Nasdaq (NDAQ) holders approve directors, pay and Ernst & Young for 2026

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Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What did Nasdaq (NDAQ) shareholders decide at the 2026 Annual Meeting?

Were all Nasdaq (NDAQ) director nominees elected in 2026?

How did Nasdaq (NDAQ) shareholders vote on executive compensation in 2026?

Which audit firm did Nasdaq (NDAQ) shareholders ratify for fiscal 2026?

What is the 5% voting limitation mentioned in Nasdaq (NDAQ) voting results?

Did Nasdaq (NDAQ) report any broker non-votes at the 2026 meeting?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

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.

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.

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

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.

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Understanding 8-K Material Events →

06/16/2026 - 04:40 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2026

Nasdaq, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-38855	52-1165937
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


151 W. 42nd Street, New York, New York		10036
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: +1 212 401 8700

No change since last report

(Former Name or Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	NDAQ	The Nasdaq Stock Market
		Nasdaq Texas, LLC
4.500% Senior Notes due 2032	NDAQ32	The Nasdaq Stock Market
0.900% Senior Notes due 2033	NDAQ33	The Nasdaq Stock Market
0.875% Senior Notes due 2030	NDAQ30	The Nasdaq Stock Market
1.75% Senior Notes due 2029	NDAQ29	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 10, 2026, Nasdaq, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders, and the Company’s shareholders took the following actions: (i) elected each of the Company’s twelve nominees for director to serve until the 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified, (ii) approved the Company’s executive compensation on an advisory basis and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The table below shows the voting results, which exclude excess shares that were ineligible to vote as a result of the 5% voting limitation in the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”).



		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES

Proposal 1: Election of Directors

i.	Melissa M. Arnoldi		371,650,892		801,492		204,904		26,189,922

ii.	Charlene T. Begley		342,183,018		30,268,143		206,127		26,189,922

iii.	Adena T. Friedman		354,514,962		15,796,027		2,346,298		26,189,922

iv.	Essa Kazim		369,092,164		3,320,248		244,876		26,189,922

v.	Thomas A. Kloet		366,733,439		5,681,837		242,013		26,189,922

vi.	Kathryn A. Koch		371,710,164		740,300		206,824		26,189,922

vii.	Holden Spaht		371,900,236		502,397		254,655		26,189,922

viii.	Michael R. Splinter		361,469,555		10,964,230		223,502		26,189,922

ix.	Johan Torgeby		371,712,026		684,311		260,951		26,189,922

x.	Toni Townes-Whitley		371,715,298		736,563		205,428		26,189,922

xi.	Jeffery W. Yabuki		364,590,859		7,594,153		472,276		26,189,922

xii.	Alfred W. Zollar		369,424,150		2,761,679		471,458		26,189,922

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES

Proposal 2: Approval of the Company’s Executive Compensation on an Advisory Basis			357,897,727		13,506,434		1,253,128		26,189,922

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES

Proposal 3: Ratification of the Appointment of Ernst & Young LLP as Nasdaq’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026			376,643,806		22,134,699		166,909		0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Nasdaq shareholders elected all twelve director nominees, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as independent auditor for 2026. These votes confirm support for the company’s board, pay practices, and audit firm for the upcoming fiscal year.

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.

Nasdaq shareholders approved the company’s executive compensation on an advisory basis with 357,897,727 votes for, 13,506,434 against, and 1,253,128 abstentions. There were 26,189,922 broker non-votes, reflecting some non-participation, but the proposal still received clear majority support.

Shareholders ratified Ernst & Young LLP as Nasdaq’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 376,643,806 for, 22,134,699 against, and 166,909 abstentions, with no broker non-votes recorded on this proposal.

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.

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.

Dated: June 16, 2026

NASDAQ, INC.

/s/ John A. Zecca

John A. Zecca

Executive Vice President and Chief Legal Officer

4 documents