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AGM 2024

Jun 11, 2024

Operator

Good day, and welcome to the Nasdaq, Inc. annual meeting of shareholders. I'll now turn the conference over to Adena Friedman, Chair and CEO. Please go ahead.

Adena Friedman
Chair and CEO, Nasdaq

Good morning, ladies and gentlemen. The 2024 annual meeting of the shareholders of Nasdaq, Inc. is hereby convened and called to order. My name is Adena Friedman, Chair of the Nasdaq Board, CEO of Nasdaq, and Chair of this meeting. On behalf of the Board of Directors, welcome to Nasdaq's 2024 meeting of shareholders. We appreciate your attendance, your interest, and your support for Nasdaq. We are holding our annual meeting virtually. We've adopted a series of procedures that we believe provide shareholders with the same rights and opportunities to participate in this meeting as they would in an in-person meeting.

Please note that if we experience technical issues, such as a loss of audio or webcast connection, we ask that shareholders and guests stand by and allow us time to try to resolve the issue and resume the meeting or otherwise provide an update relating to the meeting. If a technical disruption occurs that prevents us from continuing or reconvening the meeting and the polls have been opened but the meeting has not been adjourned, the polls will be closed immediately. If we expect to be able to resolve the situation, I will adjourn the meeting, and the meeting will be reconvened in the same virtual format at a specified date and time that will be announced.

If we are not able to resolve the situation, votes received prior to the time the polls were closed will be counted, the meeting will not be reconvened, and the results will be announced publicly. Finally, if you need technical assistance during the meeting, please call the phone numbers displayed on the meeting welcome login page. We will have technicians available to assist you. The meeting is being recorded and will be available for replay on our website. I am pleased to inform you that our Board of Directors is in attendance at this meeting, including Mike Splinter, our Lead Independent Director.

In addition, certain members of our Management Committee are present at the meeting, including John Zecca, EVP and Chief Legal, Risk, and Regulatory Officer, Sarah Youngwood, EVP and Chief Financial Officer, Jeremy Skule, EVP and Chief Strategy Officer, and Bryan Smith, EVP and Chief People Officer. Representatives from Ernst & Young LLP, the company's independent auditor, and from Broadridge Financial Solutions, the inspector of the election, are in attendance as well. The representatives from Ernst & Young are available to answer any questions that you may have during the Q&A session. Now I will proceed with the meeting formalities. I will ask John Zecca, Chief Legal, Risk, and Regulatory Officer, to make his report.

John Zecca
EVP and Chief Legal, Risk, and Regulatory Office, Nasdaq

Thank you. I present proof by affidavit that notice of the meeting has been duly given, and that a notice of internet availability of proxy materials has been mailed on or about April 26th, 2024, to every shareholder of record as of April 15th, 2024. As of the April 15th, 2024, record date, there were 576,532,624 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 inspector and a report of inspector that a quorum is present at this meeting. Finally, I would like to remind you that certain statements in today's presentation and during Q&A may relate to future events and expectations, and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning the factors that may cause actual results to differ from forward-looking statements is contained in our press releases and periodic reports filed with the SEC.

Adena Friedman
Chair and CEO, Nasdaq

Thank you, John. There being a quorum present, we will proceed with the business of the annual meeting. At this time, I will ask our Lead Independent Director, Mike Splinter, to make a few remarks about the meeting procedures.

Mike Splinter
Lead Independent Director, Nasdaq

Thank you, Adena. Hello, I'm Mike Splinter, the Lead Independent Director of the Board of Directors. The agenda and meeting rules that will govern the meeting are available on the virtual meeting website. As the agenda notes, there are four matters for consideration by the shareholders. No other business will be presented at this meeting, although time has been set aside for a question and answer session. Questions may be submitted during the meeting through the Q&A box on the virtual meeting website. We encourage you to submit any applicable question that you may have.

Also, if there are any shareholders or proxy holders present who have completed proxies on the virtual meeting site and have not submitted their vote, please do so at this time or prior to the polls closing, in accordance with the instructions in the proxy statement and using the virtual meeting website. I will hand the meeting back over to Adena Friedman to provide her remarks on the company at this time. Adena?

Adena Friedman
Chair and CEO, Nasdaq

Thank you, Mike. I'd like to share highlights regarding the 2023 performance and review the progress that we have made at, towards achieving our vision of becoming the trusted fabric of the world's financial system. Later in my remarks, I will address our 2024 priorities, which we discussed at our 2024 Investor Day in March. Reflecting on the past year, I'm extremely proud of the Nasdaq team's accomplishments. 2023 was a transformational year for our business, as we achieved several major milestones to deepen our client relationships and advance our vision to be the trusted fabric of the world's financial system. This included completing the acquisition of Adenza, and further realigning our business to capitalize on the mega trends that are shaping the financial system. Importantly, we did all of this while continuing to deliver for our clients and our shareholders.

