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MARCH 29, 2017

Dear Fellow Stockholders,

The Board of Directors works closely with the management team to develop and execute a sound strategic and governance framework to ensure Nasdaq is focused on the issues, investments and application of resources that will position the company to realize its fullest potential and maximize long-term value creation. In 2016, as stewards of your company, we helped guide Nasdaq through a period of significant progress that we believe further establishes a foundation for the company to better serve its clients and the capital markets in the months and years to come. We are pleased to share with you our progress and thoughts on the year regarding the actions we took on your behalf.

Leadership for the Future

Cultivating a leadership team with strong vision and a diverse skillset has always been a priority for this Board. Detailed succession planning and talent development are vital to sound management of risk and the achievement of our long-term objectives. Following a well-developed, multi-year succession plan, we were extremely pleased to appoint Adena T. Friedman as President and CEO of Nasdaq. Having spent most of her career at Nasdaq, Adena brings a passion, energy and insight to the role that we believe uniquely positions her for success. She was instrumental in helping Bob Greifeld steer the strategic transformation of the company’s business model–which now generates approximately 75% of its revenue from subscription and recurring sources. We look forward to continuing to work with her as she builds on the remarkable progress made over the last 14 years under Bob’s leadership. This, along with the other additions to the leadership team, including the appointment of Michael Ptasznik as EVP, Corporate Strategy and CFO, Stacie Swanstrom as EVP, Corporate Solutions and Bjørn Sibbern as EVP, Global Information Services, gives us great confidence in the company’s ability to continue to execute on its long-term strategy and growth objectives.

In addition, there were significant leadership transitions announced at the Board level. Börje E. Ekholm, who served as Chairman of our Board from May 2012 through December 2016, will end his service as a director at our 2017 Annual Meeting after being named CEO of Ericsson. We thank Börje for his service and contributions to the Board and Nasdaq and wish him well. Bob Greifeld, who stepped in to act as Chairman of the Board in January 2017 during this period of transition, also will end his service as a director at the 2017 Annual Meeting. We also wish to thank Bob for his 14 years of service as CEO of Nasdaq. During his tenure, he took Nasdaq from a small U.S. equities exchange to a global financial technology and capital markets franchise that is worth over $11 billion today. Following our 2017 Annual Meeting, the Board will elect a new Chairman. We continue to evaluate our Board composition to ensure that we have the right balance of viewpoints and expertise.

Oversight of Allocation of Capital and Long-Term Strategic Priorities

Sound capital allocation continues to play an important role in the company’s strategy and the achievement of its long-term objectives. The Board is fully involved in thoughtful allocation of capital and the investments the company makes in its future. To this end, we re-initiated the Finance Committee in 2016 to review the corporate capital plan and ensure we remain focused on maximizing value for our stockholders through the strategic deployment of capital.

In 2016, Nasdaq continued to execute across a number of areas that greatly enhance its capabilities to serve clients and strengthen its competitive position as a leading provider to the global capital markets. For example, we completed four strategic transactions that enhance our capabilities across our Market Services segment with the acquisitions of the International Securities Exchange, the operator of three U.S. equity options exchanges, and Nasdaq CXC, formerly Chi-X Canada, an alternative Canadian equity trading platform, and across our Corporate Solutions business with the acquisitions of Marketwired, a global provider of news distribution services, and Boardvantage, a leading board collaboration and productivity platform. The company is well on its way to achieve the synergy targets for these acquisitions along with the benefits they provide the business and clients.

In addition, the company continued to make progress with important organic investments such as NFX, Nasdaq’s energy futures market, which has represented one of the most successful market launches in the company’s history. NFX continues to grow both volumes and client base since its launch in 2015 and continues to play a vital role in Nasdaq’s overall long-term growth strategy.

Technology has always been fundamental to Nasdaq’s strategy to better serve its clients, and as such, the Board is keenly focused on investments in areas that are driving its future. Last year, the company made significant progress to enhance its use of emerging technologies like blockchain, machine intelligence and the cloud. Staying ahead of these trends is vital to evolving and advancing the company’s Market Technology segment and continuing to meet clients’ growing demand for these services as the pace of technology change accelerates across the industry. The high point of these efforts in 2016 was the development of the Nasdaq Financial Framework, which brings together all the elements of Nasdaq’s market technology capabilities into a single platform. This framework will enable clients to take full advantage of all the technology that Nasdaq continues to invest in and develop and accelerate the pace of their own initiatives and objectives.

Core to this effort is Nasdaq’s robust R&D process, which continues to fund key proofs of concept like the blockchain-driven proxy voting solution that we are developing in Estonia as well as many others. The Board will continue actively to monitor the R&D process to ensure that Nasdaq is developing the kinds of opportunities that better serve clients and lead to long-term value creation.

