|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 8/01/18 NASDAQ, Inc. 10-Q 6/30/18 110:13M |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.03M
2: EX-10.1 Material Contract HTML 60K
3: EX-10.2 Material Contract HTML 71K
4: EX-10.3 Material Contract HTML 82K
5: EX-10.4 Material Contract HTML 92K
6: EX-10.5 Material Contract HTML 98K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
16: R1 Document and Entity Information HTML 50K
17: R2 Condensed Consolidated Balance Sheets HTML 138K
18: R3 Condensed Consolidated Balance Sheets HTML 42K
(Parenthetical)
19: R4 Condensed Consolidated Statements of Income HTML 126K
20: R5 Condensed Consolidated Statements of Comprehensive HTML 60K
Income (Loss)
21: R6 Condensed Consolidated Statements of Cash Flows HTML 144K
22: R7 Organization and Nature of Operations HTML 48K
23: R8 Basis of Presentation and Principles of HTML 56K
Consolidation
24: R9 Significant Accounting Policies Update HTML 266K
25: R10 Divestiture and Acquisitions HTML 66K
26: R11 Assets and Liabilities Held For Sale HTML 51K
27: R12 Goodwill and Acquired Intangible Assets HTML 142K
28: R13 Investments HTML 55K
29: R14 Deferred Revenue HTML 122K
30: R15 Debt Obligations HTML 93K
31: R16 Retirement Plans HTML 36K
32: R17 Share-Based Compensation HTML 130K
33: R18 Nasdaq Stockholders? Equity HTML 64K
34: R19 Earnings Per Share HTML 64K
35: R20 Fair Value of Financial Instruments HTML 69K
36: R21 Clearing Operations HTML 84K
37: R22 Commitments, Contingencies and Guarantees HTML 51K
38: R23 Income Taxes HTML 60K
39: R24 Business Segments HTML 156K
40: R25 Basis of Presentation and Principles of HTML 145K
Consolidation (Policies)
41: R26 Basis of Presentation and Principles of HTML 57K
Consolidation (Tables)
42: R27 Significant Accounting Policies Update (Tables) HTML 223K
43: R28 Divestiture and Acquisitions (Tables) HTML 53K
44: R29 Assets and Liabilities Held For Sale (Tables) HTML 51K
45: R30 Goodwill and Acquired Intangible Assets (Tables) HTML 223K
46: R31 Investments (Tables) HTML 42K
47: R32 Deferred Revenue (Tables) HTML 121K
48: R33 Debt Obligations (Tables) HTML 72K
49: R34 Share-Based Compensation (Tables) HTML 117K
50: R35 Nasdaq Stockholders? Equity (Tables) HTML 57K
51: R36 Earnings Per Share (Tables) HTML 60K
52: R37 Fair Value of Financial Instruments (Tables) HTML 61K
53: R38 Clearing Operations (Tables) HTML 70K
54: R39 Income Taxes (Tables) HTML 49K
55: R40 Business Segments (Tables) HTML 154K
56: R41 Organization and Nature of Operations (Details) HTML 62K
57: R42 Basis of Presentation and Principles of HTML 37K
Consolidation (ASU Update 2018-02) (Details)
58: R43 Significant Accounting Policies Update (Narrative) HTML 57K
(Details)
59: R44 Significant Accounting Policies Update (Remaining HTML 50K
Performance Obligation) (Details)
60: R45 Significant Accounting Policies Update (Revenue by HTML 123K
Product, Service and Segment) (Details)
61: R46 Divestiture and Acquisitions (2018 Divestiture) HTML 40K
(Details)
62: R47 Divestiture and Acquisitions (2017 Acquisitions) HTML 56K
(Details)
63: R48 Divestiture and Acquisitions (Intangible Assets) HTML 51K
(Details)
64: R49 Assets and Liabilities Held For Sale (Details) HTML 92K
65: R50 Goodwill and Acquired Intangible Assets (Schedule HTML 48K
of Changes in Goodwill) (Details)
66: R51 Goodwill and Acquired Intangible Assets HTML 54K
(Narrative) (Details)
67: R52 Goodwill and Acquired Intangible Assets Goodwill HTML 70K
and Acquired Intangible Assets (Finite-Lived and
Indefinite-Lived Intangible Assets) (Details)
68: R53 Goodwill and Acquired Intangible Assets (Estimated HTML 45K
Future Amortization Expense) (Details)
69: R54 Investments (Schedule of Investments) (Details) HTML 42K
70: R55 Investments (Narrative) (Details) HTML 75K
71: R56 Deferred Revenue (Changes in Deferred Revenue) HTML 62K
(Details)
72: R57 Deferred Revenue (Estimated Deferred Revenue) HTML 69K
(Details)
73: R58 Debt Obligations (Changes in Debt Obligations) HTML 112K
(Details)
74: R59 Debt Obligations (Commercial Paper) (Details) HTML 39K
75: R60 Debt Obligations (Senior Unsecured Notes) HTML 34K
(Details)
76: R61 Debt Obligations (Senior Unsecured Floating Rate HTML 35K
Notes) (Details)
77: R62 Debt Obligations (5.55% Senior Unsecured Notes) HTML 34K
(Details)
78: R63 Debt Obligations (3.875% Senior Unsecured Notes) HTML 42K
(Details)
79: R64 Debt Obligations (4.25% Senior Unsecured Notes) HTML 39K