2023—and during 2023, Nasdaq continued to generate strong financial returns through our diversified platform and service offerings. We delivered net revenues of $3.9 billion in 2023, a 9% increase from 2022, or a 5% increase on an organic basis, excluding the impacts of changes in foreign exchange rates and the Adenza acquisition. As a result of our strategic pivot, which we embarked on in 2017, we are pleased to cross the $1 billion mark in net revenues for the first time in a single quarter, achieving revenues of $1.1 billion in the fourth quarter. On a full-year basis, we also saw an increase in annualized recurring revenue, ending the year at $2.6 billion.

Our solutions revenue generated strong annual growth, reflecting growth in both the capital access platforms and financial technology divisions, consistent with our overall solutions revenue outlook, despite a dynamic market environment. Finally, we continued to focus on deleveraging and returning capital to you, our shareholders, in the form of $269 million in repurchases of our common stock and $441 million in quarterly dividends during 2023. Turning now to a few of the operational highlights and client successes that drove our strong results in 2023 by division. As a reminder, we have evolved our divisional structure to align our business more closely to our clients' needs and the mega trends that are shaping our industry. This structure segments our business into three divisions: Capital Access Platforms, Financial Technology, and Market Services.

Starting in our Capital Access Platforms division, we maintained our position as the leading U.S. exchange for IPOs with an 81% U.S. operating company win rate in 2023. Last year marked Nasdaq's fifth consecutive year as the leading U.S. exchange in terms of both the number of IPOs, the proceeds raised, with 103 operating company IPOs that raised more than $11 billion in proceeds. In addition, 18 companies representing $377 billion in market value, switched their listings to Nasdaq during the year. In our index business, we realized $31 billion in net inflows into exchange traded products last year, including $10 billion in the fourth quarter alone. We partnered with our clients to launch 83 new products linked to Nasdaq indices throughout the year, bringing the market robust new solutions in line with investor demand.

Meanwhile, we continued to broaden our ESG solutions, launching multiple new offerings to help corporates and investors navigate an evolving ESG ecosystem, including Nasdaq Metrio and eVestment ESG Analytics. We also introduced a suite of solutions designed to help corporate clients drive governance excellence, and accelerate their ESG strategies through the AI-powered Sustainable Lens tool that is part of our IR Insight solution. Turning next to our financial technology division. Following the completion of the acquisition of Calypso and AxiomSL, we have built a financial technology powerhouse that combines our anti-financial crime, market technology, and risk and regulatory reporting solutions, positioning us as a key risk management partner to the global financial system. In our financial crime management technology business, we achieved a major milestone in 2023, signing our first three Tier 1 banks, as well as four Tier 2 banks.

At the same time, we partnered with a growing number of small and medium-sized financial institutions for a total of 237 new clients in 2023. Across our regulatory technology business, we signed 27 new clients in 2023, and made significant strides in modernizing our solutions by launching a new cloud-based architecture and capabilities within our surveillance user interfaces. These innovations give our clients the ability to calibrate their surveillance setup more efficiently and effectively. In our capital markets technology business, we continue to see strong demand for our modern market infrastructure that powers resilient and liquid markets around the world, signing 10 new clients in 2023, expanding our footprint worldwide, including in APAC and the LATAM regions.

Finally, turning to our market services division, we continue to maintain a leading market position in the U.S. equities and options markets, as well as for our cash equities markets in the Nordics. We continue to advance the modernization of markets with the successful migration of our second U.S. options market to the AWS Cloud infrastructure, and with the SEC approval of the first AI-powered exchange order type, called the Dynamic Midpoint Extended Life Order, or what we call it, MELO, which we launched in the first half of 2024. Before I conclude, I'd like to turn now to discuss our key priorities for 2024. As we head into the second half of the year, we remain confident that Nasdaq's diversified business has us well positioned to navigate the dynamic market environment ahead of us.

To continue our momentum throughout 2024 and beyond, we will be guided by three strategic priorities: integrate, innovate, and accelerate. First, beginning with integrate, we are focused on successfully integrating Calypso and AxiomSL into Nasdaq, unlocking synergies and driving operating leverage. As announced at our 2024 Investor Day, we expect to action 70% of our targeted $80 million in net expense synergies by the end of 2024, with a portion realized in 2024 and fully recognized in 2025. Next, on innovate. We're building our technology foundation by investing in artificial intelligence opportunities across our products and employees. Notably, we plan to make generative AI tools available to 100% of employees by the end of 2024, with a focus on impact across five strategic structural themes: coding, content, data, workflow automation, and algorithmic intelligence. And finally, on accelerate.

We will accelerate the impact of our divisional structure by unlocking new growth opportunities that will drive our business into the future. Our mission-critical and complementary solutions are at the forefront of our One Nasdaq strategy, with a goal of delivering at least $100 million in incremental revenue through cross-sell opportunities in the financial technology division by the end of 2027 and fully realized in 2028. We look forward to updating you on our progress against these priorities and remain dedicated to delivering value to our clients that drives sustainable, profitable growth for our business and for our shareholders. We will now proceed with the matters described in the proxy statement, specifically proposal number one, to elect 12 directors.