Cybersecurity is another area of increasing focus for us. Cybersecurity is a critical component of our risk assessment and mitigation framework. To this end, Nasdaq today utilizes an array of tools, processes and policies to prevent, detect and respond to attacks and ultimately to mitigate risk for its own internal systems and those of its client-facing systems. To this end, in 2016 the Audit Committee approved a strategic plan that establishes a critical long-term framework to monitor and mitigate cyber risk.

Developing and Maintaining a Strong Ethical Culture

In addition to ensuring a long-term focus, sound capital allocation management practices and measures to control risk, the Board works very closely with the management team to ensure that a proper ethical tone is established at the top. Nasdaq plays a vital role in the global economy that is built on trust and doing the right thing. As a role model to companies, regulators and the clients and constituents we serve, we take this responsibility very seriously, and acting with integrity is a core value of our culture. As such, the Board regularly reviews the company’s initiatives and programs to ensure the ongoing development of a strong ethical culture. Last year the company rolled out a number of new initiatives internally to increase awareness of ethics and compliance issues and strengthen channels for employees to anonymously bring potential issues to the management team. Our strong commitment to our values, transparency and sound business practices have always been crucial to our success and a top focus of the management team and the Board.

Listening to Your Views

In addition to the highlights and areas of focus mentioned above, your feedback and input are vital to the progress we make as a public company. As such, we continue to work with stockholders to increase the level and transparency of our stockholder engagement. As an example and as a result of your input, last year we adopted “proxy access,” which enables stockholders that meet the requirements set forth in the By-Laws to place a limited number of additional nominees for director on the ballot. We view engagement with our stockholders as vital to our long-term success.

Finally, your support is important and we value your opinions, suggestions and feedback about our company and governance practices. You can submit your views by writing to us at: AskBoard@nasdaq.com or Nasdaq Board of Directors c/o Joan Conley, SVP and Corporate Secretary, 805 King Farm Blvd., Rockville, MD 20850.

Nasdaq continues to play a critical role at the intersection of the capital markets and technology. Through a thoughtful strategic approach and governance framework, the Board will continue to work on your behalf to ensure Nasdaq continues advancing its business to better serve broker-dealers, exchange operators, clients, investors and employees—and foremost—you, our stockholders. We thank you again for your support and confidence.

The Board of Directors of Nasdaq, Inc.

March 29, 2017

Charlene T. Begley  /  Steven D. Black  /  Börje E. Ekholm  /  Adena T. Friedman

Robert Greifeld  /  Glenn H. Hutchins  /  Essa Kazim  /  Thomas A. Kloet

Ellyn A. McColgan  /  Michael R. Splinter  /  Lars R. Wedenborn

Proxy Summary

Corporate Governance

Corporate Governance Framework

Corporate Responsibility and Focus on Entrepreneurship

Stockholder Outreach

Stockholder Communication with Directors

Board of Directors

Proposal 1: Election of Directors

Board Committees

Director Compensation

Proposal 2: Approval of the Company’s Executive Compensation on an Advisory Basis

Compensation Discussion and Analysis

Business Performance Highlights

Pay for Performance Framework

What We Pay and Why: Elements of Executive Compensation

Risk Mitigation and Other Pay Practices

Management Compensation Committee Report

Management Compensation Committee Interlocks and Insider Participation

Executive Compensation Tables

2016 Summary Compensation Table

2016 Grants of Plan-Based Awards Table

2016 Outstanding Equity Awards at Fiscal Year-End Table

2016 Option Exercises and Stock Vested Table

2016 Pension Benefits Table

2016 Non-Qualified Deferred Compensation Table

Employment Agreements

Potential Payments upon Termination or Change of Control

Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

Audit Committee Matters

Audit Committee Report

Annual Evaluation and 2017 Selection of Independent Auditors

Proposal 4: Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2017

Other Items

Proposal 5: Stockholder Proposal – Right to Act by Written Consent

Other Business

Section 16(a) Beneficial Ownership Reporting Compliance

Security Ownership of Certain Beneficial Owners and Management

Executive Officers

Certain Relationships and Related Transactions

Questions and Answers About our Annual Meeting

COBRA

ECIP

EQUITY PLAN

ESPP

EXCHANGE ACT

FASB ASC TOPIC 718

GAAP

H.E.

IPO

NEO

PCAOB

PSUs

RSUs

SEC

S&P

TSR

Proposal

Proposal 1. Election of Directors (Page 14)

The Board and Nominating & Governance Committee believe that the nine director nominees possess the skills, experience and diversity to effectively monitor performance, provide oversight and advise management on the company’s long-term strategy.

Proposal 2. Approval of the Company’s Executive Compensation on an Advisory Basis (Page 27)

The company seeks a non-binding advisory vote to approve the compensation of its NEOs as described in the Compensation Discussion and Analysis section beginning on page 28. The Board values stockholders’ opinions and the Management Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

Proposal 3. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation (Page 58)

The company seeks a non-binding advisory vote to approve the frequency of future advisory votes on executive compensation. The Board recommends that the advisory vote to approve executive compensation occur every year and believes this frequency is appropriate at this time.

