UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment to Stockholders’ Agreement with Investor AB
On December 14, 2022, Nasdaq, Inc. (“Nasdaq”) entered into the First Amendment to Nasdaq Stockholders’ Agreement (the “Amended Stockholders’ Agreement”) with Investor AB (“Investor AB”), amending the original stockholders’ agreement that was entered into between Nasdaq and Investor AB on December 16, 2010, as previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 21, 2010. The Amended Stockholders’ Agreement provides the following, among other things:
Board Representation
The Amended Stockholder’s Agreement reinstated Investor AB’s right to propose for nomination one person (reasonably acceptable to Nasdaq’s Nominating & ESG Committee) for election to Nasdaq’s Board of Directors (the “Board”). Pursuant to the Amended Stockholder’s Agreement, Mr. Johan Torgeby, President and Group Chief Executive of Skandinaviska Enskilda Banken (SEB), a Nordic financial services group, and a currently serving member of the Board, will be deemed Investor AB’s designee until Nasdaq’s 2024 annual meeting of shareholders, or until his earlier death, resignation or removal. Mr. Torgeby was elected to Nasdaq’s Board of Directors on July 19, 2022 as an independent director.
Standstill Restrictions
The standstill restrictions of the Amended Stockholders’ Agreement, which had expired, are reinstated and will terminate and cease to apply, along with the Board representation right described above, upon the earliest to occur of:
| • | Investor AB owning less than 10% of outstanding Nasdaq common stock; |
| • | Nasdaq entering into a definitive agreement with respect to a change of control of Nasdaq; |
| • | A change of control of Nasdaq; |
| • | Investor AB informing Nasdaq that it no longer wishes to have a Board representative; or |
| • | Nasdaq informing Investor AB that it does not intend to nominate or otherwise support Investor AB’s Board representative. |
The foregoing summary of the Amended Stockholders’ Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Stockholders’ Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Exhibit Description | |
| 4.1 | First Amendment to Nasdaq Stockholders’ Agreement, dated as of December 14, 2022, between Nasdaq, Inc. and Investor AB. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
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 16, 2022 | NASDAQ, INC. | |||||
| By: | /s/ John A. Zecca | |||||
| Name: | John A. Zecca | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||