Item 2.02. Results of Operations and Financial Condition.
On July 20, 2022, Nasdaq, Inc. (“Nasdaq”) issued a press
release providing financial results for the second quarter of 2022.
A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K
and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
At Nasdaq’s 2022 annual meeting of shareholders on June 22,
2022, Nasdaq’s shareholders approved a certificate of amendment to
Nasdaq’s Amended and Restated Certificate of Incorporation to
increase the number of authorized shares of common stock in
connection with a three-for-one stock split
of Nasdaq’s common stock in the form of a stock dividend (the
“Charter Amendment”). As previously disclosed, the Charter
Amendment was also subject to the approval of the Securities and
Exchange Commission (the “SEC”). The Charter Amendment was approved
by the SEC on June 15, 2022. The Charter Amendment became
effective upon its filing with the Secretary of State of the State
of Delaware on July 19, 2022.
Each Nasdaq shareholder of record at the close of business on
August 12, 2022 (the “Stock Dividend Record Date”) will
receive, after the close of business on August 26, 2022, two
additional shares for every one share held as of the Stock Dividend
Record Date. Trading is expected to begin on a split-adjusted basis
on August 29, 2022.
This description of the Charter Amendment is not complete and is
qualified in its entirety by reference to the text of the Charter
Amendment, a copy of which is filed as Exhibit 3.1 to this
Item 7.01. Regulation FD Disclosure.
On July 20, 2022, Nasdaq posted slides to be used in its
earnings presentation for the second quarter of 2022 on its website
Item 8.01. Other Events.
On July 20, 2022, Nasdaq issued a press release announcing the
declaration of (i) a 3-for-1 stock split in the form
of a stock dividend and (ii) a quarterly cash dividend. A copy
of the press release is attached as Exhibit 99.2 to this Current
Report on Form 8-K and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
The information set forth under “Item 2.02 Results of
Operations and Financial Condition” and “Item 7.01 Regulation FD
Disclosure” is intended to be furnished pursuant to Item 2.02
and Item 7.01, respectively. Such information, including
Exhibit 99.1, shall not be deemed “filed” for purposes of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference into any of Nasdaq’s filings under the
Securities Act of 1933, as amended, except as expressly set forth
by specific reference in such filing.