NDAQ » Topics » Information With Respect to Director Nominees

This excerpt taken from the NDAQ DEF 14A filed Apr 3, 2009.

Information With Respect to Director Nominees

Listed below are the nominees for directors. The information for each nominee includes the nominee’s principal occupation, business experience, current directorships of publicly-traded companies, age as of the date of this proxy statement, and the year the nominee was first elected a director. Each nominee, if elected, will serve for a one-year term expiring at the 2010 annual meeting and until the election and qualification of his or her successor.

We are obligated by the terms of a securityholders’ agreement dated April 22, 2005 among NASDAQ OMX, Silver Lake and other parties to nominate and generally use best efforts to cause the election to the NASDAQ OMX board of one individual designated by Silver Lake, subject to certain conditions. Mr. Hutchins has been designated by Silver Lake as its candidate.

We also are obligated by the terms of a stockholders’ agreement dated February 27, 2008 between NASDAQ OMX and Borse Dubai to nominate and generally use best efforts to cause the election to the NASDAQ OMX board of two individuals designated by Borse Dubai, subject to certain conditions. Messrs. Ba’alawy and Kazim have been designated by Borse Dubai as its candidates.

 

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Unless authority is withheld, proxies will be voted in favor of electing the nominees named below as directors of NASDAQ OMX. If your proxy is executed in such a manner as to withhold authority to vote for one or more nominees named below for director, the persons named as proxies will follow your instructions.

 

Name

   Age    Classification    Director
Since

Soud Ba’alawy

   46    Industry    2008

Urban Bäckström

   54    Non-Industry; Public Director    2008

H. Furlong Baldwin

   77    Non-Industry; Public Director    2000

Michael Casey

   63    Non-Industry; Issuer Representative    2001

Lon Gorman

   60    Industry    2003

Robert Greifeld

   51    Staff Director    2003

Glenn H. Hutchins

   53    Industry    2005

Birgitta Kantola

   61    Non-Industry    2008

Essa Kazim

   50    Industry    2008

John D. Markese

   63    Non-Industry; Public Director    1996

Hans Munk Nielsen

   62    Non-Industry    2008

Thomas F. O’Neill

   62    Industry    2003

James S. Riepe

   65    Non-Industry    2003

Michael R. Splinter

   58    Non-Industry; Issuer Representative    2008

Lars Wedenborn

   50    Non-Industry    2008

Deborah L. Wince-Smith

   58    Non-Industry; Public Director    2004
This excerpt taken from the NDAQ DEF 14A filed Apr 17, 2008.

Information With Respect to Director Nominees

Listed below are the nominees for directors. The information for each nominee includes his or her principal occupation, business experience and current public directorships, if any, the age as of the date of this proxy

 

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statement, and the year the nominee was first elected a director. Each nominee, if elected, will serve for a one-year term expiring at the 2009 annual meeting and until the election and qualification of his or her successor.

We are obligated by the terms of a securityholders’ agreement dated April 22, 2005 among NASDAQ OMX, Silver Lake and other parties to nominate and generally use best efforts to cause the election to the NASDAQ OMX board of one individual designated by Silver Lake, subject to certain conditions. Mr. Hutchins has been designated by Silver Lake as its candidate.

We are also obligated by the terms of a stockholders’ agreement dated February 27, 2008 between NASDAQ OMX and Borse Dubai Limited (Borse Dubai) to nominate and generally use best efforts to cause the election to the NASDAQ OMX board of two individuals designated by Borse Dubai, subject to certain conditions. Messrs. Ba’alawy and Kazim have been designated by Borse Dubai as its candidates.

Unless authority is withheld, proxies will be voted in favor of electing the nominees as directors of NASDAQ OMX. If your proxy is executed in such a manner as to withhold authority to vote for one or more nominees for director, the persons named as proxies will follow your instructions.

 

Name

   Age    Classification    Director
Since

Soud Ba’alawy

   45    Industry    2008

Urban Bäckström

   53    Non-Industry; Public Director    2008

H. Furlong Baldwin

   76    Non-Industry; Public Director    2000

Michael Casey

   62    Non-Industry; Issuer Representative    2001

Lon Gorman

   59    Industry    2003

Robert Greifeld

   50    Staff Director    2003

Glenn H. Hutchins

   52    Industry    2005

Birgitta Kantola

   60    Non-Industry    2008

Essa Kazim

   49    Industry    2008

John D. Markese

   60    Non-Industry; Public Director    1996

Hans Munk Nielsen

   61    Non-Industry    2008

Thomas F. O’Neill

   61    Industry    2003

James S. Riepe

   64    Non-Industry    2003

Michael R. Splinter

   57    Non-Industry; Issuer Representative    2008

Lars Wedenborn

   49    Non-Industry    2008

Deborah L. Wince-Smith

   57    Non-Industry; Public Director    2004
This excerpt taken from the NDAQ DEF 14A filed Apr 20, 2007.

Information With Respect to Director Nominees

Listed below are the nominees for directors. The information for each nominee includes his or her principal occupation, business experience and current public directorships, if any, the age as of the date of this proxy statement, and the year the nominee was first elected a director of Nasdaq. Each nominee, if elected, will serve for a one-year term expiring at the 2008 annual meeting upon the election and qualification of his or her successor.