Shareholders are requested to approve the election of the following 12 director nominees to the Board of Directors to serve until the next annual meeting or until such director successors are duly elected and qualified. Melissa M. Arnoldi, Charlene T. Begley, Adena T. Friedman, Essa Kazim, Thomas A. Kloet, Kathryn A. Koch, Holden Spaht, Michael R. Splinter, Johan Torgeby, Toni Townes-Whitley, Jeffery W. Yabuki, and Alfred W. Zollar. Proposal two, to approve the company's executive compensation on an advisory basis. Proposal three, to ratify the appointment of Ernst & Young LLP as Nasdaq's independent registered public accounting firm. Proposal four, to consider the shareholder proposal entitled Special Shareholder Meeting Improvements. Mr. Kenneth Steiner of Great Neck, New York, or his representative, is invited to present the shareholder proposal within the 3-minute time frame set forth in the meeting rules.

I will now ask that the operator open the line for Mr. John Chevedden, on behalf of Mr. Steiner, to present the shareholder proposal.

Operator

Mr. Chevedden, your line is now open. Please proceed.

Speaker 6

Hello, this is John Chevedden, proposal four, Special Shareholder Meeting Improvement. Ask the Board of Directors to take the necessary steps to amend the governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. This proposal would do away with the current undemocratic rules that govern the shareholder right to call for a special shareholder meeting at Nasdaq. Certain Nasdaq shares are now excluded from the important shareholder right to call for a special shareholder meeting. This is undemocratic, plus excluding certain Nasdaq shares is deceptive and secretive because Nasdaq has never told its shareholders how many shares Nasdaq has excluded from this important shareholder right. 1/3 of Nasdaq shares could thus be excluded from this important shareholder right. Treating 1/3 of Nasdaq shares as non-shareholders is not democratic.

The Board of Directors make the dubious claim that they are subject to such a high level of accountability to shareholders, that they cannot tolerate any more accountability to shareholders. Calling a special shareholder meeting is hardly ever used by shareholders, but the main point of the right to call for a special shareholder meeting is that it gives Nasdaq shareholders a plan B option if Nasdaq management is not interested in good faith shareholder engagement. Management would have an incentive to genuinely engage with shareholders as an alternative to conducting a special shareholder meeting. With the widespread use of online shareholder meetings, it's much easier for management to conduct a special shareholder meeting, and thus, Nasdaq bylaws need to be updated accordingly. Please vote yes, Special Shareholder Meeting Improvement, proposal four.

Adena Friedman
Chair and CEO, Nasdaq

Thank you, Mr. Chevedden. As noted in the company's proxy statement, the Board recommends that the shareholders vote as follows: for the election of each nominee for director in proposal one, for proposal two, for proposal three, and against proposal four. We will now hold a question and answer session for the four proposals for consideration. A general question and answer session will follow the business portion of the meeting, so please limit your questions and comments at this time to these four proposals presented. I will now like to turn to Ato Garrett, our Head of Investor Relations. Ato, are there any questions with respect to these four proposals?

Ato Garrett
Head of Investor Relations, Nasdaq

We're showing no questions at this time with respect to the four proposals.

Adena Friedman
Chair and CEO, Nasdaq

Okay, thank you, Ato. We will now proceed with the vote on these four matters. Shareholders who have not yet voted or wish to change their vote may do so at this time in accordance with the instructions provided in the proxy statement. Please remember that if you're already voted prior to the meeting, it is not necessary to vote again at this time. It is now 8:18 A.M. Eastern Time, and the polls are open for all proposals. If there are shareholders who still desire to vote using the virtual meeting website in the instructions described in the proxy statement. If you've already voted, you do not need to vote again. We will leave the polls open for one minute to allow for any shareholders who have not yet voted to vote at this time. We appreciate your patience during this period, during which there will be silence.

The polls will remain open for another 30 seconds. The polls are about to close. It is now 8:19 A.M. Eastern Time, and the polls are now closed for all proposals. No further voting shall be permitted. We will now take questions that have been submitted prior to or during the annual meeting through our virtual meeting website and in accordance with the instructions in the proxy statement in our meeting rules. Ato, are there any questions?

Ato Garrett
Head of Investor Relations, Nasdaq

We are showing no additional questions.

Adena Friedman
Chair and CEO, Nasdaq

Thank you, Ato. We will now proceed to the announcement of the preliminary results. Our Inspector of Elections, Mr. Tony Carideo of Broadridge Financial Solutions, will provide me with the preliminary voting results, which I'll now present. The preliminary voting results are as follows: Each of the 12 director nominees have been duly elected. In proposal two, the compensation of our named executive officers on an advisory basis have been approved. In proposal three, the appointment of EY or Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31st, 2024, has been ratified. In proposal four, the shareholder proposal regarding a special shareholder meeting improvement has not been approved.

We expect to report the final results of the voting on a Form 8-K, which will be filed with the SEC within four business days of this meeting. This concludes the official business portion of our meeting. I want to thank you all for attending today's meeting and for the interest you've shown in Nasdaq. Since there's nothing further to come before the end of the meeting, I will declare the meeting adjourned as of 8:21 A.M. Eastern Time. Thank you very much.

Operator

Thank you for attending today's presentation. You may now disconnect your line.

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