8-K filed January 16, 2026, 6:59 PM ET ticker NDAQ CIK 0001120193

other material confidence high sentiment neutral materiality 0.20

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.

item 5.03 item 9.01

Machine-readable event card

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form_type: 8-K
ticker: NDAQ
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company_name: NASDAQ, INC.
filed_at: 2026-01-16T23:59:59+00:00
discovered_at: 2026-05-14T18:02:34.561616+00:00
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Source-grounded claims

a320c449085222905da56f7a48b999c8f166ffd9

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

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.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

f5d1146ce31664d78b934fb15138ac78a8c9e9aa

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

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”).

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

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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.

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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.

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On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.

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Filing page SEC filing

MAN

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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.

Comparable filing

the Board of Directors of the Company amended Section 3.3 of Article III of the Company’s Amended and Restated By-Laws (the “ By-Laws Amendment ”) to permit the removal of a director with or without cause by the affirmative vote of two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a meeting of shareholders duly called for such purpose. The effective date of the By-Laws Amendment is May 8, 2026.

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same fact type: governance_change same SEC item: 5.03, 9.01 same event type: other_material similar materiality

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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.

Comparable filing

On May 5, 2026, the Board of Directors of Conagra Brands, Inc. (the “Company”) approved Amended and Restated Bylaws of Conagra Brands, Inc. (“Amended and Restated Bylaws”), effective on such date.

Filing page SEC filing

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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.

Comparable filing

on May 6, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation that sets forth the Amendment (the “Certificate of Amendment”).

Filing page SEC filing

AUB

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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.

Comparable filing

The Amended and Restated Articles were effective on May 6, 2026.

Filing page SEC filing

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