Nasdaq, Inc. (NDAQ)
NASDAQ: NDAQ · Real-Time Price · USD
90.43
+0.53 (0.59%)
At close: Apr 27, 2026, 4:00 PM EDT
90.49
+0.06 (0.07%)
After-hours: Apr 27, 2026, 6:32 PM EDT
← View all transcripts

AGM 2019

Apr 23, 2019

Speaker 1

Good morning, everyone. Good morning, ladies and gentlemen. The 2019 Annual Meeting of Stockholders of NASDAQ Incorporated is hereby convened and called to order. My name is Michael Splinter, Chairman of the NASDAQ Board and Chairman of this meeting. On behalf of the Board of Directors of NASDAQ, I'd like to welcome everyone to the NASDAQ Annual Meeting of Stockholders.

I'm pleased to introduce to you the individuals at the head table. Sitting to my right, Adena T. Friedman, President and Chief Executive Officer Edward S. Knight, Executive Vice President, Global Chief Legal and Policy Officer Michael Ptasnik, Executive Vice President, Accounting and Corporate Strategy and Chief Financial Officer Joan C. Conley, Senior Vice President and Corporate Strategy.

Members of the NASDAQ Board executive management are also in attendance at this meeting. Representatives from Ernst and Young LLP, the company's independent auditor and from Broadridge Financial Solution, the Inspector of Election are also in attendance. The representatives from Ernst and Young are available to answer any questions you may have during the question and answer period. Now we'll proceed with the meeting formalities. I'd like to ask Mr.

Knight, Executive Vice President, Global Chief Legal and Policy Officer to make a report of the General Counsel. Ed?

Speaker 2

Thank you, Mr. Chairman, and welcome, everyone. It's a beautiful day to have an annual meeting. So I would like to present proof by affidavit that notice of the meeting has been duly given And then a notice of Internet availability of proxy materials has been mailed on or about March 12, 2019 to every stockholder of record as of February 25, 2019. As of February 25, 2019 record date, there were 165,416,000 806 shares of NASDAQ common stock outstanding, subject to the voting limitation in our certificate of incorporation that generally prohibits a holder from voting in excess of 5% of the total voting power of NASDAQ.

I also report that the Board of Directors has appointed Broadridge Financial Solutions to act as the Inspector of the Election at this meeting in any adjournments hereof and to count and examine all votes. The Inspector of Election has filed with me an oath of Inspector and a report of inspector that a quorum is present at this meeting. Mr.

Speaker 1

Chairman? Thank you, Ed. There being a quorum present, we will proceed with the business of the Annual Meeting. As you entered the room, you should have received an agenda and a set of meeting rules which will govern the meeting. As the agenda notes, there are 4 matters for consideration by the stockholders.

No other business will be presented at this meeting although time has been set aside for a question and answer session. At an appropriate time, those stockholders who wish to address the meeting will be provided an opportunity to speak and will be recognized by the Chairman. If there are any stockholders or proxy holders present who have completed proxies and have not delivered them, please do so at this time. Stockholders may deliver their proxies to the table marked Broadridge Inspector of Elections. Seeing no one moving towards the Inspector of Election, I'm going to turn it over to Adena to make some comments about progress during the last year at NASDAQ.

Adena?

Speaker 3

Great. Thank you, Mike. And I'd like to welcome all of you to the NASDAQ market site for our 2019 Annual Meeting of Stockholders. 2018 was a year marked by further progress and momentum in our new strategic direction. I'm incredibly proud of the progress that Nasdaq made towards ambitious goals that we set out for ourselves at the end of 2017.

I will spend this more the time this morning to review our achievements and also to detail our objectives for the remainder of this year. Nasdaq delivered $2,500,000,000 in annual net revenues last year with solid organic revenue growth of 8% across our businesses. This growth was driven by our recurring and subscription based businesses, which contributed at or above our their increased mid term growth outlook ranges, as well as strong performance in our core markets businesses. These results underscore Nasdaq's diverse revenue streams as our strategic pivot to maximize our opportunities as a technology and analytics provider gained traction. Given our capital allocation priorities, I'm pleased also pleased to report that we delivered 6 $74,000,000 to you, our Nasdaq shareholders, through stock repurchases and by increasing our dividend by 16%.

