---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-176140"
form_type: "8-K"
ticker: "NDAQ"
cik: "0001120193"
company_name: "NASDAQ, INC."
filed_at: "2023-06-27T23:59:59+00:00"
generated_at: "2026-06-13T15:59:53.744707+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Nasdaq shareholders elect all 11 directors, approve say-on-pay, reject independent board chair proposal

## Summary
- All 11 director nominees elected with majority support; Adena Friedman received ~276M votes.
- Say-on-pay advisory approved: ~277.6M for, ~16.2M against.
- Advisory vote on frequency: ~290.9M voted for every year; company will hold annual say-on-pay votes.
- Ratification of Ernst & Young as auditor passed: ~303.1M for, ~14.0M against.
- Shareholder proposal for independent board chairman rejected: ~82.5M for, ~211.4M against.

## SEC filing metadata
- accession: 0001193125-23-176140
- form_type: 8-K
- ticker: NDAQ
- cik: 0001120193
- company_name: NASDAQ, INC.
- filed_at: 2023-06-27T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1120193/000119312523176140/0001193125-23-176140-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1120193/000119312523176140/d507938d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-176140
- JSON: https://secwatch.observer/filing/0001193125-23-176140.json
- Plain text: https://secwatch.observer/filing/0001193125-23-176140.txt

## Key facts
- Shareholder Votes
  NASDAQ, INC. shareholders rejected Shareholder Proposal – "Independent Board Chairman" at the 2023-06-21 meeting.
  - Outcome: failed
  - Meeting: 2023-06-21
  source text: Proposal 5: Shareholder Proposal – "Independent Board Chairman" 82,465,270 211,434,174 505,171 22,843,855
  evidence_url: https://www.sec.gov/Archives/edgar/data/1120193/000119312523176140/0001193125-23-176140-index.htm
- Shareholder Votes
  NASDAQ, INC. shareholders approved Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023 at the 2023-06-21 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: Proposal 4: Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023 303,129,640 13,983,541 135,289 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1120193/000119312523176140/0001193125-23-176140-index.htm
- Shareholder Votes
  NASDAQ, INC. shareholders approved Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation at the 2023-06-21 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: ONE YEAR TWO YEARS THREE YEARS ABSTAIN BROKER NON-VOTES Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation 290,907,367 260,629 3,096,949 139,670 22,843,855
  evidence_url: https://www.sec.gov/Archives/edgar/data/1120193/000119312523176140/0001193125-23-176140-index.htm
- Shareholder Votes
  NASDAQ, INC. shareholders approved Election of Directors at the 2023-06-21 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: On June 21, 2023, the Company held its 2023 Annual Meeting of Shareholders, and the Company's shareholders took the following actions: (i) elected each of the Company's eleven nominees for director to serve until the 2024 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) approved an advisory vote to conduct future advisory votes on executive compensation every year, (iv) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 and (v) did not approve the shareholder proposal entitled "Independent Board Chairman."
  evidence_url: https://www.sec.gov/Archives/edgar/data/1120193/000119312523176140/0001193125-23-176140-index.htm
- Shareholder Votes
  NASDAQ, INC. shareholders approved Approval of the Company's Executive Compensation on an Advisory Basis at the 2023-06-21 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: Proposal 2: Approval of the Company's Executive Compensation on an Advisory Basis 277,610,720 16,213,058 580,837 22,843,855
  evidence_url: https://www.sec.gov/Archives/edgar/data/1120193/000119312523176140/0001193125-23-176140-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.