NASDAQ INC
For the period ended Jun 11, 2025. Filed Apr 28, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2025 · Filed Apr 28, 2025
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
☒
Filed by a party other than the Registrant
☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
|---|
Nasdaq, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|
| ☐ | Fee paid previously with preliminary materials |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
|---|
Proxy
Statement
APRIL 28, 2025
Our Story
Since the beginning, Nasdaq has had disruption in its DNA. From pioneering the world’s first electronic exchange and building innovative indexes to providing industry-leading technology that powers more than 135 marketplaces (including those operated by Nasdaq) and regulators, in more than 55 countries, we are driven by a relentless pursuit of reimagining a better tomorrow.
Through the work we do every day, we power stronger economies and contribute to a more sustainable world to help our communities, clients, and employees reach their full potential.
We recognize our responsibility as a technology company to challenge the known, discover the incredible, and create a future that empowers economic opportunity. At Nasdaq, we question today to rewrite tomorrow.
| Dear Fellow Shareholders, As our 2025 Annual Shareholder Meeting approaches, it is an honor to write to you as your Board of Directors. The Company’s strong performance in 2024 demonstrates another year of impressive execution, significant resilience amid persistent unpredictability, and our relentless focus on generating value for you. Increased Shareholder Value Nasdaq had an exceptional year in 2024. A disciplined capital allocation strategy, strong free cash flow from operations, and the continued investment into our products and solutions generated outstanding results. Some of these highlights include: ● Increased quarterly dividend by 9% and paid an aggregate of $541 million in dividends during the year. ● Repaid more than $800 million of our debt from the Adenza acquisition, meeting our deleveraging goals ahead of schedule. ● Returned $145 million to shareholders through share repurchases. ● Attained outstanding growth in the Financial Technology division, including cross-sells with AxiomSL and Calypso, while also expanding our international customer footprint. ● Achieved a record year in the Index business, with average ETP AUM of $647 billion at the end of the fourth quarter. ● Demonstrated strong performance of our Financial Crime Management Technology business, which generated 23% ARR growth with 114% net revenue retention. ● Maintained our U.S. listings leadership, marking the sixth consecutive year as the top U.S. exchange by number of IPOs and proceeds raised. Finally, as we substantially completed the integration of Adenza, the Company fully actioned the $80 million in net expense synergies goal that was announced at the completion of the acquisition—a year ahead of the initial target. Ongoing Board Refreshment Over the last five years, our Board has continually refreshed its composition to ensure an appropriate mix of skills, experiences, and perspectives to oversee the Company today and into the future. We are focused on maintaining a Board that is broad in its range of knowledge and accountable to our shareholders. We have thoughtfully added new directors who bring a deep understanding of technology, software, financial services, and capital markets. They also add notable experience when it comes to corporate strategy, customer relations, anti-financial crime, and risk management. As the industry and our operating environment evolve, we will continue to seek strong alignment of our Board’s skills and expertise to the effective oversight of Nasdaq’s strategic priorities. | The Company’s strong performance in 2024 demonstrates another year of impressive execution, significant resilience amid persistent unpredictability, and our relentless focus on generating value for you. |
|---|
NASDAQ PROXY STATEMENT
Talent Oversight
When it comes to executing Nasdaq’s strategic priorities, we have the utmost confidence in Nasdaq’s world-class team. Attracting and retaining the best talent is critical to the Company’s success, and the Board is actively focused on the high-priority work of talent management oversight. Throughout 2024, we prioritized the human capital components of Nasdaq’s transformation journey, including the Adenza integration and enhancements to Nasdaq’s talent practices, office experience, and AI tool usage.
As independent directors and stewards of your interests as shareholders, executive succession planning and securing stable leadership is one of most important responsibilities we have. In March 2025, we announced a new employment agreement with Adena T. Friedman, Chair and CEO. This agreement reflects our desire to maintain the strong momentum she has built and to promote stability across the organization. This agreement also reflects her performance and strategic leadership, as well as our trust in her to continue driving Nasdaq forward.