(Details)
80: R65 Debt Obligations (1.75% Senior Unsecured Notes) HTML 42K
(Details)
81: R66 Debt Obligations (3.85% Senior Unsecured Notes) HTML 39K
(Details)
82: R67 Debt Obligations (2017 Credit Facility) (Details) HTML 47K
83: R68 Debt Obligations (2016 Credit Facility) (Details) HTML 37K
84: R69 Debt Obligations (Other Credit Facilities) HTML 37K
(Details)
85: R70 Retirement Plans (Narrative) (Details) HTML 38K
86: R71 Share-Based Compensation (Narrative) (Details) HTML 143K
87: R72 Share-Based Compensation (Summary of Share-Based HTML 39K
Compensation Expense) (Details)
88: R73 Share-Based Compensation (Summary of Restricted HTML 56K
Stock Activity) (Details)
89: R74 Share-Based Compensation (Schedule of Weighted- HTML 45K
Average Assumptions Used to Determine
Weighted-Average Fair Values) (Details)
90: R75 Share-Based Compensation (Summary of PSU Activity) HTML 64K
(Details)
91: R76 Share-Based Compensation (Summary of Stock Option HTML 67K
Activity) (Details)
92: R77 Nasdaq Stockholders' Equity (Narrative) (Details) HTML 87K
93: R78 Nasdaq Stockholders' Equity (Common Stock in HTML 38K
Treasury) (Details)
94: R79 Nasdaq Stockholders' Equity (Schedule of Dividends HTML 35K
Declared) (Details)
95: R80 Earnings Per Share (Summary of Computation of HTML 60K
Basic and Diluted Earnings Per Share) (Details)
96: R81 Earnings Per Share (Narrative) (Details) HTML 42K
97: R82 Fair Value of Financial Instruments (Schedule of HTML 48K
Financial Assets and Liabilities Measured at Fair
Value on Recurring Basis) (Details)
98: R83 Fair Value of Financial Instruments (Narrative) HTML 42K
(Details)
99: R84 Clearing Operations (Narrative) (Details) HTML 67K
100: R85 Clearing Operations (Schedule of Clearing Member HTML 39K
Default Fund Contributions And Margin Deposits)
(Details)
101: R86 Clearing Operations (Schedule of Derivative HTML 46K
Contracts Outstanding) (Details)
102: R87 Commitments, Contingencies and Guarantees HTML 75K
(Details)
103: R88 Income Taxes (Income Tax Provision) (Details) HTML 38K
104: R89 Income Taxes (Narrative) (Details) HTML 57K
105: R90 Business Segments (Narrative) (Details) HTML 31K
106: R91 Business Segments (Schedule of Operating Segments) HTML 59K
(Details)
107: R92 Business Segments (Corporate Items) (Details) HTML 56K
109: XML IDEA XML File -- Filing Summary XML 206K
108: EXCEL IDEA Workbook of Financial Reports XLSX 136K
10: EX-101.INS XBRL Instance -- ndaq-20180630 XML 4.30M
12: EX-101.CAL XBRL Calculations -- ndaq-20180630_cal XML 276K
13: EX-101.DEF XBRL Definitions -- ndaq-20180630_def XML 1.05M
14: EX-101.LAB XBRL Labels -- ndaq-20180630_lab XML 2.06M
15: EX-101.PRE XBRL Presentations -- ndaq-20180630_pre XML 1.44M
11: EX-101.SCH XBRL Schema -- ndaq-20180630 XSD 252K
110: ZIP XBRL Zipped Folder -- 0001120193-18-000010-xbrl Zip 357K
| Exhibit |
Amended and Restated on April 24, 2018 | ||||
Purpose
& Statement Of Policy | QUESTIONS? Please contact the Stock Plan Administrator if at any time you have questions about the equity element of the policy. Please contact the Office of the Corporate Secretary with questions about the cash element of the policy. | |||
Annual Non-Employee Director (“Director”) compensation consists of the following elements, each of which is discussed further below: (i) annual retainer, (ii) annual equity award, (iii) annual committee chair fees and (iv) annual committee member fees. | ||||
Director compensation will be based on a compensation
year in connection with the annual meeting of stockholders (the “Annual Meeting”). This enables Directors to receive equity immediately following election and appointment to the Board at the Annual Meeting. | ||||
Applicability & Scope | ||||
This Policy is applicable to all non-employee Directors of Nasdaq, Inc. | ||||
• | Annual
Director Retainer compensation is equal to a total value of $75,000 for each Director, other than the Chairman of the Board. |
• | The Lead Independent Director, if any, will receive the Annual Director Retainer plus an additional Lead Independent Director Retainer of $75,000. |
• | The Chairman of the Board will receive Annual Board Chairman Retainer compensation equal to a total value of $240,000. |
• | Annual
