2018 Annual Meeting of the Stockholders of NASDAQ Incorporated is hereby convened and called to order. My name is Mike Splinter, Chairman of the NASDAQ Board of Directors and Chairman of this meeting. I'm pleased to introduce to you the individuals at the head table. Adena T. Friedman, President and Chief Executive Officer Edward S.
Knight, Executive Vice President, General Counsel and Chief Regulatory Officer Michael Ptasnik, Executive Vice President, Corporate Strategy and Chief Financial Officer Joan C. Conley, Senior Vice President and Corporate Secretary. Members of the NASDAQ Board and Executive Management are also in attendance at this meeting. Representatives from Ernst and Young, the company's independent auditor and from Broadridge Financial Solutions, 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 Q and A session.
Now I will proceed with the meeting formalities. I will ask Mr. Knight, Executive Vice President, General Counsel and Chief Regulatory Officer to make the report of the General Counsel. Ed?
Thank you, Mr. Chairman, and welcome, everyone. I present proof by affidavit that notice of the meeting has been duly given and a notice of Internet availability of proxy materials has been mailed on or about March 14, 2018 to every stockholder of record as of February 26, 2018. And as of February 26, the record date, there were 166,559,654 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 Election at this meeting and any adjournments hereof and to count and examine all votes.
The Inspector of Election has filed with me an oath of
There being 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 5 matters for consideration for 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 them, please do so at this time.
Stockholders may deliver their proxies to the table marked Broadridge Inspector of Elections. I'd like to call on Adena Friedman to provide a few remarks at this time. Adena?
Thank you, Mike. I'd like to welcome all of you to the NASDAQ market site for our 2018 Annual Meeting of Stockholders. It is fitting that we should gather at the market site for this year's annual meeting as just 2 months ago we announced that this location will become Nasdaq's new global headquarters. This new space will not only provide an upgraded work environment for our employees, but importantly, our increased presence in Times Square will drive our brand forward and offer an unparalleled experience for our clients. This is a tremendously exciting initiative for all of us.
In many ways, 2017 represented a pivotal year for NASDAQ and I want to spend a little time this morning reviewing what we've achieved and our path forward to a very exciting future. The year just passed underscored the very strong foundation that Nasdaq has built over time. Our business ended 2017 with $2,400,000,000 in revenue and importantly, 76 percent of our revenue was recurring or subscription based underscoring the stability of our revenue stream. We were able to generate consistent cash flow and that has allowed us to continue to steadily increase our distributions to you, our NASDAQ shareholders. In fact, just last month, we announced a 16% increase in our dividend of $0.44 a share.
When we look at the businesses that drove our strong results in 2017, we think about them in terms of 4 distinct business segments. The first is our Market Technology segment, which comprises our technology solutions that operate and power the world's leading marketplaces. Currently, we power almost 100 marketplaces around the world, leveraging the same world class technology that we use to power our own Nasdaq markets. Next is the Information Services segment, which is the home to our data, index and analytics businesses. Our trusted data is provided to millions of investors globally.
In addition, we have a growing index franchise, which is a particularly exciting business given the exploding popularity of exchange traded products. We consider both our Market Technology and our Information Services segments to be our key growth segments. Our 2 foundational business segments are Corporate Services and Trading Services. Corporate Services includes our leading position in the Listings business. And as you know, our U.
S. IPOs take place right here at MarketSite as well as our suite of services that help C suite executives to navigate the capital markets more successfully. These include our Investor Relations, Board and Corporate Governance, Risk and Compliance offerings. Our 4th segment, Trading Services, 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. Now many factors are responsible for the success of these businesses, but one stands above the rest, Nasdaq's relentless focus on delivering for our clients. We are fortunate to have developed strong partnerships across our client base. And today, Nasdaq's clients comprise a broad range of institutional investors, broker dealers, corporate clients and other marketplaces around the world. This client base growth reflects and has helped guide Nasdaq's strategic direction.
