NDAQ » Topics » Item 4. Submission of Matters to a Vote of Security Holders

These excerpts taken from the NDAQ 10-K filed Feb 25, 2008.

Item 4. Submission of Matters to a Vote of Security Holders.

 

At our special meeting of stockholders on December 12, 2007, the following matters set forth in our Proxy Statement dated November 19, 2007, which was filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, were voted upon with the results indicated below.

 

  1. A proposal seeking approval of the issuance of 60,561,515 shares of our common stock pursuant to our agreements with Borse Dubai, was approved, with 64,881,840 votes cast for, 431,222 votes cast against, 362,786 abstentions and 26,357,361 broker non-votes.

 

  2. A proposal seeking approval of an amendment to our Restated Certificate of Incorporation to change our name to “The NASDAQ OMX Group, Inc.” upon completion of our combination with OMX, was approved, with 91,273,215 votes cast for, 383,762 votes cast against and 376,231 abstentions.

 

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Part II

 


Item 4. Submission of Matters to a Vote of Security Holders.

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">At our special meeting of stockholders on December 12, 2007, the following matters set forth in our Proxy Statement dated November 19, 2007,
which was filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, were voted upon with the results indicated below.

SIZE="1"> 






 1.A proposal seeking approval of the issuance of 60,561,515 shares of our common stock pursuant to our agreements with Borse Dubai, was approved, with 64,881,840 votes cast for,
431,222 votes cast against, 362,786 abstentions and 26,357,361 broker non-votes.

 






 2.A proposal seeking approval of an amendment to our Restated Certificate of Incorporation to change our name to “The NASDAQ OMX Group, Inc.” upon completion of our
combination with OMX, was approved, with 91,273,215 votes cast for, 383,762 votes cast against and 376,231 abstentions.

 


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Part II

 

This excerpt taken from the NDAQ 10-K filed Feb 28, 2007.

Item 4. Submission of Matters to a Vote of Security Holders.

 

No matters were submitted to a vote of Nasdaq’s stockholders during the fourth quarter of 2006.

 

Part II

 

This excerpt taken from the NDAQ 10-K filed Mar 15, 2006.

Item 4. Submission of Matters to a Vote of Security Holders.

 

No matters were submitted to a vote of Nasdaq’s stockholders during the fourth quarter of 2005.

 

Part II

 

This excerpt taken from the NDAQ 10-Q filed Aug 9, 2005.

Item 4. Submission of Matters to a Vote of Security Holders

 

At our annual meeting of stockholders held on May 25, 2005, the following matters were submitted to a vote of security holders:

 

1. A proposal was submitted for the election of five Class 2 Directors to Nasdaq’s Board of Directors.

 

Directors Standing For Election    


   Term
Expires


   Votes For

   Votes
Withheld


Daniel Coleman

   2006    94,015,595    1,217,413

Patrick J. Healy

   2006    94,010,245    1,222,763

Merit E. Janow

   2006    94,015,745    1,217,263

Thomas G. Stemberg

   2006    94,013,095    1,219,913

Mary Jo White

   2006    94,013,525    1,219,483

 

Nominees required a favorable vote of a plurality of voting interests present and entitled to vote, in person or by proxy, at a meeting. Accordingly, the directors standing for election were elected.

 

Continuing Directors    


   Expires

H. Furlong Baldwin

   2007

Michael Casey

   2006

Jeffrey N. Edwards

   2006

Lon Gorman

   2006

Robert Greifeld

   2007

Glenn H. Hutchins

   2007

John D. Markese

   2006

Thomas F. O’Neill

   2006

James S. Riepe

   2006

Arvind Sodhani

   2007

Fred D. Thompson

   2007

Deborah L. Wince-Smith

   2006

 

2. A proposal was submitted and adopted to approve the reorganization of Nasdaq into a new holding company and transfer of all or substantially all assets to one or more of its subsidiaries.

 

Votes For

   83,638,969

Votes Against

   80,667

Abstentions

   22,796

Broker Non-Vote

   11,490,576

 

3. A proposal was submitted and adopted to amend Nasdaq’s restated certificate of incorporation to provide for the annual election of directors.

 

Votes For

   94,967,132

Votes Against

   249,380

Abstentions

   16,496

Broker Non-Vote

   Not Applicable

 

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4. A proposal was submitted and adopted to ratify the appointment of Ernst & Young LLP as Nasdaq’s independent auditors for the fiscal year ending December 31, 2005.

 

Votes For

   95,134,481

Votes Against

   60,552

Abstentions

   37,975

Broker Non-Vote

   Not Applicable

 

Accordingly, each of proposals 2, 3 and 4 were approved.

 

This excerpt taken from the NDAQ 10-K filed Mar 14, 2005.

Item 4. Submission of Matters to a Vote of Security Holders.

 

No matters were submitted to a vote of Nasdaq’s stockholders during the fourth quarter of 2004.

 

Part II

 

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