NASDAQ OMX Group (NDAQ)

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 8, 2006, Mary Jo White resigned from our Board of Directors effective immediately.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On November 30, 2005, Senator Fred D. Thompson tendered his resignation from the Board of Directors of Nasdaq.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On November 28, 2005, Steven J. Randich advised The Nasdaq Stock Market, Inc. (“Nasdaq”) that he was resigning as Nasdaq’s Executive Vice President Operations and Technology and Chief Information Officer effective December 9, 2005. Mr. Randich has indicated that he is resigning to pursue another business opportunity. Nasdaq is appointing Anna M. Ewing, Nasdaq’s Senior Vice President for Technology Services, as Interim Chief Information Officer. A press release announcing these changes is attached as an exhibit to this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) The Nasdaq Stock Market, Inc. (“Nasdaq”) is obligated by the terms of an Amended and Restated Securityholders Agreement (the “Agreement”), dated as of April 22, 2005, among Nasdaq, Silver Lake Partners II TSA, L.P., Silver Lake Technology Investors II, L.L.C., Silver Lake Partners TSA, L.P., Silver Lake Investors, L.P., Integral Capital Partners VI, L.P. and VAB Investors, LLC (collectively, “SLP”), to nominate and use its reasonable best efforts to cause the election of a representative of SLP to Nasdaq’s board of directors (the “Board”). Glenn Hutchins, a Managing Director of the general partner of SLP, has been nominated by Nasdaq’s Nominating Committee and elected by the Board as a Class 1 Director to serve a term that expires at the 2007 annual meeting of stockholders of Nasdaq. Mr. Hutchins joined the Board effective May 9, 2005. Nasdaq has agreed to appoint Mr. Hutchins to the Board’s Finance and Compensation Committees.

The information concerning the Agreement and related transactions contained in Item 1.01 of Nasdaq’s Current Report on Form 8-K, dated April 28, 2005, is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.