Early last year, we embarked on a strategic review of our businesses designed to unlock new opportunities and to determine where to allocate our investment capital. The driver of our strategic evolution was not just only a strong mix of businesses that Nasdaq has built over time, but our view of the forces that will shape our industry over the coming decade. Briefly, these are the explosion in the amount of data that's available combined with the tremendous advances we've seen in machine learning and artificial intelligence. 2nd, the changing investment management landscape, which not only includes the shift from active to passive management, but the importance of private company investment, the growth of quantitative and data driven strategies and the increasing competitiveness of the asset management space as a whole. 3rd is the willing the increased willingness of investment banks to work with partners like NASDAQ in developing the financial technologies of the future.
And finally, the marketplace economy, which is the natural evolution of commerce to the point where 2 sided market mechanisms like auction for NASDAQ as the leading market infrastructure technology provider. Not surprisingly, our key R and D initiatives map to these areas. Our next generation market infrastructure platform called the Nasdaq Financial Framework applies to both the banking sector and markets economy. Our smart surveillance investment plays to both the data explosion and the advances within the asset management industry. Our Ocean initiative, which powers the internal trading venues of banks, supports the increased willingness of investment banks to partner with financial technology providers like NASDAQ.
And our analytics hub plays to both the investment management advances and the amazing growth in available data. Guided by our new strategic direction, we have a clear roadmap for the future. Our vision moving forward is this, to reimagine markets to realize the potential of tomorrow. We are committed to executing on this vision with a combination of our unique positioning, our ability to leverage the landscape that we see before us, our strong and clear strategic direction, which I've outlined for you this morning and our successful culture of execution and delivery for our clients and shareholders. I have to tell you that I've never been more excited about Nasdaq's future than I am at this moment.
And with that, I'll turn it back over to you Mike, Mr. Chairman.
Thanks, Adena. We will now proceed with the matters described in the proxy statement, specifically proposal number 1, to elect 10 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 directors' successors are duly elected and qualified under proposal 1. The Directors nominated are Melissa M. Arnaldi, Charlene T.
Bagley, Steven D. Black, Issa Kazim, Thomas A. Clowett, John D. Rainey, Michael R. Splinter, Jacob Wallenberg and Lars R.
Wiedenboren. Proposal number 2, to approve the company's executive compensation on an advisory basis, stockholders are requested to approve the company's executive compensation on that advisory basis under proposal number 2. Proposal number 3, to approve the NASDAQ Incorporated Equity Incentive Plan as amended and restated. Stockholders of course are requested to vote on the NASDAQ Incorporated Equity Incentive Plan as amended and restated under Proposal 3. Proposal 4, to ratify the appointment of Ernst and Young LLP as NASDAQ's independent registered public accounting firm.
And proposal number 5, to consider the stockholder proposal entitled shareholder right to act by written consent. Mr. Kenneth Steiner of Great Neck New York, his representative is invited to present the stockholder proposal within the 3 minute time frame set forth in the meeting rules.
Shareholders' right to act by written consent sponsored by Kenneth Steiner 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 will 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 consistent with the applicable law. This includes shareholders' ability to initiate any topic for written consent consistent with the applicable law.
This proposal topic won majority shareholder support at 13 major companies in a single year. This included 67% support at both Allstate and Sprint. Hundreds of major companies enabled shareholder action by inter concern. This proposal topic also won impressive 45% support at the NASDAQ 20 16 annual meeting. Plus, this 45% vote will be have beaten still higher and possibly 51% if small shareholders have the same access to corporate governance information as large shareholders.
This proposal is most important at NASDAQ because NASDAQ shareholders do not have the full right to call a special meeting that is available under state law. Written consent will give shareholders greater standing to have input in improving the makeup of our Board of Directors. For instance, our Chairman and Lead Director were inside related directors and that's not independent. Independence is a highly valuable attribute in a Chairman and a Leader Director. Please vote to improve management accountability to shareholders, shareholders' right to act by written consent.
Proposal 5. Thank you very much.