A Future Forward
We believe Nasdaq’s value proposition has never been more relevant, and we remain as focused as ever on the oversight of maintaining our resiliency, investing in new capabilities, empowering our people, exceeding expectations for our clients, and accelerating our performance. As the business achievements and governance practices described throughout this Proxy Statement indicate, Nasdaq is well positioned to drive profitable and durable growth—and to redefine the future as the trusted fabric of the world’s financial system.
We remain confident and incredibly motivated by what lies ahead. Thank you for your continued investment and trust in Nasdaq and for the opportunity to serve as your Board.
Dear Shareholders, Nasdaq achieved an outstanding year in 2024, delivering significant operational and financial milestones as we continued our journey to become the trusted fabric of the world’s financial system. We substantially completed the integration of Calypso and AxiomSL within the first year of closing the acquisition, continued to deepen our partnerships with our clients, delivered on our growth objectives, and achieved our initial net expense synergy and deleveraging goals ahead of schedule. These strong results provide us with confidence entering 2025, as we partner with our clients to navigate a higher volatility market backdrop, while also delivering new capabilities with our innovative, client-first teams. I am excited to share below how the entire Nasdaq team has executed our strategy to deliver Nasdaq’s next phase of value creation for our clients and shareholders. Executing Strategic Priorities: Integrate, Innovate, Accelerate When we met at our Investor Day in March 2024, Nasdaq introduced three strategic priorities that underpinned our approach to delivering resilient and scalable growth. We successfully delivered on these priorities in 2024 as we further aligned Nasdaq’s business to meet our clients’ needs and the megatrends shaping our industry. ● Integrate – Successfully integrate Adenza into Nasdaq, unlock synergies, and drive operating leverage: Nasdaq’s Financial Technology Division ended 2024 with a well-structured operating model, and we are deploying the One Nasdaq go-to-market approach to deliver holistically for our clients. In addition, our solid free cash flow enabled Nasdaq to finish the year ahead of our net expense synergy and deleveraging goals, while introducing additional efforts to deliver further cost synergies and efficiencies. ● Innovate – Build upon our technology foundation by investing in artificial intelligence opportunities across our products and our employees: Nasdaq introduced new AI-powered solutions and product offerings designed to aid in the fight against financial crime, help companies expedite and make better ESG decisions, and digitize corporate governance in 2024. We saw solid client adoption, and our product managers continue to work on delivering new AI features in product roadmaps. Building on this success, Nasdaq has a strong innovation pipeline with various product enhancements launching over the course of 2025. Within our internal operations, our focus on AI adoption has shifted from exploration and experimentation to driving impact. ● Accelerate – Accelerate the impact of our divisional structure and unlock new growth opportunities that will drive our business into the future: Nasdaq completed 11 cross-sells in 2024. Cross-sell opportunities accounted for over 15% of the Financial Technology Division’s pipeline and Nasdaq remains on track to exceed $100 million in run-rate revenue from cross-sells by the end of 2027. The steadfast execution of these strategic initiatives allowed us to deliver strong financial results in a dynamic operating environment. In 2024, Nasdaq delivered net revenues of $4.6 billion. On an adjusted basis, our non-GAAP revenues of $4.7 billion increased by 9%.1 Annualized Recurring Revenue was $2.8 billion, an increase of 7% year-over-year, while annualized SaaS revenue increased 14%. 1. Refer to Annex A of this Proxy Statement for a reconciliation of GAAP to non-GAAP measures.
NASDAQ PROXY STATEMENT
Delivering Significant Operational Milestones
In 2024, Nasdaq navigated a dynamic economic environment to deliver numerous operational achievements across our divisions.
In our Financial Technology Division, Nasdaq’s more than 3,800 clients now see us as a complete partner that helps solve their most critical challenges across risk, regulation, and trade infrastructure. Our enhanced product portfolio has not only strengthened our client relationships but also led to the signing of new clients and to the expansion of existing relationships with global financial institutions of all sizes.
