Nasdaq (NDAQ) Proxy filing summary

Executive summary

• Achieved record net revenue of $5.2B in 2025, with 13% growth over 2024 and strong performance across all divisions, including surpassing $4B in Solutions revenue and $1.2T in listing transfers.

• Completed the accretive acquisition of Adenza ahead of schedule, doubled expense synergy targets, and advanced deleveraging by repaying $826M in debt.

• Introduced innovative initiatives such as SEC-approved trading of tokenized equity securities and 23/5 trading, with implementation planned for the second half of 2026.

• Embedded AI across products and operations, deploying over 150 enterprise AI agents and enabling 350+ clients to adopt agentic AI workers.

• Increased quarterly dividend by 13% to $0.27/share and returned over $1.2B to shareholders through dividends and share repurchases.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 12 directors for a one-year term, approval of executive compensation on an advisory basis, and ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholder engagement includes year-round outreach, biennial Investor Day, and virtual annual meetings to enhance participation.

Board of directors and corporate governance

• Board comprises 12 nominees with 92% independence, diverse backgrounds, and an average tenure of 8.4 years.

• Board refreshment ongoing, with five new directors in the last five years.

• Lead Independent Director and independent committee chairs provide robust oversight.

• Board and committees conduct annual assessments and director education, with a focus on technology, risk, and sustainability.

• Shareholder rights include annual director elections, majority voting, proxy access, and the ability for 15% of shareholders to call special meetings.