Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


Definitive Proxy Statement


Definitive Additional Materials


Soliciting Material Pursuant to §240.14a-12

Nasdaq, Inc.

(Name of Registrant as Specified In its Charter)


(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 23, 2019.
Meeting Information
Meeting Type: Annual Meeting
For holders as of: February 25, 2019
Date: April 23, 2019 Time: 8:30 AM EDT Location: Nasdaq MarketSite 4 Times Square New York, NY 10036
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting.
See proxy the materials reverse and side voting of this instructions notice to obtain .


Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
How to View Online:
Have the information that is printed in the box marked by the arrow ?XXXX XXXX XXXX XXXX (located on the following page) and visit:, or scan the QR Barcode below.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*:
* If requesting materials by e mail, please send a blank e mail with the information that is printed in the box marked by the arrow?XXXX XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 9, 2019 to facilitate timely delivery.
How To Vote
Please Choose One of the Following Voting Methods
Vote In Person: All stockholders may vote in person at the annual meeting. If you wish to attend the annual meeting, you will need to request an admission ticket in advance. Please check the meeting materials for further instructions.
Vote By Internet: Go to or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow?XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Shareholder Meeting Registration: To vote and/or attend the meeting, go to the “Register for Meeting” link at


Voting Items
The Board of Directors recommends you vote FOR each of the nominees listed in Proposal 1.
1. Election of 11 Directors
1a. Melissa M. Arnoldi
1b. Charlene T. Begley
1c. Steven D. Black
1d. Adena T. Friedman
1e. Essa Kazim
1f. Thomas A. Kloet
1g. John D. Rainey
1h. Michael R. Splinter
1i. Jacob Wallenberg
1j. Lars R. Wedenborn
1k. Alfred W. Zollar
The Board of Directors recommends you vote FOR Proposal 2.
2. Advisory vote to approve the company’s executive compensation as presented in the proxy statement
The Board of Directors recommends you vote FOR Proposal 3.
3. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019
The Board of Directors recommends you vote AGAINST Proposal 4.
4. A Stockholder Proposal entitled “Right to Act by Written Consent”
NOTE: To transact such other business as may properly come before the annual meeting or any adjournment or postponement of the meeting.