Proposal 4. Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2017 (Page 61)

The Board and Audit Committee believe that the retention of Ernst & Young LLP to serve as the company’s independent auditor for 2017 is in the best interests of the company and its stockholders.

Proposal 5. Stockholder Proposal - Right to Act by Written Consent (Page 62)

The Board believes that the stockholder proposal to allow stockholder action by written consent is inconsistent with Nasdaq’s commitment to transparency in governance and not in the best interests of Nasdaq and its stockholders.

 86.2% 

1-Year

Total Stockholder Return ¹ 

Year-over-Year

Increase in Net

Revenues ²

In this proxy statement, TSR is calculated by adding cumulative dividends to the ending stock price, and dividing this by the beginning stock price. A 60-trading-day average is used to calculate the beginning and ending stock prices.

Represents revenues less transaction-based expenses.

·  Adena T. Friedman joined the Board effective January 1, 2017, and Melissa M. Arnoldi has been nominated to join the Board.

·  Börje E. Ekholm, Robert Greifeld and Ellyn A. McColgan will leave the Board when their current terms expire at the Annual Meeting.

Name

Age

Director
Since

Principal Occupation

Independent

Current Committee Memberships¹

Other
Public Co.
Boards

 AC   

 FC   

 MCC   

 NGC   

Melissa M. Arnoldi

Non-Industry; Public

Charlene T. Begley

Non-Industry; Public

Steven D. Black

Non-Industry; Public

Adena T. Friedman

Staff

Glenn H. Hutchins

Non-Industry; Public

Essa Kazim

Non-Industry

Thomas A. Kloet

Non-Industry; Public

Michael R. Splinter

Non-Industry; Public

Lars R. Wedenborn

Non-Industry

Number of Meetings in 2016

The current Committee composition also includes directors who are not standing for re-election. The Committees will be reconstituted immediately following the 2017 Annual Meeting.

AC: Audit Committee

MCC: Management Compensation Committee

FC: Finance Committee

NGC: Nominating & Governance Commitee

“The Board of Directors works closely with the management team to develop and execute a sound strategic and governance framework to ensure Nasdaq is focused on the issues, investments and application of resources that will position the company to realize its fullest potential and maximize long-term value creation.”

Nasdaq’s Board of Directors

We value our stockholders’ perspectives and maintain a vigorous stockholder engagement program. During 2016, we conducted outreach to a cross-section of stockholders owning approximately 75% of our outstanding shares. In 2016, our key stockholder engagement activities included 6 investor (non-deal) road shows in 8 countries, 19 investor conferences, our Investor/Analyst Day and our 2016 Annual Meeting of Stockholders. We also conducted quarterly outreach to the governance teams at many of our top institutional holders.

Executive Compensation Highlights

Compensation decisions made for 2016 were aligned with Nasdaq’s strong financial and operational performance and reflected continued emphasis on variable, at-risk compensation paid out over the long-term. Compensation decisions are intended to reinforce our focus on performance and sustained, profitable growth.

The majority of our NEOs’ pay is based on performance and consists primarily of equity-based compensation. 90% of our NEOs’ total direct compensation was performance-based or “at risk” in 2016; 62% of our NEOs’ total direct compensation was equity-based compensation. Total direct compensation includes base salary, annual cash incentive awards and equity awards.

Questions and
Answers about
Our Annual Meeting

Beginning on page 69, you will find answers to frequently asked questions about proxy materials, voting, our Annual Meeting and company filings and reports. We also created an Annual Meeting Information page on our Investor Relations website, which allows our stockholders to easily access the company’s proxy materials, vote through the Internet, submit questions in advance of the 2017 Annual Meeting of Stockholders, access the webcast of the meeting and learn more about our company. Come visit us at http://ir.nasdaq.com/annual-meeting-info.cfm.

Annual incentives are based on achievement of rigorous performance goals. In 2016, payouts of annual incentives reflected our achievement of above target corporate net revenues and corporate operating income (run rate), in addition to accomplishment of strategic objectives and business unit financial results. The resulting payouts to NEOs ranged from 110%-166% of targeted amounts.

We use long-term incentives to promote retention and reward our NEOs. Our main long-term incentive plan for NEOs consists of PSUs based on TSR relative to other companies, including the S&P 500 companies and a group of peer companies. Over the three-year period from January 1, 2014 through December 31, 2016, Nasdaq’s cumulative TSR was 86.2%, which was at the 94th percentile of S&P companies and the 87th percentile of peer companies. This TSR performance resulted in performance vesting of PSUs at 200% of target shares.

Our compensation program is grounded in best practices. Our best practices include strong stock ownership guidelines, a long-standing “clawback” policy, no tax gross-ups on severance arrangements or perquisites and no hedging or pledging of Nasdaq stock.

