NASDAQ, INC. 8-K

What Happened

• Nasdaq, Inc. filed an 8‑K (dated June 16, 2026) reporting the results of its June 10, 2026 Annual Meeting of Shareholders. All twelve director nominees were re-elected to serve until the 2027 Annual Meeting. Shareholders also approved the company's executive compensation on an advisory basis ("say-on-pay") and ratified Ernst & Young LLP as Nasdaq’s independent registered public accounting firm for the 2026 fiscal year.
• Voting totals excluded excess shares ineligible to vote due to a 5% voting limitation in Nasdaq’s Amended and Restated Certificate of Incorporation. Broker non-votes totaled 26,189,922 for the director and say-on-pay proposals.

Key Details

• Directors: All 12 nominees were elected. Example vote counts: Melissa M. Arnoldi — 371,650,892 FOR; Charlene T. Begley — 342,183,018 FOR, 30,268,143 AGAINST; Adena T. Friedman — 354,514,962 FOR, 15,796,027 AGAINST, 2,346,298 ABSTAIN.
• Say-on-Pay (Proposal 2): 357,897,727 FOR, 13,506,434 AGAINST, 1,253,128 ABSTAIN; 26,189,922 broker non-votes.
• Auditor Ratification (Proposal 3): Ernst & Young LLP ratified with 376,643,806 FOR, 22,134,699 AGAINST, 166,909 ABSTAIN; no broker non-votes reported for this proposal.
• Filing: 8‑K signed by John A. Zecca, EVP & Chief Legal Officer, filed June 16, 2026.

Why It Matters

• Board continuity: The re-election of all 12 directors maintains the current board composition and governance continuity for investors.
• Shareholder sentiment: The advisory approval of executive compensation was successful but not unanimous; measurable opposition (over 13.5M against) and larger against-votes for certain directors (e.g., ~30.3M against for one nominee) are public signals investors and the company may note for future engagement.
• Audit continuity: Ratifying Ernst & Young LLP ensures the company’s auditor for fiscal 2026 is settled, which matters for the continuity of financial reporting and audit oversight.