NDAQNasdaq, Inc.
Deals with insiders in the proxy filed 2026-04-24
Deals between NDAQ and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-28.
Nothing new: every deal in this year's section was reported last year too.
The whole section
10 paragraphs quoted as filed
Certain Relationships and Related Transactions“The Audit & Risk Committee of the Board has adopted a written policy requiring notification, review, and approval of related person transactions. On an annual basis, the Audit & Risk Committee reviews and approves the policy on related person transactions.”
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Certain Relationships and Related Transactions“Under the policy, all related person transactions are subject to ongoing review and approval or ratification by the Audit & Risk Committee. For purposes of the policy, a “related person” generally includes directors, director nominees, executive officers, greater than 5% shareholders, immediate family members of any of the foregoing, and entities that are affiliated with any of the foregoing.”
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Certain Relationships and Related Transactions“Under the policy, related person transactions that are conducted in the ordinary course of Nasdaq’s business and on substantially the same terms as those prevailing at the time for comparable services provided to unrelated third parties are considered pre-approved by the Audit & Risk Committee. The Transaction Review Committee (consisting of employees in Finance, Internal Audit, and the Legal, Risk and Regulatory Group) is responsible for determining if a transaction meets the pre-approval requirements. If the pre-approval requirements are not met, the transaction is referred to the Audit & Risk Committee for review and approval or ratification.”
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Certain Relationships and Related Transactions“In determining whether to approve or ratify a related person transaction, the Audit & Risk Committee considers, among other things, the following factors:”
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Certain Relationships and Related Transactions“whether the terms of the related person transaction are fair to Nasdaq and whether such terms would be on the same basis if the transaction did not involve a related person;”
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Certain Relationships and Related Transactions“whether there are business reasons for Nasdaq to enter into the related person transaction;”
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Certain Relationships and Related Transactions“whether the related person transaction would impair the independence of an outside director;”
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Certain Relationships and Related Transactions“whether the related person transaction would present a conflict of interest for any director or executive officer of Nasdaq, taking into account:”
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Certain Relationships and Related Transactions“the direct or indirect nature of the director’s or executive officer’s interest in the transaction; and - the ongoing nature of any proposed relationship;”
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Certain Relationships and Related Transactions“the relationship of the related person to the transaction and of related persons to each other;”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