Our executive compensation program does not encourage excessive risk-taking.

The Audit and Management Compensation Committees closely monitor the risks associated with our executive compensation program and individual compensation decisions. We conduct a comprehensive risk assessment of our compensation program annually.

Succession Planning

The Board is committed to positioning Nasdaq for further growth through ongoing talent management, succession planning and the deepening of our leadership bench. In this regard, formally on an annual basis and informally throughout the year in Executive Session, the Management Compensation Committee, the Board and the CEO review the succession planning and leadership development program, including a long-term succession plan for development, retention and replacement of senior officers. The Board has a formal process for reviewing internal succession candidates through regular interaction during Board meetings and strategy presentations, individual meetings between directors and potential internal candidates and internal and external feedback from a variety of sources, including meeting with stockholders. In addition, the CEO prepares, and the Board reviews, a short-term succession plan that delineates a temporary delegation of authority to certain officers of the company, if all or a portion of the senior officers should unexpectedly become unable to perform their duties. In conjunction with the annual report of the succession plan, the CEO also reports on Nasdaq’s program for senior management leadership development.

In 2012, the Board initiated a formal CEO succession plan in anticipation of the potential retirement of Mr. Greifeld at the end of his employment agreement term in February 2017. Over the past five years, the CEO, Board and/or its Committees completed the following CEO succession activities:

·  drafted a CEO success profile, including skills, expertise, and competencies, with input from Board members;

·  identified and assessed internal and external candidates for succession against the CEO success profile;

·  recruited Adena T. Friedman as President in May 2014 with responsibility for the Information Services, Listing Services, Corporate Solutions and Market Technology businesses;

·  continued to consider and assess internal and external candidates;

·  promoted Ms. Friedman to President and Chief Operating Officer in December 2015;

·  continued to consider and assess internal and external candidates throughout 2016; and

·  held extensive discussions in Executive Session relating to CEO succession.

At the end of 2016, the Board assessed Ms. Friedman against the CEO success profile, considered her performance in the roles of President and President and Chief Operating Officer and determined her readiness to assume the role of President and CEO as of January 1, 2017. CEO and executive session planning will continue to be a priority for the Board in 2017 and beyond.

Spring

Summer

Fall

Winter

·  Active outreach with institutional holders to discuss important governance items to be considered at Annual Meeting

·  Publish annual communications to stockholders: annual report, proxy statement and 10-K

·  Conduct Annual Meeting

·  Post Annual Meeting results on Nasdaq website

·  Review results and feedback from Annual Meeting with institutional holders

·  Share investor feedback with the entire Board

·  Active outreach with institutional holders to discuss vote and follow up issues

·  Conduct annual Board assessment of governance, including feedback of stockholders

·  Active outreach with institutional holders to identify focus and priorities for the coming year

·  Active outreach with institutional holders to understand their priorities in the areas of corporate governance, executive compensation, environmental sustainability and other disclosures

·  Share investor feedback with the entire Board

·  Review governance best practices and trends, regulatory developments and our governance framework

The Board of Directors unanimously recommends a vote FOR each of the nominees for director.

Proposal 1: Election of Directors

The business and affairs of Nasdaq are managed under the direction of our Board of Directors. Our directors have diverse backgrounds and experience and represent a broad spectrum of viewpoints.

Pursuant to our Amended and Restated Certificate of Incorporation and By-Laws and based on our governance needs, the Board may determine the total number of directors. The Board is authorized to have nine directors following our 2017 Annual Meeting.

Each of the nine nominees identified in this proxy statement has been nominated by our Nominating & Governance Committee and Board of Directors for election to a one-year term. All nominees have consented to be named in this proxy statement and to serve on the Nasdaq Board, if elected.

In an uncontested election, our directors are elected by a majority of votes cast at any meeting for the election of directors at which a quorum is present. This election is an uncontested election and therefore, each of the nine nominees must receive the affirmative vote of a majority of the votes cast to be duly elected to the Board. Any shares not voted, including as a result of abstentions or broker non-votes, will not impact the vote.

Our Corporate Governance Guidelines require that, in an uncontested election, an incumbent director must submit an irrevocable resignation as a condition to his or her nomination for election. If an incumbent director fails to receive the requisite number of votes in an uncontested election, the irrevocable resignation becomes effective and such resignation will be considered by the Nominating & Governance Committee. This Committee will recommend to the full Board whether or not to accept the resignation. The Board is required to act on the recommendation and to disclose publicly its decision-making process with respect to the resignation. All the incumbent directors have submitted an irrevocable resignation.

