Nasdaq shareholders back board, pay and auditor
Nasdaq, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on June 10, 2026.
Rhea-AI Filing Summary
Nasdaq, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on June 10, 2026. Shareholders elected all twelve director nominees to serve until the 2027 Annual Meeting and until their successors are elected and qualified.
Investors also approved the company’s executive compensation on an advisory basis and ratified Ernst & Young LLP as Nasdaq’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The reported vote totals exclude excess shares that were ineligible to vote under the 5% voting limitation in Nasdaq’s Amended and Restated Certificate of Incorporation.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Say-on-pay votes for: 357,897,727 shares
Say-on-pay votes against: 13,506,434 shares
Auditor ratification votes for: 376,643,806 shares
+3 more
6 metrics
Say-on-pay votes for
357,897,727 shares
Executive compensation advisory vote at 2026 Annual Meeting
Say-on-pay votes against
13,506,434 shares
Executive compensation advisory vote at 2026 Annual Meeting
Auditor ratification votes for
376,643,806 shares
Ratification of Ernst & Young LLP for fiscal year ending Dec 31, 2026
Auditor ratification votes against
22,134,699 shares
Ratification of Ernst & Young LLP for fiscal year ending Dec 31, 2026
Votes for director Melissa M. Arnoldi
371,650,892 shares
Election of directors, Proposal 1, item i
Broker non-votes on director elections
26,189,922 shares
Each director election at 2026 Annual Meeting
Key Terms
executive compensation on an advisory basis, independent registered public accounting firm, broker non-votes, 5% voting limitation, +1 more
5 terms
executive compensation on an advisory basis financial
"approved the Company’s executive compensation on an advisory basis"
independent registered public accounting firm financial
"Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"ABSTAIN | | | BROKER NON-VOTES"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
5% voting limitation regulatory
"excess shares that were ineligible to vote as a result of the 5% voting limitation"
Amended and Restated Certificate of Incorporation regulatory
"in the Company’s Amended and Restated Certificate of Incorporation, as amended"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Were all Nasdaq (NDAQ) director nominees elected in 2026?
Yes, all twelve Nasdaq director nominees were elected to serve until the 2027 Annual Meeting. Each nominee received more votes "for" than "against," with additional broker non-votes recorded, indicating broad shareholder support for the existing board slate and governance structure.
What is the 5% voting limitation mentioned in Nasdaq (NDAQ) voting results?
Nasdaq’s Charter includes a 5% voting limitation that restricts excess shares above that threshold from voting. The reported 2026 Annual Meeting results exclude these ineligible excess shares, meaning the disclosed vote counts reflect only shares permitted to vote under the Charter.
Did Nasdaq (NDAQ) report any broker non-votes at the 2026 meeting?
Yes, broker non-votes were reported for the director elections and the advisory vote on executive compensation, totaling 26,189,922 shares for each of those proposals. No broker non-votes were recorded on the auditor ratification proposal, where brokers generally have discretionary voting authority.
AI-generated analysis. How Rhea-AI works. Not financial advice.