We are obligated by the terms of a securityholders agreement dated April 22, 2005 among Nasdaq, Hellman & Friedman, Silver Lake and other parties to nominate and generally use best efforts to cause the election to the Nasdaq board of one individual designated by each of Hellman & Friedman and Silver Lake subject to certain conditions. Mr. Healy has been designated by Hellman & Friedman as its candidate, and Mr. Hutchins has been designated by Silver Lake as its candidate.

Unless authority is withheld, proxies will be voted in favor of electing the nominees as directors of Nasdaq. If your proxy is executed in such a manner as to withhold authority to vote for one or more nominees for director, the persons named as proxies will follow your instructions.

 

Name

   Age   

Classification

   Director
Since

H. Furlong Baldwin

   75    Non-Industry; Public Director    2000

Michael Casey

   61    Non-Industry; Issuer Representative    2001

Daniel Coleman

   42    Industry    2005

Lon Gorman

   58    Industry    2003

Robert Greifeld

   49    Staff Director    2003

Patrick J. Healy

   40    Non-Industry    2004

Glenn H. Hutchins

   51    Industry    2005

Merit E. Janow

   48    Non-Industry; Public Director    2005

John D. Markese

   61    Non-Industry; Public Director    1996

Thomas F. O’Neill

   60    Industry    2003

James S. Riepe

   63    Non-Industry    2003

Thomas G. Stemberg

   58    Non-Industry; Issuer Representative    2002

Deborah L. Wince-Smith

   56    Non-Industry; Public Director    2004
This excerpt taken from the NDAQ DEF 14A filed Apr 21, 2006.

Information With Respect to Director Nominees

 

Listed below are the nominees for Class 2 and Class 3 directors. The information for each nominee include his or her principal occupation, business experience and current public directorships, if any, the age as of the date of this proxy statement, and the year was first elected a director of Nasdaq. Each nominee, if elected, will serve for a one-year term expiring at the 2007 annual meeting and upon their successors being duly elected and qualified.

 

We are obligated by the terms of a securityholders agreement dated April 22, 2005 between Nasdaq and Hellman & Friedman to nominate and generally use best efforts to cause the election to the Nasdaq board of one individual designated by Hellman & Friedman. Mr. Healy has been designated by Hellman & Friedman as its candidate and has been nominated to the Nasdaq board. Our board of directors has determined that each of the nominees is considered independent of Nasdaq pursuant to the standards of independence applicable to companies listed on The Nasdaq National Market.

 

Unless authority is withheld, proxies in the accompanying form will be voted in favor of electing the nominees as Class 2 and Class 3 directors of Nasdaq. If your proxy is executed in such a manner as to withhold authority to vote for one or more nominees for director, the persons named as proxies will follow your instructions.

 

Name


   Age

   Class

   Classification

   Director
Since


Michael Casey

   60    3    Non-Industry    2001

Daniel Coleman

   41    2    Industry    2005

Jeffrey N. Edwards

   45    3    Industry    2004

Lon Gorman

   57    3    Industry    2003

Patrick J. Healy

   39    2    Non-Industry    2004

Merit E. Janow

   47    2    Public Director    2005

John D. Markese

   60    3    Public Director    1996

Thomas F. O’Neill

   59    3    Industry    2003

James S. Riepe

   62    3    Non-Industry    2003

Thomas G. Stemberg

   57    2    Non-Industry    2002

Deborah L. Wince-Smith

   55    3    Public Director    2004

 

This excerpt taken from the NDAQ DEF 14A filed May 2, 2005.

Information With Respect to Director Nominees

 

Listed below are the nominees for Class 2 directors, including information showing the principal occupation, business experience and current public directorships, if any, of each, the age of each as of the date of this proxy statement, and the year each was first elected a director of Nasdaq. Under Nasdaq’s current Certificate of Incorporation, the nominees are to serve for a three-year term expiring at the 2008 annual meeting and upon their successors being duly elected and qualified. If Proposal III is approved by Holders, however, the term of the Class 2 directors will expire at the 2006 annual meeting. Nasdaq is obligated by the terms of a securityholders agreement the “Securityholders Agreement,” dated April 22, 2005 between Nasdaq and Hellman & Friedman Capital Partners IV, L.P. and certain of its affiliated partnership, (collectively “Hellman & Friedman”), to nominate and generally use its best efforts to cause the election to the Board of Directors of one individual designated by Hellman & Friedman, subject to certain conditions. Mr. Healy has been designated by Hellman & Friedman as its candidate and has been nominated to the Nasdaq Board. The Board of Directors has determined that each of the nominees is considered independent of Nasdaq pursuant to the standards of independence applicable to companies listed on The Nasdaq National Market.

 

Unless authority is withheld, proxies in the accompanying form will be voted in favor of electing the individuals identified in the table below as Class 2 directors of Nasdaq. If the proxy is executed in such a manner as to withhold authority to vote for one or more nominees for director, such instructions will be followed by the persons named as proxies.

 

Name


   Age

   Class

   Position

   Director
Since


Daniel Coleman

   40    2    Director    —  

Patrick J. Healy

   38    2    Director    2004

Merit E. Janow

   46    2    Director    —  

Thomas G. Stemberg

   56    2    Director    2002

Mary Jo White

   57    2    Director    2002

 

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