8-K

Dated: June 16, 2025

NASDAQ, INC.

/s/ John A. Zecca

John A. Zecca

Executive Vice President and Chief Legal Officer

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 11, 2025

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

(Address of principal executive offices)

10036

(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
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 11, 2025, Nasdaq, Inc. (the “Company”) held its 2025 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 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualified, (ii) approved the Company’s executive compensation on an advisory basis, (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and (iv) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow for the limited exculpation of officers of the Company.

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

Melissa M. Arnoldi		390,408,725		677,809		236,098		24,966,220

Charlene T. Begley		380,419,863		10,665,190		237,579		24,966,220

Adena T. Friedman		368,013,975		20,261,144		3,047,513		24,966,220

Essa Kazim		389,440,021		1,629,794		252,817		24,966,220

Thomas A. Kloet		387,025,140		4,016,685		280,807		24,966,220

Kathryn A. Koch		390,465,740		616,692		240,200		24,966,220

Holden Spaht		390,750,585		269,846		302,201		24,966,220

Michael R. Splinter		378,571,117		12,457,643		293,872		24,966,220

Johan Torgeby		390,720,007		287,042		315,583		24,966,220

Toni Townes-Whitley		390,222,385		863,365		236,882		24,966,220

Jeffery W. Yabuki		383,559,867		7,297,368		465,397		24,966,220

Alfred W. Zollar		390,293,642		560,676		468,314		24,966,220

Proposal 2: Approval of the Company’s Executive Compensation on an Advisory Basis		374,959,617		15,236,717		1,126,298		24,966,220


	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
Proposal 3: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025		393,774,323		22,299,446		215,083		—

Proposal 4: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Allow for the Limited Exculpation of Officers of the Company		353,204,032		37,846,944		271,656		24,966,220