Nasdaq’s Capital Access Platforms Division attracted new listings, supported corporate and investor decision making, and drove even more liquidity into the market through our leading Index franchise. Nasdaq extended our listings leadership to six consecutive years as the top U.S. exchange by number of IPOs and proceeds raised in 2024, and we celebrated the 500th listing transfer to Nasdaq. It was also an exceptional year for our Index franchise, which delivered outstanding revenue growth, ending the year with record assets under management and driving innovation with 116 new products launched with its clients.
In our Market Services Division, we leveraged our foundation as a market operator, delivering strength across U.S. and European cash equities, U.S. equity derivatives, and Index options. We also successfully migrated Nasdaq ISE to our next-generation derivatives platform, Fusion, and today, four of our six U.S. options markets as well as our European equity derivatives market are now running on Fusion, resulting in lower latency, higher throughput, and overall increased productivity.
Our operational progress this year, coupled with our deep industry expertise and execution mindset, is elevating our conversations with clients, and we entered 2025 with strong momentum across our business. Through our complementary and integrated solutions, we are confident we will continue to deliver consistent growth and accelerate our evolution as a trusted technology partner to the financial ecosystem.
Positioning Nasdaq for Long-Term Growth
The start of 2025 has been met with rapid shifts in geopolitical and macroeconomic policies, which has resulted in an unprecedented environment. The ongoing discussions around potential tariffs have created a fluid macroeconomic environment, and it is in these periods when the full range of Nasdaq’s capabilities takes on even greater importance to our clients, and when the resilience of our diversified business model positions us for long-term growth.
The global markets we operate enable capital formation even during turbulent periods, offering issuers the ability to access funding when they need it most, while providing investors with transparent, efficient mechanisms to express their views, adjust their strategies, and comprehensively manage risk.
Through our portfolio of mission-critical solutions across risk management, regulatory reporting, financial crime management, and capital markets technology, we are a trusted partner to institutions across the financial ecosystem.
By delivering on this approach, Nasdaq will bring corporates, investors, market operators, and market participants together to raise capital, invest successfully, and improve the resilience and integrity of the financial system.
We will continue to execute this strategy in 2025 and beyond, and we look forward to updating you on our progress to deliver long-term sustainable value to our shareholders, clients, and employees. Thank you for your unwavering support and trust.
Sincerely,
Adena T. Friedman
Chair and CEO
Nasdaq, Inc.
Acronyms and Certain Defined Terms
| AI | Artificial Intelligence |
|---|---|
| ARR | Annualized Recurring Revenue |
| AUM | Assets Under Management |
| CEO | Chief Executive Officer |
| CFO | Chief Financial Officer |
| CIO | Chief Information Officer |
| COBRA | Consolidated Omnibus Budget Reconciliation Act |
| CTO | Chief Technology Officer |
| ECIP | Executive Corporate Incentive Plan |
| EPS | Earnings Per Share |
| Equity Plan | Nasdaq’s Equity Incentive Plan |
| ERM | Enterprise Risk Management |
| ESPP | Employee Stock Purchase Plan |
| ETP | Exchange Traded Product |
| EVP | Executive Vice President |
| Exchange Act | Securities Exchange Act of 1934, as amended |
| FASB ASC Topic 718 | Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation” |
| Form 10-K | Nasdaq’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2024, as filed with the SEC on February 21, 2025 |
| GAAP | U.S. Generally Accepted Accounting Principles |
| IPO | Initial Public Offering |
| M&A | Mergers and Acquisitions |
| MIP | Verafin Holdings Inc. Amended and Restated Management Incentive Plan |
| NEO | Named Executive Officer |
| P&L | Profit & Loss |
| PCAOB | Public Company Accounting Oversight Board |
| PSU | Performance Share Unit |
| RSU | Restricted Stock Unit |
| S&P | Standard & Poor’s |
| SaaS | Software as a Service |
| SEC | U.S. Securities and Exchange Commission |
| SVP | Senior Vice President |
| TSR | Total Shareholder Return |
| VP | Vice President |
NASDAQ PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.