Director Nomination Process

The Nominating & Governance Committee considers possible candidates suggested by Board and Committee members, industry groups, stockholders and senior management. In addition to submitting suggested nominees to the Nominating & Governance Committee, a Nasdaq stockholder may nominate a person for election as a director, provided the stockholder follows the procedures specified in Nasdaq’s By-Laws. The Nominating & Governance Committee reviews all candidates in the same manner, regardless of the source of the recommendation. In addition, the Nominating & Governance Committee may engage a third-party search firm from time-to-time to assist in identifying and evaluating qualified candidates. The Nominating & Governance Committee has retained the search firm of Spencer Stuart to help identify director prospects, perform candidate outreach, assist in reference and background checks and provide other related services. For 2017, the new nominee to our Board was brought to the attention of the Nominating & Governance Committee by one of our current directors.

Our Director Nominees

In addition, there are other attributes, skills and experience that should be represented on the Board as a whole, but not necessarily by each director. The table below summarizes key qualifications, skills and attributes most relevant to the decision to nominate candidates to serve on the Board of Directors. A mark indicates a specific area of focus or expertise on which the Board relies most. The lack of a mark does not mean the director does not possess that qualification or skill. Each director biography below describes each director’s qualifications and relevant experience in more detail.

Age: 50

Director since: 2014

Other Public Company Boards: Red Hat, Inc. (Audit and Nominating and Governance Committees); WPP plc (Audit and Nominating and Governance Committees)

Nasdaq Board Committees: Audit

Ms. Begley served in various capacities for the General Electric Company, a diversified infrastructure and financial services company, from 1988-2013. Ms. Begley served in a dual role as SVP and Chief Information Officer, as well as President and CEO of GE’s Home and Business Solutions Office, from January 2010-December 2013. Previously, Ms. Begley served as President and CEO of GE’s Enterprise Solutions from 2007-2009. At GE, Ms. Begley served as President and CEO of GE Plastics and GE Transportation. She also led GE’s Corporate Audit staff and served as CFO for GE Transportation and GE Plastics Europe and India.

Steven D. Black  

Age: 64

Director since: 2011

Other Public Company Boards: None

Nasdaq Board Committees: Management Compensation and Nominating & Governance

Mr. Black has been Co-CEO of Bregal Investments, a private equity firm, since September 2012. He was the Vice Chairman of JP Morgan Chase & Co. from March 2010-February 2011 and a member of the firm’s Operating and Executive Committees. Prior to that position, Mr. Black was the Executive Chairman of JP Morgan Investment Bank from October 2009-March 2010. Mr. Black served as Co-CEO of JP Morgan Investment Bank from 2004-2009. Mr. Black was the Deputy Co-CEO of JP Morgan Investment Bank since 2003. He also served as head of JP Morgan Investment Bank’s Global Equities business since 2000 following a career at Citigroup and its predecessor firms.

Adena T. Friedman  

Age: 47

Director since: 2017

Other Public Company Boards: None

Nasdaq Board Committees: Finance

Ms. Friedman was appointed President and CEO and elected to the Board effective January 1, 2017. Previously, Ms. Friedman served as President and Chief Operating Officer since December 2015. Ms. Friedman rejoined Nasdaq in 2014 as President, after serving as CFO and Managing Director at The Carlyle Group, a global alternative asset manager, from March 2011 to June 2014. Prior to joining Carlyle, Ms. Friedman was a key member of Nasdaq’s management team for over a decade including as head of data products, head of corporate strategy and CFO.

Age: 66

Director since: 2008

Other Public Company Boards: Meyer Burger Technology Ltd; TSMC, Ltd.

(Audit and Compensation Committees)

Nasdaq Board Committees: Management Compensation (Chair)

Mr. Splinter was elected Lead Independent Director of Nasdaq’s Board effective January 1, 2017. He is a business and technology consultant and the co-founder of WISC Partners, a regional technology venture fund started in June 2016. He served as Executive Chairman of the Board of Directors of Applied Materials, a leading supplier of semiconductor equipment from September 2013 until he retired in June 2015. At Applied Materials, he served as Chairman of the Board of Directors from March 2009-September 2013 and CEO from April 2003-September 2013. An engineer and technologist, Mr. Splinter is a 40-year veteran of the semiconductor industry. Prior to joining Applied Materials, Mr. Splinter was an executive at Intel Corporation. Mr. Splinter was elected to the National Academy of Engineers in 2017.

Lars R. Wedenborn  

Age: 58

Director since: 2008

Other Public Company Boards: None

Nasdaq Board Committees: Audit

Mr. Wedenborn is CEO of FAM AB, which is owned by the three largest Wallenberg foundations. He started his career as an auditor. During 1991-2000, he was Deputy Managing Director and CFO at Alfred Berg, a Scandinavian investment bank. He served with Investor AB, a Swedish industrial holding company, as EVP and CFO from 2000-2007. Mr. Wedenborn was a member of the Board of OMX AB prior to its acquisition by Nasdaq. Mr. Wedenborn was elected Chairman of the Nasdaq Nordic Ltd. Board in October 2009.