Turning to specific highlights that drove our strong results in 2018, our Market Technology segment, which comprises our business resources that operate and power the world's leading marketplaces, progressed with the transformational implementation of the Nasdaq Financial Framework platform. The business saw significant new order intake in 2018 from market infrastructure operator clients as well as from new sell side and buy side clients for our regulatory technology surveillance solution. In early 2019, we completed the acquisition of Cinnober, a complementary market technology business that will enhance our global market position and the breadth of our offerings we can offer to our market infrastructure and sell side clients. As part of our strategy in market technology, we have started to capitalize on our markets everywhere initiatives via the Nasdaq Financial Framework. Although we are still early in the early stages, we are already seeing encouraging progress with notable partnerships signed from reinsurance and gaming sectors.

In our Information Services segment, we received strong results through increased demand for our market data, index licensing and our investment analytics products. Additionally, in the Q4, we completed the acquisition of Quandl, an investment that better positions us in the evolving alternative data space. Our Market Technology and our Information Services segments are key growth areas and I'm pleased with the early results of our allocation of over $1,000,000,000 to these businesses through a combination of R and D and acquisitions since late 2017 when we announced our strategic pivot. Moving to our foundational marketplace businesses, our Corporate Services segment is home to our U. S.

And Nordic Listings franchises and our suite of Investor Relations and Governance Solutions offerings. For the 6th consecutive year, Nasdaq led U. S. Exchanges for IPOs, welcoming 186 IPOs with a 72% win rate in the U. S.

We made important changes within this segment in 2018 and in early 2019, completing the divestiture of certain businesses and centralizing management across all of our service offerings to our corporate clients. We look forward to leveraging these enhancements to deepen corporate clients in 2019 beyond. Finally, our market services business which provides multi asset class trading across U. S. Equities, options, treasuries and futures, as well as Nordic and Baltic equities, options, fixed income and futures, delivered strong growth in 2018.

I'm pleased to report that NASDAQ's exchange platform handled increased volume throughout the year, including a daily peak of 28,000,000,000 messages across our U. S. Equities and options markets during a specific session in December with no significant latency or client impact. While just a few were highlighted today, the many achievements that our businesses delivered in 2018 were the net result of our global team. Importantly, we've focused renewed attention to the needs of our workforce and our diverse and inclusive culture last year.

As our business and market landscape evolve, we remain committed to fostering a corporate culture that is agile, innovative and able to adapt to meet the needs of our clients. In addition, our environmental, social and governance initiatives underscore our pledge to ensuring the sustainability of our planet and the strength of our communities where we live and work. We achieved new and important ESG related milestones last year, including the successful transition of this facility, the Nasdaq market site to 100 percent renewable energy sourcing. Nasdaq was also the only stock exchange operator named to the prestigious Dow Jones Sustainability Index for a 3rd consecutive year, a testament to our success in integrating sustainable practices into our business. Our vision and strategy moving forward continue to be to reimagine markets to realize the potential of tomorrow.

Our efforts this year will focus on the following execution priorities. 1st, we aim to increase our technology presence across capital markets and beyond, which we intend to measure principally through the implementation and client adoption of the Nasdaq Financial Framework. 2nd, we aim to better drive client interactions through our trade surveillance, data analytics and integrity solutions across our sell side, buy side and corporate clients, which we will measure through a client adoption of our innovative solutions. And third, we want to enhance our leadership position in the marketplaces in which we operate as we continue to innovate with new functionality. And lastly, we want to build meaningfully on our high integrity, mission driven culture to multiply our opportunities to innovate and grow.

Nasdaq's accomplishments in 2018 combined with our steadfast commitment to maintaining the course of the future, which I've outlined for all of you this morning, provide me with immense pride for the future of our company. I'm confident that we are taking the right actions now so that Nasdaq can succeed in a future of promising innovation and growth opportunities. Energized by the early results of our strategic direction, our management team, Board of Directors and the global workforce all stand committed to providing our clients with innovative solutions they need to reimagine markets and realize the potential of tomorrow. So with that, I'll turn it back over to you, Mike.

