Nasdaq, Inc. · NASDAQ:NDAQ
Nasdaq — Nasdaq OMX Group — Shareholder Meeting (May 2012)
13 slides from Nasdaq's shareholder meeting presentation, May 10, 2012
Slide 1: Schedule 14A Proxy Statement Cover - The NASDAQ OMX Group, Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION 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 ¨ Check
Slide 2: Filing fee and previous payment information
(5) Total fee paid: ¨ Fee paid previously with preliminary materials. ¨ Check box if any part of the fee is offset as provided by the 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,
Slide 3: Proxy Topics: Annual Meeting of Stockholders May 22, 2012
©Copyright 2011, The NASDAQ OMX Group, Inc. All rights reserved. PROXY TOPICS: ANNUAL MEETING OF STOCKHOLDERS MAY 22, 2012
Slide 4: NASDAQ OMX 2012 Proxy Discussion Topics
NASDAQ OMX DIRECTOR NOMINEE: BÖRJE EKHOLM 2012 PROXY DISCUSSION TOPICS SHAREHOLDER PROPOSAL: ADOPTION OF A SIMPLE MAJORITY VOTE SHAREHOLDER PROPOSAL: ABILITY TO CALL SPECIAL SHAREHOLDER MEETINGS NASDAQ OMX SHAREHOLDER ENGAGEMENT APPENDIX: DIRECTOR NOMINEES AND NOMINATING PROCESS 2 NASDAQ OMX CORPORA
Slide 5: Director Nominee Börje Ekholm
DIRECTOR NOMINEE Investor AB is a relatively small (less than 90 employees) industrial BORJE EKHOLM holding company, similar to an investment company, with each investmentmanaged separately.InvestorABstatesthatthereareno NASDAQ OMX Board of Directors shared functions across the holdings and that it
Slide 6: Director Nominee Börje Ekholm
DIRECTOR NOMINEE As CEO of Investor AB, Mr. Ekholm is expected to participate in the BORJE EKHOLM management oftheinvestments madebytheholdingcompany.Mr. Ekholm serves on two SEC registered company boards, NASDAQ OMX NASDAQ OMX Board of and Ericsson. Mr. Ekholm also serves on the boards of Investor
Slide 7: Stockholder Proposal: Adoption of a Simple Majority Vote
STOCKHOLDER PROPOSAL: ADOPTION NASDAQ OMX Nominating and Governance Committee members have OF A SIMPLE MAJORITYdiscussed the matterof“simplemajorityvote”andwillplacethetopicon VOTE the 2012 committee meeting agenda. NASDAQ OMX Board of Directors Recommends a Vote NASDAQ OMX’s certificate of incorpor
Slide 8: Stockholder Proposal: Special Shareholder Meetings
STOCKHOLDER PROPOSAL: SPECIAL Pursuant to this stockholder proposal an investor owning a single share SHAREHOLDER of NASDAQ OMXstockmaybeabletocalla specialmeeting. MEETINGS NASDAQ OMX Board of Directors Recommends a Vote The low threshold suggested to call a special stockholder meeting could “AGAIN
Slide 9: NASDAQ OMX Stockholder Engagement
NASDAQ OMX STOCKHOLDER NASDAQ OMX annual stockholder outreach includes in-person investor ENGAGEMENT meetings, quarterly earnings presentations, SEC filings and frequent electronic and web communications. NASDAQ OMX management recognizes the importance of communication with a wide NASDAQ OMX executi
Slide 10: Director Nominees & Nominating Process
DIRECTOR NOMINEES & NOMINATING PROCESS NASDAQ OMXBoardof Directors recommends a vote“FOR”the Director Nominees: election of all director nominees. Steven D. Black Börje Ekholm Evaluation of director nominees by the NASDAQ OMX Nominating and Robert Greifeld Governance Committee includes a review of s
Slide 11: NASDAQ OMX Corporate Governance Best Practices
NASDAQ OMX CORPORATE GOVERNANCE BEST PRACTICES •Majority Voting for Directors in Uncontested Elections •Annual Election of Directors •Majority Independent Board •Three Fully Independent Committees •Board Regularly Meets in Executive Session •All Directors Attended More Than 75% of Board and Committe
Slide 12: NASDAQ OMX Executive Compensation Best Practices
NASDAQ OMX EXECUTIVE COMPENSATION BEST PRACTICES •Pay for Performance Philosophy •Elimination of Share Recycling Provision •Stock Ownership Guidelines • Stock Holding Requirement •Prohibition on Short Selling •Frozen Pension Plan and SERP •Limited Severance Arrangements •“Double Trigger” Change in C
Slide 13: Questions regarding the annual meeting and related proposals
©Copyright 2011, The NASDAQ OMX Group, Inc. All rights reserved. QUESTIONS REGARDING THE NASDAQ OMX ANNUAL MEETING AND RELATED PROPOSALS MAY BE DIRECTED TO CORPORATESECRETARY: JOAN.CONLEY@NASDAQOMX.COM OR INVESTOR RELATIONS: JOHN.SWEENEY@NASDAQOMX.COM