Board Committees

Our Board has four standing Committees: an Audit Committee, a Finance Committee, a Management Compensation Committee and a Nominating & Governance Committee. Each of these Committees, other than the Finance Committee, is composed exclusively of directors determined by the Board to be independent. The Chair of each Committee reports to the Board in Chairman’s Session or Executive Session on the topics discussed and actions taken at each meeting. The Lead Independent Director is responsible for chairing the Executive Sessions of the Board and reporting to the CEO, Chairman and Corporate Secretary on any actions taken during Executive Sessions. A description of each standing Committee is included on the following pages.

Item

May 2016-
May 2017

May 2015-

May 2016

Board Meeting Attendance Fee (Per Meeting)

Committee Meeting Attendance Fee (Per Meeting)

Annual Retainer for Board Members

(Other than the Chairman and Lead Independent Director)

Annual Retainer for Board Chairman

Annual Retainer for Lead Independent Director

Annual Equity Award for All Board Members (Grant Date Market Value)

Annual Audit Committee Chair Compensation

Annual Audit Committee Member Compensation

Annual Management Compensation Committee Chair Compensation

Annual Management Compensation Committee Member Compensation

Annual Nominating & Governance Committee Chair Compensation

Annual Nominating & Governance Committee Member Compensation

  Name ¹

Fees Earned  
or Paid

in Cash

($) ^2,3

Stock    
Awards    

($) ^4,5,6    

Option
Awards
($)

Non-Equity
Incentive Plan
Compensation
($)

Change

in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)

All Other
Compensation
($)

Total        

($)        

Charlene T. Begley

Steven D. Black

Börje E. Ekholm ⁷

Glenn H. Hutchins

Essa Kazim

Thomas A. Kloet ⁸

John D. Markese ⁹

Ellyn A. McColgan ⁷

Michael R. Splinter

Lars R. Wedenborn ¹⁰

Robert Greifeld and Adena T. Friedman are not included in this table as they are employees of Nasdaq and thus receive no compensation for their service as directors. For information on the compensation received by Mr. Greifeld and Ms. Friedman as employees of the company, see “Compensation Discussion and Analysis” and “Executive Compensation Tables.”

The differences in fees earned or paid in cash reported in this column largely reflect differences in each individual director’s election to receive the annual retainer in cash or RSUs. This election is made at the beginning of the Board compensation year in May and applies throughout the year. In addition, the difference in fees earned or paid also reflects Committee service and meeting attendance.

As discussed above, Nasdaq allows directors to receive Committee Chair and/or Committee member fees in equity, rather than cash. In addition, for part of 2016, directors received meeting fees, which they could elect to receive in equity, rather than cash. Accordingly, Directors Black, Hutchins and Splinter have elected to receive the amounts reported in this column in the form of equity that will be awarded in May 2017.

The amounts reported in this column reflect the grant date fair value of the stock awards computed in accordance with FASB ASC Topic 718. The assumptions used in the calculation of these amounts are included in note 12 to the company’s audited financial statements for the fiscal year ended December 31, 2016 included in our annual report on Form 10-K. The differences in the amounts reported among non–employee directors primarily reflect differences in each individual director’s election to receive the annual retainer in cash or RSUs.

These stock awards, which were awarded on May 5, 2016, represent the annual equity award and the annual retainer if the director elected to receive it in equity. Each non-employee director received the annual equity award, which consisted of 3,164 RSUs with a grant date fair value of $196,168. Mr. Ekholm elected to receive his Chairman retainer in equity so he received an additional 3,797 RSUs with a grant date fair value of $235,414. Directors Black, Hutchins, Kazim, McColgan, Splinter and Wedenborn elected to receive all of their annual retainers in equity, so they each received an additional 1,186 RSUs with a grant date fair value of $73,532.

The aggregate number of unvested and vested shares and units of restricted stock beneficially owned by each non-employee director as of December 31, 2016 is summarized in the following table.

  Director

Number of Unvested  
Restricted Shares and  
Units  

Number of Vested  
Restricted Shares and  
Units  

Charlene T. Begley

Steven D. Black

Börje E. Ekholm

Glenn H. Hutchins

Essa Kazim

Thomas A. Kloet

John D. Markese

Ellyn A. McColgan

Michael R. Splinter

Lars R. Wedenborn

Mr. Ekholm and Ms. McColgan are not standing for re-election at the 2017 Annual Meeting of Stockholders.

Fees Earned or Paid in Cash to Mr. Kloet include fees for his service as a director of both Nasdaq, Inc. ($124,000) and our U.S. exchange subsidiaries ($98,472). Mr. Kloet directs the fees for his service as a director to a 501(c)(3) charity of his choice. Mr. Kloet was elected Chairman of the Boards of our U.S. exchange subsidiaries and their Regulatory Oversight Committees in June 2016. Fees earned for Board and Committee service for our exchange subsidiaries are paid only in cash.