Speaker 1

Thank you, Adena, and thank you for those remarks. We'll now proceed to the matters described in the proxy statement specifically. First, the proposal to elect 11 directors. Stockholders are requested to approve the election of the following director nominees to the Board of Directors to serve until the next annual meeting or until such director successor are duly elected and qualified under Proposal 1. I'd like to ask each of our directors to stand when I call their name and remain standing until they're all name.

First, Melissa M. Arnaldi, Charlene T. Bagley, Stephen D. Black, Adena T. Friedman, Isa Kazeem, Thomas A.

Clowett, John D. Rainey, Michael R. Splinter, Jacob Wallenberg, Lars R. Wiedenborn and Alfred W. Zoller.

Proposal number 2, stockholders are requested to approve the company's executive compensation on an advisory basis under proposal 2. Proposal 3, stockholders are requested to ratify the appointment of Ernst and Young LLP as NASDAQ's independent registered public accounting firm for the fiscal year ending December 31, 2019 under Proposal 3. Proposal 4. Chrysanthes Petzilis will now Great Neck, New York or his representative will present proposal number 4. Chris Santos?

Speaker 4

Thank you, Mr. Chairman. Proposal 4, right to act by written consent, sponsored by Kenneth Steinner of Great Neck, New York. Shareholders request that the Board of Directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with the applicable law and consistent with giving shareholders the fullest power to act by written consent.

This includes shareholder ability to initiate any appropriate topic for written consent. 100 of major companies enabled shareholder action by written consent. Taking action by written consent in a place of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle. This proposal topic won majority shareholder support at 13 major companies in a single year. This included 67% support at both Allstate and Sprint.

This proposal topic might have received a still higher award at 67% at Allstate and Sprint if all shareholders had access to a dependent proxy voting advice. Taking action by written consent in a place of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle. A shareholder right to act by written consent and to a call a special meaning are 2 complementary ways to pick an important matter to the attention of both management and shareholders outside the annual meeting cycle. More than 100 Fortune 500 Companies provide for shareholders to call special meeting and to act by written consent. This proposal topic won impressive 46% support at 2018 NASDAQ Annual Meeting in spite of management opposition.

It could have received more than 51% support if all shareholders had access to dependent proxy voting advice. Unfortunately, management is in effect putting in the hand of scale of this meeting today, and spend advertising dollars to oppose a proposal topic that previously won 50 46% support. Please vote yes. Right to act by written consent. Proposal 4.

Thank you very much.

Speaker 1

Thank you, Mr. Pizilis. Are there any questions with respect to these four proposals? A general question and answer session will follow the business portion of the meeting. So please limit your question and comment at this time to these four proposals presented.

Seeing no questions at this point, We will proceed we'll now proceed with the vote of these four matters. Stockholders who wish to vote in person should now take a ballot. It is now 8:46 a. M. Here in New York.

The polls will now open for all proposals if there are any stockholders who still need to vote. The polls are about to close. If there are any stockholders who have not turned in a ballot and wish to do so at this time, please raise your hand so that we can pick up your ballot. The time is now 8:47 a. M.

And the polls are closed for all proposals. No further voting shall be permitted. So we'll now move on to the question and answer period. We will now take any questions. If you have a question, please raise your hand and wait to be recognized.

The microphone attendants will assist with the use of the microphones. Remarks should be pertinent and as brief as possible and not more than 3 minutes please. Upon being recognized, please state your full name whether you are a stockholder or a proxy holder, your firm or affiliation, the city and county from which you come and the subject you wish to discuss. Are there any questions at this time? Seeing no questions and no hands raised, I will now call upon our Inspector of Election, Mr.

Tony Caradeo to announce the preliminary results of the election. Tony?

Speaker 5

Mr. Chairman, the preliminary results of the shareholder vote indicate that all the company's nominees for Director were elected to another term. The company's proposal to approve the compensation of its executive officers was approved and the appointment of the company's auditor was ratified. Finally, a shareholder proposal entitled shareholder right to act by written consent was not approved.

Speaker 1

Thank you, Mr. Caradeo. This concludes the official business portion of our meeting. I want to thank you all for attending today's meeting, for your interest you have shown in the affairs of NASDAQ. Since there is nothing further to come before this meeting, I will declare this meeting adjourned as of 8:49 a.

M. New York time. Thank you very much.

Powered by