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
No. 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.
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