Independent
Tenure on this board
9.1 yrs
12 nominees · 3 ballot items.
Elect 12 directors for one-year terms; advisory vote to approve the Company’s executive compensation (Say-on-Pay); and ratification of Ernst & Young LLP as Nasdaq’s independent registered public accounting firm for fiscal year 2026.
Elect 12 nominees to serve as directors for a one-year term ending at the 2027 Annual Meeting (uncontested election; majority of votes cast required).
Non-binding, advisory vote (Say-on-Pay) to approve the 2025 compensation of Nasdaq’s Named Executive Officers as disclosed in this Proxy Statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s 2025 executive compensation disclosures and program design as presented in the Proxy Statement. Management seeks this advisory approval to validate its compensation framework, which the Board and Management Compensation Committee assert is designed to align pay with strategic priorities, drive long-term shareholder value, and retain critical leadership during a period of transformation. The program emphasizes at-risk compensation: a substantial majority of NEO pay is performance-based and equity-linked, with PSUs pegged to three‑year relative TSR and RSUs for retention, alongside formulaic annual cash incentives tied to corporate financial metrics (operating income, net revenues, ARR) and strategic objectives. The Board highlights recent outcomes — strong revenue and ARR growth, realized synergies from acquisitions, and robust cash generation — to justify above-target payouts and continued use of performance-based awards. The advisory vote is non-binding, but the Board and Compensation Committee commit to consider the voting outcome when setting future pay. Key governance elements cited by management include clawback policies, stock ownership and holding guidelines, prohibition on hedging/pledging, and double-trigger change-in-control protections, all intended to mitigate excessive risk-taking and align executive and shareholder interests. From an analyst perspective, the proposal raises considerations about metric selection (TSR for long-term pay and operating/ARR metrics for short-term pay), the balance between retention and performance incentives (noting recent special and two‑year PSU awards tied to integration), and potential sensitivity to future TSR volatility and accounting adjustments tied to acquisitions. Evaluators should weigh whether the disclosed pay outcomes reasonably reflect sustained performance versus one-off items (e.g., divestiture gains, purchase accounting adjustments) and whether governance safeguards and disclosure practices provide adequate accountability and transparency to shareholders.
Ratify the Audit & Risk Committee’s appointment of Ernst & Young LLP as Nasdaq’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | INVESTOR AB | 10.32% | 58,382,426 | $4.9B |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 5.89% | 33,298,954 | $2.8B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 5.52% | 31,237,808 | $2.7B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.62% | 26,103,691 | $2.2B |
| 5 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 4.01% | 22,672,340 | $1.9B |
| 6 | STATE STREET CORP | 3.49% | 19,714,705 | $1.7B |
| 7 | BlackRock, Inc. | 2.79% | 15,805,268 | $1.3B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.04% | 11,532,040 | $975M |
| 9 | BlackRock, Inc. | 1.62% | 9,148,620 | $777M |
| 10 | HARRIS ASSOCIATES L P | 1.39% | 7,840,303 | $666M |
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