Thank you. Are there any questions with respect to these 5 proposals? Hearing none, we will now proceed with the vote on these five manners. Stockholders who wish to vote in person should now take a ballot. It is now
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I think here in New York, the polls will now open for all proposals if there are stockholders who still need to vote. Seeing no one racing to the polls, I think we can now close the polls. 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 and the polls are closed for all proposals. No further voting shall be permitted.
We will now take a few questions. If you have them, 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, firm or affiliation, city and county and the subject you wish to discuss.
Please.
James Sowers from Milton, Florida, and I'm a shareholder of the NASDAQ. And I just had a question. Do you guys ever plan to list tokenized assets like real estate if it's tokenized backed or possibly equitizing shares of a company?
So in terms of tokenized, more like an ICO type of structure in terms of tokenizing the underlying shares?
Right. Because there's a couple of companies now that it may not be public, so I don't know if this is recorded or anything that are actually trying to use equity tokens. So it will actually be on the cap table. And there's other events that people are tokenizing actual real estate like hotels, art, things like that. So if there was a legitimate place to trade them and not an ATS where people aren't sure, where you can have real market making system, something like the NASDAQ, that could really be a game changer.
Yes. So we've been evaluating all looking at both cryptocurrencies and obviously the Blockchain is an underlying technology. We find the Blockchain in particular is extremely relevant to our industry and we have been investing space. I think as of right now, our view is that it's a pretty nascent space. It probably needs a little more time to mature.
And we are also watching have to follow a much more regulated model. And we would be quite interested in, they would have to follow a much more regulated model and we would be quite interested in understanding that and our role in trading those types of securities. Today, however, they're unregulated. And I would say as the SEC is currently evaluating them, we've chosen not to engage in that type of activity. But we definitely are interested in learning more about it and interested in making sure we understand how it's evolving and how the marketplaces are evolving for those types of assets.
Now would it
be possible for someone to do a closed end fund of say a portfolio domains or real estate and then do that on the NASDAQ?
I think that's something we could certainly talk to our listing qualifications team about to understand how you would structure it to see whether it would comply with our rules.
Because one of my companies is doing on TSX.
Any other questions? Please.
Good morning. My name is Josh Reisman. I'm an individual investor. I live in Cherry Hill, New Jersey. And I'd just be interested in your views of what do you see as either the leading indicators or the biggest opportunities or threats for what you would like to do going forward for your comments?
Sure. I mean, I think that the if we look at the businesses that we're in, I would say that we have obviously the macroeconomic factors that kind of create beta in our environment that either kind of our volume creating or are either encouraging or discouraging to companies choosing to raise capital. Right now, the beta factors are strong across the markets in terms of the activities in the markets as well as the companies looking to go public and the pipeline of IPO candidates. In addition, we also look at demand in our market for new data products, index products, as well as our market technology services in terms of companies looking to advance their markets, advance their capabilities with our technology. And again, we're seeing a very good demand across our index business, our data business and our market technology businesses in terms of how people are looking for more advanced ways to structure their markets, to make sure that they have the most advanced technology available to power their markets and we are a natural partner for them on that.
And then on the data side, more and more demand, actually international demand for both our data products and our index products is developing. And we certainly are seeing that coming through in terms of our results. So we're very pleased with the overall drivers of the market. And those are probably the biggest indicators of success for NASDAQ.
Any other questions? Hearing none, we will proceed. I'll now call upon our Inspector of Elections, Mr. Tony Caridio to announce the preliminary results.
Tony? Mr. Chairman, the preliminary results of the shareholder vote indicate that all of NASDAQ's nominees as Director were elected to another term. Management's proposal to approve the compensation of its executive officers was approved. The proposal to approve the NASDAQ Equity Incentive Plan as amended and restated was approved and the company's auditor was ratified.
Finally, a stockholder proposal entitled shareholder right to act by written consent was not approved.
Thank you. Having heard the results, this concludes the official business portion of our meeting. I want to thank you all for attending today's meeting and for interest you have shown in the affairs of NASDAQ. Since there is nothing further to come before the meeting, I will declare this meeting adjourned as of 8:52 am this morning. Thank you all for coming.