Fees Earned or Paid in Cash to Dr. Markese include fees for his partial year of service as a director of both Nasdaq, Inc. ($48,743) and our U.S. exchange subsidiaries ($38,000). Fees earned for Board and Committee service for our exchange subsidiaries are paid only in cash. In 2016, Dr. Markese did not stand for re-election either to the Boards of Nasdaq, Inc. or our U.S. exchange subsidiaries.

Fees Earned or Paid in Cash to Mr. Wedenborn include fees for his service both as a director of Nasdaq, Inc. ($66,500) and as Chairman of the Board of Nasdaq Nordic Ltd ($31,809 (€ 28,750)). The latter amount was converted to U.S. dollars from euros at an exchange rate of $1.1064 per euro, which was the average exchange rate for 2016. Fees earned for Board and Committee service for our exchange subsidiaries are paid only in cash.

Proposal 2: Approval of the Company’s Executive Compensation on an Advisory Basis

We are asking stockholders to approve, on an advisory basis, the company’s executive compensation as reported in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the executive compensation program and practices described in this proxy statement.

We urge stockholders to read the Compensation Discussion and Analysis on the following page as well as the executive compensation tables and narrative beginning on page 44. The Compensation Discussion and Analysis describes our executive compensation program and the decisions made by our Management Compensation Committee in 2016 in more detail. The compensation tables provide detailed information on the compensation of our NEOs. The Board and the Management Compensation Committee believe that the compensation program for our NEOs has been effective in meeting the core principles described in the Compensation Discussion and Analysis in this proxy statement and has contributed to the company’s long-term success.

In accordance with Section 14A of the Exchange Act and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at the 2017 Annual Meeting of Stockholders.

RESOLVED, that the stockholders of Nasdaq, Inc. approve, on an advisory basis, the compensation of Nasdaq’s NEOs, as disclosed in the proxy statement for Nasdaq’s 2017 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the executive compensation tables and other related tables and narrative disclosure.

This advisory vote is not binding on the Board and the Management Compensation Committee. Although non-binding, the Board and the Management Compensation Committee will review and consider the outcome of the vote when making future decisions regarding our executive compensation program.

The Board has adopted a policy providing for annual stockholder advisory votes to approve the company’s executive compensation. Under the current version of the policy, the next advisory vote to approve executive compensation will occur at the 2018 Annual Meeting of Stockholders.

Pay for Performance Framework

We design our executive compensation program to reward financial and operational performance, effective strategic leadership and achievement of business unit goals and objectives, which are key elements in driving stockholder value and sustainable growth. Our compensation program is grounded in best practices and ethical and responsible conduct.

Key Governance Features of Executive Compensation Program

The following table summarizes the specific features of our executive compensation program. We believe our executive compensation practices drive performance and serve our stockholders’ long-term interests.

 What We DO

What We DON’T Do

Pay for performance; 100% of annual incentives and annual long-term incentive grants are performance-based

Maintain robust stock ownership guidelines

Allow hedging or pledging of Nasdaq stock

Maintain a long-standing incentive “clawback” policy

Award non-performance based stock options

Provide change in control protection that requires a “double trigger”

Pay tax gross-ups on severance arrangements and perquisites

Provide only limited perquisites, which provide nominal additional assistance to allow executives to focus on their duties

Provide ongoing supplemental executive retirement plans;
all benefits have been frozen

Conduct a comprehensive annual risk assessment
of our compensation program

Permit re-pricing of underwater stock options without
shareholder approval

Accrue or pay dividends on unearned or unvested
equity awards

Competitive Positioning

To evaluate the external competitiveness of our executive compensation program, we compare certain elements of the program to similar elements used by peer companies. In setting 2016 compensation levels, the Management Compensation Committee used a comprehensive peer group, consisting of 20 companies, to conduct a competitive market analysis of the compensation program for our NEOs. We believe using and disclosing a peer group supports good governance and provides valuable input into compensation levels and program design.

When forming the peer group, we considered potential peers among both direct industry competitors and companies in related industries with similar talent needs. After identifying potential peers on this basis, we used the seven screening criteria to the right to select appropriate peer companies.

Each of these factors was initially weighted equally to develop a more refined list of companies for consideration. We then further reviewed each remaining company to determine its appropriateness for the final peer group with a particular focus on identifying meaningful talent peers. Certain companies were eliminated because of factors such as a significantly different market capitalization, limited competitive position for executive talent or limited global complexity relative to Nasdaq.

We believe the current peer group includes an accurate representation of Nasdaq’s industry competitors and size-relevant, talent-focused comparators. In addition, we believe that year-over-year consistency in peer group usage is desirable for reviewing trends in market pay movement.

