Nasdaq adopts charter amendment for officer exculpation and modernizes bylaws

NASDAQ, INC.

Shareholder-approved charter amendment to limit officer liability (exculpation) filed with Delaware, effective Jan 14, 2026, after SEC approval.
Bylaws amended to modernize advance notice for stockholder nominations and business proposals, including universal proxy card provisions.
Bylaws updated for Delaware General Corporation Law changes, emergency provisions, and exclusive forum clause for certain claims.
Amendments provide operational flexibility and clarify administrative provisions.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

NASDAQ, INC.: Amendments modernizing advance notice, universal proxy, operational flexibility, DGCL updates, emergency bylaw, and forum selection provisions (effective 2026-01-14).

Change: bylaw amendment
Effective: 2026-01-14

Exact text from the filing

On April 23, 2025, Nasdaq’s Board of Directors approved amendments to the By-Laws of the Company (the “By-Laws” and the amendments thereto, the “By-Laws Amendments”), which amendments were also subject to the approval of the SEC.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

NASDAQ, INC.: Approved certificate of amendment to provide for limited officer exculpation (effective 2026-01-14).

Change: charter amendment
Effective: 2026-01-14

Exact text from the filing

Nasdaq’s shareholders approved a certificate of amendment to Nasdaq’s Amended and Restated Certificate of Incorporation to provide for limited officer exculpation (the “Charter Amendment”).

View on SEC.gov

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NASDAQ, INC. filing history →

Source: SEC EDGAR

accession 0001193125-26-015293

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