UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Election of New Director
On July 19, 2022, Mr. Johan Torgeby was elected to the Board of Directors (the “Board”) of Nasdaq, Inc. (“Nasdaq”), effective immediately. Nasdaq’s Board has determined that Mr. Torgeby is an independent director. Mr. Torgeby will serve on the Finance Committee of the Board. Mr. Torgeby was not selected as a director pursuant to any arrangements or understandings with Nasdaq or with any other person.
As a non-employee director, Mr. Torgeby will be compensated for his services pursuant to Nasdaq’s Board Compensation Policy, as amended and restated on June 16, 2021 and filed as Exhibit 10.1 to Nasdaq’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.
Mr. Torgeby is the President and Chief Executive Officer of Skandinaviska Enskilda Banken AB (“SEB”), a Nordic financial services group listed on Nasdaq Stockholm that offers banking services in Sweden and the Baltic countries. In the ordinary course of business, Nasdaq has from time to time entered into various transactions with SEB. SEB paid Nasdaq approximately $5.6 million in 2022, and approximately $10.1 million in 2021, for various products and services, and Nasdaq paid SEB approximately $760,000 in 2022, and approximately $1.5 million in 2021, for cash account, credit and FX trading services. SEB is also one of several lenders for certain of Nasdaq’s credit facilities, with such loans made in the ordinary course and on substantially the same terms as those for comparable loans. As of July 19, 2022, Nasdaq had no amounts outstanding under such facilities. In addition, SEB acted as an underwriter for Nasdaq’s bond offering in July 2021 and as a passive manager for Nasdaq’s bond offering in March 2022.
A copy of the press release announcing Mr. Torgeby’s appointment to the Board of Directors 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. |
(d) Exhibits.
| Exhibit |
Exhibit Description | |
| 99.1 | Press release dated July 21, 2022. | |
| 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 25, 2022 | NASDAQ, INC. | |||||
| By: | /s/ John A. Zecca | |||||
| Name: | John A. Zecca | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||