Screening Criteria

Used to Select

Peer Companies

REVENUE SIZE

MARKET CAPITALIZATION SIZE

FINANCIAL PERFORMANCE

DIRECT EXCHANGE COMPETITORS

FINANCIAL SERVICE COMPANIES

TECHNOLOGY

DEPENDENT COMPANIES

COMPANIES WITH GLOBAL COMPLEXITY

Automatic Data

Processing, Inc.

Fidelity National

Information Services,

Inc.

TD Ameritrade Holding

Corporation

Discover Financial

Services

London Stock

Exchange Group plc

Intercontinental

Exchange, Inc.

MasterCard

Incorporated

The Charles Schwab

Corporation

E*TRADE Financial

Corporation

This peer group differs from the peer group used for the performance graph included in Item 5 of our annual report on Form 10-K, which is for stock performance comparisons and includes industry-only competitors.

Element

Description

Objectives

Fixed

Reward scope of responsibility, experience and individual performance

At-Risk

At-risk compensation, dependent on goal achievement

Formula-driven annual incentive linked to corporate financial, business unit financial and strategic objectives and other organizational priorities

Promote strong business results by rewarding value drivers, without creating an incentive to take excessive risk

Serve as key compensation vehicle for rewarding results and differentiating individual performance each year

Award values are granted based on market competitive norms and individual performance

For Executive Vice Presidents and above, 100% PSUs are paid in shares of common stock upon vesting based on three-year relative TSR ranking compared to peers and to the broad market, over each cycle–

Motivate and reward executives for outperforming peers over several years

Ensure that executives have a significant stake in the long- term financial success of the company, aligned with the stockholder experience

Promote longer-term retention

For Senior Vice Presidents, 50% PSUs are paid in shares of common stock upon vesting based on three-year relative TSR ranking compared to peers and to the broad market, over each cycle, and 50% paid in common shares upon vesting based on one-year Operating Income, then subject to three-year vesting

Benefits

401(k) plan with company match

Competitive welfare benefits

Frozen pension plan and frozen supplemental executive retirement plan

Provide market-competitive benefits to attract and retain top talent

Frozen plans reflect legacy arrangements

Severance

Severance and related benefits paid upon termination without cause or resignation for good reason following a change in control

Accelerated equity vesting upon termination post-change in control

Assist in attracting top talent

Preserve executive objectivity when considering transactions in the best interest of stockholders

Retention of executives through a change in control

Equity provisions keep executives whole in situations where shares may no longer exist or awards cannot otherwise be replaced

Specified amounts under employment arrangements with some executive officers

Discretionary guidelines, for involuntary terminations without cause

Assist in attracting top talent

Provide transition assistance if employment ends involuntarily

Promote smooth succession planning upon retirement

Allow the company to obtain release of employment-related claims

Other

Provide nominal additional assistance that allows executives to focus on their duties

Pay for Performance

Nasdaq’s executive compensation program is designed to deliver pay in accordance with corporate, business unit and individual performance. A large percentage of total target compensation is “at-risk” through long-term equity awards and annual cash incentive awards. These awards are linked to actual performance and include a substantial portion of equity. The mix of actual direct compensation for our NEOs in 2016 is shown below.

Named Officer’s Performance Objectives for 2016 and the Relative Weighting of these Objectives. We set goals at levels where the maximum payout would be difficult to achieve and beyond budget assumptions. The table below shows each NEO’s performance objectives for 2016 and the relative weighting of these objectives.

    Named Executive Officer

Corporate Operating
Income (Run Rate)

Corporate Net
Revenues

Employee
Engagement

Business Unit    
Financial and Strategic    
Objectives     

Robert Greifeld

Michael Ptasznik

Adena T. Friedman

Hans-Ole Jochumsen

Bradley J. Peterson

Ronald Hassen

Lee Shavel

    Named Executive Officer

Goal

Goal Weighting

     Score as a Percent     
of Target

Robert Greifeld

Strategic Initiatives¹

Succession Planning and Execution

10%

200%

Michael Ptasznik

Expense Management

Risk Management

Operational Improvements²

10%

10%

175%

176%

Adena T. Friedman

Strategy/Innovation Initiatives¹

Hans-Ole Jochumsen

Global Trading & Market Services Operating Income

Global Trading & Market Services Revenues

Global Trading & Market Services Strategic Initiatives¹

30%

25%

20%

145%

100%

45%

Bradley J. Peterson

Global Technology Expense Run Rate

Business Unit Blended Research and Development²

Systems Reliability^2,3

System Resiliency Risk²

15%

15%

15%

10%

200%

176%

101%

176%

Ronald Hassen

Lee Shavel

For non-financial goals, maximum payout was limited by applicable business unit profit results.

Maximum payout was limited to 176% of target based on Corporate Operating Income results.

The Management Compensation Committee and Board of Directors explicitly considered certain systems reliability issues in 2016 in connection with their review and determination of this goal score. The Committee and Board reduced the formulaic score of 197% to a score of 101% of target for certain employees in the Global Technology Group.