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
|Proposal||Nasdaq 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.
|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.
|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.
|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.
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.
|Current Committee Memberships|
|Name||Age||Director Since||Principal Occupation||Independent||AC||FC||MCC||NGC||Other Public
|Melissa M. Arnoldi|
|45||2017||President of Technology &|
Operations, AT&T Communications
|Charlene T. Begley|
|51||2014||Retired SVP & Chief Information|
Officer, General Electric Company
|Steven D. Black|
|65||2011||Co-CEO, Bregal Investments||Chair||0|
|Adena T. Friedman|
|48||2017||President and CEO, Nasdaq, Inc.||0|
|59||2008||Governor, Dubai International|
Financial Center; Chairman, Borse
Dubai and Dubai Financial Market
|Thomas A. Kloet|
|59||2015||Retired CEO & Executive Director,|
TMX Group Limited
|John D. Rainey|
|47||2017||CFO and EVP of Global Customer|
Operations, Paypal Holdings, Inc.
|Michael R. Splinter(1)|
|67||2008||Retired Chairman and CEO,|
Applied Materials, Inc.
|62||N/A||Chairman, Investor AB||3(2)|
|Lars R. Wedenborn|
|59||2008||CEO, FAM AB||1|
|Number of Meetings Held in 2017||11||3||6||9|
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
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/Heard||What We Did|
|Information/Cybersecurity Programs and Breach Preparedness||
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.
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: