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NASDAQ OMX Group DEFA14A 2012
Definitive Additional Materials

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12


The NASDAQ OMX Group, Inc.

(Name of Registrant as Specified In its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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©
Copyright 2011, The NASDAQ OMX Group, Inc. All rights reserved.
PROXY TOPICS:  ANNUAL MEETING OF
STOCKHOLDERS MAY 22, 2012


DIRECTOR NOMINEE: BÖRJE EKHOLM
SHAREHOLDER PROPOSAL: ABILITY TO CALL SPECIAL
SHAREHOLDER MEETINGS
2
SHAREHOLDER PROPOSAL: ADOPTION OF A SIMPLE
MAJORITY VOTE
APPENDIX:
DIRECTOR NOMINEES AND NOMINATING PROCESS
NASDAQ OMX CORPORATE GOVERNANCE BEST PRACTICES
NASDAQ OMX
2012 PROXY
DISCUSSION TOPICS
NASDAQ OMX SHAREHOLDER ENGAGEMENT


Investor AB is a relatively small (less than 90 employees) industrial
holding company, similar to an investment company, with each
investment
managed
separately.
Investor
AB
states
that
there
are
no
shared functions across the holdings and that it increases its own value
by generating value in each holding independently.
DIRECTOR NOMINEE
BORJE EKHOLM
NASDAQ OMX Board of Directors
recommends that shareholders vote
“FOR”
the election of director
nominee Börje Ekholm. Mr. Ekholm’s
role on the NASDAQ OMX Board is
to deliver increased value to our
stockholders.
Glass
Lewis
has
recommended
a
“FOR”
vote,
acknowledging Mr. Ekholm’s role in increasing
stockholder value and noting that he serves on a
fewer number of boards this year than in prior years.
ISS Europe understands the Investor AB business
model and has not issued an “overboarding”
comment on Mr. Ekholm.
ISS
U.S.
has
recommended
“AGAINST”
Mr.
Ekholm
based on the fact that he serves on a total of four
publicly traded boards, including Investor AB.
3
Investor AB states that it aims to generate long-term returns for
stockholders
by owning and developing companies with a long-term
ownership horizon. Investor AB has reported that over the past 20 years,
the company has generated a total return of 13% per annum, which
according to Investor AB compares favorably to returns generally
available
over
the
same
period
in
the
Swedish
stock
market.
Investor AB’s stated objective is to grow its net asset value. Investor AB
explains that this is achieved through increasing the value of each
underlying holding. Mr. Ekholm’s participation on various boards,
including NASDAQ OMX’s Board, serves to deliver increased value to
stockholders of NASDAQ OMX.
Investor AB, with the stated total net asset value of $25 billion in 15 long-
term holdings, is, based on its SEC filings, one of NASDAQ OMX’s
largest stockholders, beneficially owning approximately 19 million shares
of
NDAQ.
We
are
not
presently
aware
of
any
material
conflicts
of
interest
between NASDAQ OMX and Investor AB.
Source of Investor AB factual information: www.investorab.com


As CEO of Investor AB, Mr. Ekholm is expected to participate in the
management
of
the
investments
made
by
the
holding
company.
Mr.
Ekholm serves on two SEC registered company boards, NASDAQ OMX
and Ericsson. Mr. Ekholm also serves on the boards of Investor AB and
Husqvarna,
which
are
not
SEC
registered
companies.
DIRECTOR NOMINEE
BORJE EKHOLM
NASDAQ OMX Board of
Directors recommends that
shareholders
vote
“FOR”
the
election of director nominee
Börje Ekholm. Mr. Ekholm’s role
on the NASDAQ OMX Board is
to deliver
increased
value
to
our
stockholders.
Glass
Lewis
has
recommended
a
“FOR”
vote,
acknowledging Mr. Ekholm’s role in increasing
shareholder value and noting that he serves
on a fewer number of boards this year than in
prior years.
ISS Europe understands the Investor AB
business model and has not issued an
“overboarding”
comment on Mr. Ekholm.
ISS U.S has recommended “AGAINST”
Mr.
Ekholm based on the fact that he serves on a
total of four publically traded boards, including
Investor AB.
4
Mr. Ekholm is the manager of Investor AB’s interests in NASDAQ OMX.
His actions, insights and experience at the Board meetings have to date
delivered substantial value for NASDAQ OMX stockholders.
ISS Europe understands the Investor AB business model and has not
issued an
“overboarding”
comment
on
Mr.
Ekholm.
Mr.
Ekholm’s
primary
role on the NASDAQ OMX Board is to generate long-term returns for
stockholders.
Mr.
Ekholm’s
service
on
four
public
company
Boards
is his
primary job at Investor AB.
Mr. Ekholm began his career at McKinsey before joining Investor AB. At
Investor AB, Mr. Ekholm led an early stage venture capital company and
new investment
operations
before
assuming
his
current
role.
Mr.
Ekholm
holds an M.S. in Electrical Engineering ( Royal Institute of Technology,
Stockholm) and M.B.A. (INSEAD, France).
Source of Investor AB factual information: www.investorab.com


NASDAQ OMX Nominating and Governance Committee members have
discussed the
matter
of
“simple
majority
vote”
and
will
place
the
topic
on
the 2012 committee meeting agenda.
STOCKHOLDER
PROPOSAL: ADOPTION
OF A SIMPLE MAJORITY
VOTE
NASDAQ OMX Board of
Directors Recommends a Vote
“AGAINST”
this Stockholder
Proposal.
ISS has recommended voting “FOR”
this proposal, noting it would enhance
shareholder rights.
5
NASDAQ OMX’s certificate of incorporation and by-laws require more
than a majority vote for a limited number of actions, such as removal of
directors, stockholder amendments to the by-laws and certain
amendments
to
the
certificate
of
incorporation.
This
requirement
is
intended
to
protect
our
stockholders
against
coercive
tactics
in
a
small
number of significant corporate matters.
Because we operate securities exchanges in the U.S., the Exchange Act
requires that the Securities and Exchange Commission review and/or
approve most amendments to our certificate of incorporation and by-
laws. The current language in the NASDAQ OMX certificate of
incorporation and by-laws has been approved by the Securities and
Exchange Commission.
NASDAQ OMX is unable to determine if the Securities and Exchange
Commission would accept the amendments being proposed by the
stockholder.


Pursuant to this stockholder proposal an investor owning a single share
of
NASDAQ
OMX
stock
may
be
able
to
call
a
special
meeting.
STOCKHOLDER
PROPOSAL: SPECIAL
SHAREHOLDER
MEETINGS
NASDAQ OMX Board of
Directors Recommends a Vote
“AGAINST”
this Stockholder
Proposal.
ISS and Glass Lewis have
recommended a vote “FOR”
this
proposal noting that it would provide
stockholders with a means to call a
special meeting to vote on issues that
may arise between annual meetings.
6
The low threshold suggested to call a special stockholder meeting could
subject the organization to disruption (and impose costs) from an
individual
or
special
interest
groups,
who
have
no
fiduciary
duties
to
other
stockholders
and
who
may
have
an
agenda
that
is
not
in
the
best
interest of the majority of stockholders or the company.
Throughout the year NASDAQ OMX executives regularly engage in
dialogue with stockholders, inviting comments on corporate governance
and executive compensation matters. Matters of importance to
stockholders are regularly communicated to the Board.
Amending NASDAQ OMX’s certificate of incorporation and by-laws as
suggested by the stockholder proposal would require review and/or
approval by the Securities and Exchange Commission. NASDAQ OMX is
unable to determine if the Securities and Exchange Commission would
accept the proposed amendments.


NASDAQ OMX annual stockholder outreach includes in-person investor
meetings, quarterly earnings presentations, SEC filings and frequent
electronic and web communications.
NASDAQ OMX
STOCKHOLDER
ENGAGEMENT
NASDAQ OMX management
recognizes the importance of
communication with a wide
range of stakeholders, including
stockholders; we listen and act
on stockholder feedback and
suggestions.
7
NASDAQ OMX executives regularly engage with institutional
stockholders as part of our outreach program to discuss corporate
strategy and performance, corporate governance matters and executive
compensation matters.
At NASDAQ OMX Investor Day (May 10, 2012) management is
presenting information regarding NASDAQ OMX, its strategy and
financial
outlook
to
investors.
A
webcast
of
the
2012
Investor
Day
may
be
found
at
www.nasdaqomx.com
Investor
Relations
link.
Stockholder and investor events take place at the NASDAQ Marketsite in
New York City throughout the year.


NASDAQ
OMX
Board
of
Directors
recommends
a
vote
“FOR”
the
election of all director nominees.
DIRECTOR NOMINEES &
NOMINATING PROCESS
Director Nominees:
Steven D. Black
Börje Ekholm
Robert Greifeld
Glenn H. Hutchins
Essa Kazim
John D. Markese
Ellyn A. McColgan
Thomas F. O’Neill
James S. Riepe
Michael R. Splinter
Lars Wedenborn
8
Evaluation of director nominees by the NASDAQ OMX Nominating and
Governance Committee includes a review of skills, qualifications,
characteristics and experience with the objective of having a board with
a diverse background and experience in the areas of global business,
finance, legal and regulatory, technology and marketing.
The NASDAQ OMX Nominating and Governance Committee seeks
certain characteristics in all director nominees including a high level of
integrity, personal and professional ethics, sound business judgment,
ability and willingness to commit sufficient time to fulfill board
responsibilities and a commitment to represent the long-term interests of
NASDAQ OMX stockholders.
The Nominating and Governance Committee, in evaluating director
nominees, considers each candidate in the context of the board as a
whole with the objective of maintaining a board that represents the
interest of stockholders while furthering the success of NASDAQ OMX.


NASDAQ OMX CORPORATE GOVERNANCE BEST PRACTICES
•Majority Voting for Directors in Uncontested Elections
•Annual Election of Directors
•Majority Independent Board
•Three Fully Independent Committees
•Board Regularly Meets in Executive Session
•All Directors Attended More Than 75% of Board and Committee Meetings
•Annual Board and Committee Evaluations
•Corporate Governance Guidelines
•Global Ethics Program and Confidential Whistleblower Process
•No “Poison Pill”
•Comprehensive Succession Planning Program
•Strong Risk Management Program
•Corporate Sustainability Program
9


NASDAQ OMX EXECUTIVE COMPENSATION BEST PRACTICES
•Pay for Performance Philosophy
•Elimination of Share Recycling Provision
•Stock Ownership Guidelines
Stock Holding Requirement
•Prohibition on Short Selling
•Frozen Pension Plan and SERP
•Limited Severance Arrangements
•“Double Trigger”
Change in Control Agreements
•Elimination of Tax-Gross Up Payments on Severance Arrangements
•Limited Perquisites
•Incentive Recoupment Policy (“Clawback Policy”)
•Limited Employment Agreements
•Engagement of Independent Compensation Consultant
•Extensive Risk Assessment of Compensation Programs
10


©
Copyright 2011, The NASDAQ OMX Group, Inc. All rights reserved.
QUESTIONS REGARDING THE NASDAQ OMX ANNUAL MEETING AND RELATED
PROPOSALS MAY BE DIRECTED TO
CORPORATE
SECRETARY:
JOAN.CONLEY@NASDAQOMX.COM
OR
INVESTOR
RELATIONS:
JOHN.SWEENEY@NASDAQOMX.COM
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