commitment to gender equality through the Parity Pledge, a promise to interview at least one qualified female candidate for every open position, vice president and above, and through the United Nations Women’s Empowerment Principles.
Board Composition
  • The Board nominated Jacob Wallenberg, who is the Chairman of the Board of Investor AB and who has significant experience as a director of publicly traded companies, for election to the Board at the 2018 Annual Meeting.

  • We affirmed our commitment to diversity in the boardroom with membership in the 30% Club, which campaigns in the U.S. to achieve 30% female directors on S&P 100 boards by 2020.
ESG/Sustainability
  • We released our Environmental Practices Statement in early 2018.

  • We strengthened our commitment to supply chain sustainability through adoption of our Supplier Code of Ethics.
Information/Cybersecurity Programs and Breach Preparedness
  • The Audit Committee continued its robust oversight of information/cybersecurity program and breach preparedness.

  • We adopted an Information Protection and Privacy Statement.

 

We conduct quarterly outreach to the governance teams at many of our top institutional holders.

ANNUAL STOCKHOLDER OUTREACH CYCLE

Nasdaq believes that strong corporate governance should include regular, constructive year-round engagement. We actively engage with our stockholders as part of our annual corporate governance cycle as described below.

  • Active outreach with institutional holders to discuss important governance items to be considered at Annual Meeting

  • Publish annual communications to stockholders: proxy statement and Form 10-K

  • Conduct Annual Meeting

  • Engage with investors through industry conferences, non-deal roadshows and meetings

  • Webcasts of most conference presentations are available to all investors, including retail
  • Post Annual Meeting results on Nasdaq website

  • Review results and feedback from Annual Meeting with institutional holders

  • Share investor feedback with the entire Board

  • Active outreach with institutional holders to discuss vote and follow up issues

  • Engage with investors through industry conferences, non-deal roadshows and meetings

  • Webcasts of most conference presentations are available to all investors, including retail
  • Conduct annual Board assessment of governance, including feedback of stockholders

  • Active outreach with institutional holders to identify focus and priorities for the coming year

  • Engage with investors through industry conferences, non-deal roadshows and meetings

  • Conduct annual perception study

  • Webcasts of most conference presentations are available to all investors, including retail
  • Active outreach with institutional holders to understand their priorities in the areas of corporate governance, executive compensation, ESG and other disclosures

  • Share investor feedback with the entire Board

  • Review governance best practices and trends, regulatory developments and our governance framework

  • Engage with investors through industry conferences, non-deal roadshows and meetings

  • Webcasts of most conference presentations are available to all investors, including retail

Executive Compensation Highlights

Compensation decisions made for 2017 were aligned with Nasdaq’s strong financial and operational performance and reflected continued emphasis on variable, at-risk compensation paid out over the long-term. Compensation decisions are intended to reinforce our focus on performance and sustained, profitable growth.

The majority of our NEOs’ pay is based on performance and consists primarily of equity-based compensation.
89% of our NEOs’ total direct compensation was performance-based or “at risk” in 2017; 65% of our NEOs’ total direct compensation was equity-based compensation. Total direct compensation includes base salary, annual cash incentive awards and equity awards.
Annual incentives are based on achievement of rigorous performance goals.In 2017, payouts of annual incentives reflected our achievement of performance goals relating to corporate net revenues and corporate operating income (run rate), in addition to accomplishment of strategic objectives and business unit financial results. The resulting payouts to NEOs ranged from 115%-143% of targeted amounts.
We use long-term incentives to promote retention and reward our NEOs.Our main long-term incentive program for NEOs consists entirely of PSUs based on TSR relative to other companies, including the S&P 500 companies and a group of peer companies. Over the three-year period from January 1, 2015 through December 31, 2017, Nasdaq’s cumulative TSR was 71.6%, which was at the 84th percentile of S&P companies and the 56th percentile of peer companies. This TSR performance resulted in performance vesting of PSUs at 157% of target shares.
Our compensation program is grounded in best practices.
Our best practices include strong stock ownership guidelines, a long-standing “clawback” policy, no tax gross-ups on severance arrangements or perquisites and no hedging or pledging of Nasdaq stock.
Our executive compensation program does not encourage excessive risk-taking
The Audit and Management Compensation Committees closely monitor the risks associated with our executive compensation program and individual compensation decisions. We conduct a comprehensive risk assessment of our compensation program annually.

 

Questions and Answers about Our Annual Meeting

Beginning on page 121, you will find answers to frequently asked questions about proxy materials, voting, our Annual Meeting and company filings and reports. We also created an Annual Meeting Information page on our Investor Relations website, which allows our stockholders to easily access the company’s proxy materials, vote through the internet, submit questions in advance of the 2018 Annual Meeting of Stockholders, access the webcast of the meeting and learn more about our company. Come visit us at http://ir.nasdaq.com/annual-meeting-info.cfm.

Corporate Governance Highlights

We are committed to strong corporate governance, as it promotes the long-term interests of stockholders, supports Board and management accountability and builds public trust in the company. The Corporate Governance section beginning on page 25 describes our governance framework, which includes the following highlights. Statistics about the Board of Directors in this chart are calculated with respect to the ten nominees for election at the 2018 Annual Meeting.

New in 2018:
ESG Statements

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