Retainer compensation will be delivered in the form of equity; however, Directors may annually elect to receive Retainer compensation in cash or equity. Each Director will have the opportunity to make this election during the thirty (30) day period preceding the Annual Meeting. If the Director declines to make an election, the entire Annual Retainer will be paid in equity. |
• | Equity will be issued as Restricted Stock Units to each eligible director automatically on the date of the Annual Meeting immediately following the Director’s election and appointment by the Board. The equity portion |
• | If cash is selected, the cash portion will be paid semi- annually in arrears, in equal installments, no later than the fifteenth day of the third month following the end of the semi-annual period; provided, however, that a Director will have a right to receive a cash payment for any given period only if that person serves as a Director during all or a portion of that period, with the cash payment for the period being prorated in the case of a person who serves as a Director during only a portion of a period (other than on account of death or disability). |
• | A
Director appointed after the annual shareholders meeting will be eligible to receive a prorated share of the Annual Retainer compensation. Such a Director may elect to receive the Annual Retainer compensation in cash or equity. Equity will be paid retroactively on the date of the next Annual Meeting. Any cash portion will be paid semi-annually in arrears. |
• | All Directors, including the Chairman and Lead Independent Director, will receive an additional annual equity award in the form of Restricted Stock Units, in the amount of $230,000 per annum. |
• | The annual equity award will be granted to each Director automatically on the date of the Annual Meeting immediately following the Director’s election and appointment to the Board. |
• | The
annual equity award will be paid in accordance with the “Policies and Procedures Relating to Equity Grants” below. |
• | The Chairperson of each of the Audit and Management Compensation Committees will receive an Annual Chair Fee of $30,000. |
• | The Chairperson of the Finance and Nominating & Governance Committees will receive an Annual Chair Fee of $20,000. |
• | The
Annual Chair fees will be paid in equity; however, each Chairperson may elect to receive the Annual Chair fees in cash. The Annual Chair fees will be issued as Restricted Stock Units to each eligible director automatically on the date of the Annual Meeting immediately following the Director’s election and appointment by the Board. Fees paid in equity will be paid in accordance with the “Policies and Procedures Relating to Equity Grants” below. |
• | If cash is selected, the cash portion will be paid semi- annually in arrears, in equal installments, no later than the fifteenth day of the third month following the end of the semi-annual period; provided, however, that a Director will have a right to receive a cash payment for any given period
only if that person serves as a Director during all or a portion of that period, with the cash payment for the period being prorated in the case of a person who serves as a Director during only a portion of a period (other than on account of death or disability). |
• | Each Non-Chair Member of the Audit and Management Compensation Committees will receive an annual membership fee of $10,000. |
• | Each
Non-Chair Member of the Finance and Nominating & Governance Committees will receive an annual membership fee of $5,000. |
• | The Annual Committee Member fees will be paid in equity; however, each Non-Chair Member may elect to receive the Annual Committee Member fees in cash. The Annual Committee Member fees will be issued as Restricted Stock Units to each eligible director automatically on the date of the Annual Meeting immediately following the Director’s election and appointment by the Board. Fees paid in equity will be paid in accordance with the “Policies and Procedures Relating to Equity Grants” below. |
• | If
cash is selected, the cash portion will be paid semi- annually in arrears, in equal installments, no later than the fifteenth day of the third month following the end of the semi-annual period; provided, however, that a Director will have a right to receive a cash payment for any given period only if that person serves as a Director during all or a portion of that period, with the cash payment for the period being prorated in the case of a person who serves as a Director during only a portion of a period (other than on account of death or disability). |
