Nasdaq (NDAQ) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 10, 2026, at 8:00 A.M. Eastern Time, to be held virtually via webcast.

• Shareholders of record as of April 13, 2026, are eligible to vote on proposals.

• Proxy materials, including the Notice, Proxy Statement, and Form 10-K, are available online or by request.

Voting matters and shareholder proposals

• Election of 12 directors is on the agenda, with each nominee recommended by the board.

• Advisory vote on executive compensation (say-on-pay) is included.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Additional business may be transacted as appropriate during the meeting.

Board of directors and corporate governance

• Twelve director nominees are listed for election, including Melissa M. Arnoldi, Charlene T. Begley, Adena T. Friedman, Essa Kazim, Thomas A. Kloet, Kathryn A. Koch, Holden Spaht, Michael R. Splinter, Johan Torgeby, Toni Townes-Whitley, Jeffery W. Yabuki, and Alfred W. Zollar.