UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2015 (December 15, 2015)
NASDAQ, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-32651 | 52-1165937 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| One Liberty Plaza, New York, New York | 10006 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: +1 212 401 8700
No change since last report
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) Appointment of Certain Officers
| (1) | On December 15, 2015, Adena T. Friedman was appointed to the position of President and Chief Operating Officer of Nasdaq, Inc. (“Nasdaq”), effective immediately. |
| (2) | Ms. Friedman, age 46, has been President at Nasdaq since June 2014. She previously served as Chief Financial Officer and Managing Director at The Carlyle Group. Prior to joining Carlyle in March 2011, Ms. Friedman served in several positions at Nasdaq over a tenure of 17 years, including Executive Vice President, Corporate Strategy and Chief Financial Officer. |
| (3) | On December 15, 2015, Nasdaq’s board of directors and management compensation committee approved changes to Ms. Friedman’s compensation package consistent with her existing employment contract. Effective immediately, Ms. Friedman will receive an annual base salary of $850,000. In 2016, Ms. Friedman will be eligible for a cash incentive award with a target value of $1,500,000 and an equity grant valued at $4,000,000. |
A copy of the press release announcing the appointment of Ms. Friedman as President and Chief Operating Officer is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (a) | Exhibits. |
| Exhibit No. |
Exhibit Description | |
| 99.1 | Press Release dated December 16, 2015. | |
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.
| Dated: December 18, 2015 | NASDAQ, INC. | |||||
| By: | /s/ Edward S. Knight | |||||
| Edward S. Knight | ||||||
| Executive Vice President and General Counsel | ||||||
Exhibit 99.1
Adena Friedman Appointed Chief Operating Officer at Nasdaq
Will Assume Responsibility for All Business Operations
NEW YORK, Dec. 16, 2015 (GLOBE NEWSWIRE) — Nasdaq (Nasdaq:NDAQ) today announced that Adena Friedman has been appointed Chief Operating Officer of Nasdaq, effective immediately. As President and COO, Friedman will assume responsibility for all of the company’s global business operations and will continue to report to CEO Bob Greifeld.
In this new role, Friedman will be focused on identifying new growth opportunities, as well as finding ways to best optimize the global financial technology operator’s product and service offering. She will oversee P&L responsibility as well as day-to-day operational business decisions and budget allocation for each of the company’s business units.
“This is a natural progression for Adena and Nasdaq, given the evolution of our organization into a global financial technology leader,” said Bob Greifeld, CEO, Nasdaq. “As a company that competes on a global playing field every day, this appointment will enable us to achieve greater strategic alignment, collaboration and operational excellence across our businesses and organization.”
Friedman rejoined Nasdaq in June 2014, as President, after serving for three years as Chief Financial Officer and Managing Director of The Carlyle Group. Prior to that, she worked at Nasdaq for 17 years, starting as an intern, and serving in a variety of roles, including Head of Strategy and Chief Financial Officer. Her role as President included responsibility for Global Listing Services and the Nasdaq Private Market, Global Information Services (comprising Data and Index products), and the Global Technology Services (comprising Market Technology and Corporate Solutions) business units.
“I am excited about the prospects ahead for Nasdaq, and the opportunity to lead all of our global businesses,” said Adena Friedman, President and COO, Nasdaq. “We are at a pivotal point in our company’s evolution, and decisions around how we best optimize our businesses and leverage our collective strengths to better serve our clients will be vital to our long-term success.”
Friedman earned an M.B.A. from Owen Graduate School of Management, Vanderbilt University, in Nashville, Tennessee. She holds a B.A. in political science from Williams College in Massachusetts.
About Nasdaq:
Nasdaq, Inc. (Nasdaq:NDAQ) is a leading provider of trading, clearing, exchange technology, listing, information and public company services across six continents. Through its diverse portfolio of solutions, Nasdaq enables customers to plan, optimize and execute their business vision with confidence, using proven technologies that provide transparency and insight for navigating today’s global capital markets. As the creator of the world’s first electronic stock market, its technology powers more than 70 marketplaces in 50 countries, and 1 in 10 of the world’s securities transactions. Nasdaq is home to more than 3,600 listed companies with a market value of approximately $8.8 trillion and more than 10,000 corporate clients. To learn more, visit: nasdaq.com/ambition or business.nasdaq.com