• | Calculation
of the number of shares of equity to be awarded to Directors will be valued at 100% of face value and based on the closing price of Nasdaq’s common stock on the date of the grant. Equity awards are non- transferable and must be issued to the Director. |
• | Any grants of equity under this policy shall be exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
• | Equity awards will vest 100% one (1) year from the date of the grant. Equity awards will
also vest upon the scheduled expiration of a Director’s term, if such term is not renewed. |
• | Upon a Director’s resignation (other than for death or disability) prior to the end of the Director’s term, equity awards will be forfeited. |
• | Upon termination of a Director for “Misconduct,” all equity awards will be forfeited without further consideration to the Director. |
• | Upon
termination of a Director on account of his death or disability, equity awards will vest. |
• | Shortly after vesting, vested shares will appear in the Director’s account at E*Trade. To view this information, a Director may log directly onto his or her online E*Trade account at https://us.etrade.com/e/t/user/login_sp. Additionally, a Director may contact E*Trade’s Executive Services Team at 1.866.987.2339 or via email at executiveservices@etrade.com |
• | Equity awards will be evidenced by an Equity Award Agreement to be entered into with each Director. |
• | Once vested, shares will be freely tradeable. Nasdaq does not have a repurchase right or obligation. |
• | Trading in Nasdaq shares, however, is subject to the Director and
Executive Officers Trading Policy and to any contractual restrictions on transfer, such as lock-up agreements, that may be applicable. |
• | SEC Form 4s (Change in Beneficial Ownership) must be filed by each Director with the SEC within 2 business days of equity grants. The Director may request Nasdaq’s assistance with the preparation and filing of Form 4s and other Section 16 reports by providing a completed Power of Attorney and CIK/CCC Code, if the Director has a CIK/ CCC Code currently assigned. |
• | Equity
will be reflected as stock owned by Directors, if required, in the Beneficial Ownership Table of the Nasdaq Proxy and will be disclosed under the general Director Compensation section of the Proxy. |
• | Stock ownership guidelines for Directors of Nasdaq are as follows. |
Chairman of the Board | 6x
Annual Board Chairman Equity Grant |
Lead Independent Director | 2X Annual Lead Independent Director Equity Grant |
All Other Directors | 2x Annual Director Equity Grant |
• | New Directors are expected to meet the applicable level of ownership within four years of their election to the Board of Directors. |
• | The
value of shares owned will be calculated based upon Nasdaq’s average closing common stock price for a 90 day period prior to the date on which the Director is expected to meet the applicable level of stock ownership. |
• | Shares that count toward meeting the stock ownership guidelines include: |
— | Shares owned outright (e.g., shares obtained upon option exercise, shares purchased in the open market, etc.) |
— | Shared
ownership (e.g., shares owned or held in trust by immediate family) |
— | Vested and unvested restricted shares |
• | Shares that do not count toward meeting the stock ownership guidelines: |
— | Vested stock options |
— | Unvested
stock options |
• | Once an applicable guideline threshold has been attained, the Director is expected to continuously retain sufficient share ownership to meet the guideline for as long as the Director is subject to the Stock Ownership Guidelines. |
• | There may be instances where an exception to the guidelines is necessary or appropriate, including in cases where the satisfaction of the guidelines would place a severe hardship on the Director. In such cases, the Chairman of the Board will make a final determination as to
whether an exception to the Stock Ownership Guidelines, in whole or in part, will be granted. |
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/1/18 | 4 | ||
| For Period end: | 6/30/18 | |||
| 4/24/18 | 3, 4, 8-K, DEF 14A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/23 Nasdaq, Inc. 10-K 12/31/22 143:19M 2/23/22 Nasdaq, Inc. 10-K 12/31/21 144:19M 2/23/21 Nasdaq, Inc. 10-K 12/31/20 140:20M |