NASDAQ, INC. 8-K

What Happened

• Nasdaq, Inc. filed an 8‑K (Jan 16, 2026) reporting that a certificate of amendment to its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) and amendments to its By‑Laws were approved by the SEC and became effective upon filing with the Delaware Secretary of State on January 14, 2026.
• The Charter Amendment was approved by Nasdaq shareholders at the company’s 2025 Annual Meeting on June 11, 2025 and provides for limited officer exculpation. Nasdaq’s Board had approved the By‑Laws amendments on April 23, 2025.

Key Details

• Shareholder approval date (Charter Amendment): June 11, 2025 (2025 Annual Meeting).
• SEC effectiveness and Delaware filing date for both Charter and By‑Laws amendments: January 14, 2026.
• By‑Laws changes include: modernized advance notice provisions for stockholder nominations (including updates for SEC universal proxy rules), operational and administrative flexibility, updates to reflect recent Delaware General Corporation Law changes, a modernized emergency by‑law, and a forum‑selection provision designating Delaware or applicable federal courts as the exclusive forum for certain claims.
• Charter change: limited officer exculpation (text filed as Exhibit 3.1; amended By‑Laws filed as Exhibit 3.2 to the 8‑K).

Why It Matters

• These amendments change Nasdaq’s corporate governance framework: the officer exculpation alters the scope of personal liability protection for officers; the forum‑selection clause narrows where certain lawsuits against the company may be brought; and the advance notice/universal proxy updates affect how shareholders can nominate directors.
• For investors, the changes are procedural and governance‑related rather than financial: they do not report revenues or earnings but may influence shareholder rights, nomination procedures, and litigation processes going forward. Copies of the finalized charter amendment and amended by‑laws are included in the 8‑K for review.