What you need to know

• The Nasdaq Stock Market℠ conducted its 2016 Annual Election for Member Representative Directors on Monday, June 20, 2016
• Two Board seats for a one-year term of office were filled.

Why is Nasdaq issuing this alert?

Nasdaq® would like to inform members that pursuant to Article II of the By-Laws of the Nasdaq Stock Market® LLC (the “Nasdaq Exchange”), the Nasdaq Exchange conducted its 2016 Annual Election of Member Representative Directors on Monday, June 20, 2016.

The Nasdaq Exchange is a wholly-owned subsidiary of Nasdaq, Inc. (the “Nasdaq Holding Company”), a public company whose common stock is listed on the Nasdaq Exchange. Both the Nasdaq Exchange and the Nasdaq Holding Company are governed by a Board of Directors. The Board of Directors of the Nasdaq Holding Company is elected by its stockholders through an annual meeting of stockholders.

What are the terms and conditions under which the nominations are conducted?

The By-Laws of the Nasdaq Exchange provide that at least 20% of the Directors of the Nasdaq Exchange shall be Member Representative Directors. Member Representative Directors are nominated by the Nasdaq Exchange Member Nominating Committee, a committee of individuals employed by Nasdaq Members that has been appointed by the Nasdaq Exchange Board.

Additionally, Members may nominate alternate Member Representative Director candidates by the submission of a petition. The petition must comply with the requirements of Article II of the Nasdaq Exchange By-Laws. In the event that alternate candidates are nominated by members, the Member Representative Directors are selected by a direct vote of Nasdaq Exchange Members. If no alternate candidates are nominated, the candidates nominated by the Member Nominating Committee are elected to the Nasdaq Exchange Board by vote of the Nasdaq Holding Company, as are the remaining directors of the Nasdaq Exchange.

How many positions were filled?

Two Board seats were filled by this election.

Who was elected in the 2016 annual election of Member Representative Directors?

The Member Nominating Committee has nominated the following candidates who were elected:

Daniel Bigelow is president and managing partner of Monadnock Capital Management L.P. Mr. Bigelow manages all aspects of the firm’s operations, including securities trading, risk management, capital usage, informational technology, new business development and expansion. Mr. Bigelow is also president of Monadnock Securities, a registered broker-dealer specializing in private placements. Mr. Bigelow has been a member of the Philadelphia Stock Exchange Board (now Nasdaq PHLX) since 1993 and currently serves on the boards of The Nasdaq Stock Market and Nasdaq PHLX. He also holds the NASD Series 7, Series 24 and Series 66 licenses. From 1982-90, Mr. Bigelow was on active duty in the United States Marine Corps and was assigned as a Naval Flight Officer flying the A-6E Intruder aircraft, after graduating first, or “Top Gun,” in his class. He was awarded the Navy Achievement Medal for outstanding service on board the aircraft carrier USS John F. Kennedy during the Libyan crisis of 1988-1989. Following active duty, Mr. Bigelow served in the Marine Corps Ready Reserves from 1990-1997, and was honorably discharged with the rank of major. Mr. Bigelow graduated magna cum laude from the University of Michigan and is a member of Tau Beta Pi, the national engineering honor society. He was a William Penn Fellow at the University of Pennsylvania from 1990 to 1993. He is currently the endowment manager of the Old First Reformed Church in Philadelphia and enjoys coaching youth soccer in the Chestnut Hill Father’s Club. Mr. Bigelow currently resides in Philadelphia with his wife, Suzanne, and their two children and enjoys excursions to his family’s long-time home in the Monadnock Mount region of New Hampshire.

Michael J. Curran is a member of the Board of Advisors of Collaborative Consulting. He was the Chairman and Chief Executive Officer of the Boston Stock Exchange, a national securities exchange, and Chairman of the Boston Equities Exchange, LLC (BeX). Mr. Curran joined the Boston Stock Exchange in September 2001 and outlined a course that focuses on innovative technology and strategic partnerships. In 2007 he successfully negotiated the sale of the BSE to the Nasdaq, Inc. and the sale of BSE’s ownership in the Boston Options Exchange to the Bourse Montreal. Before joining the Boston Stock Exchange, Mr. Curran was Managing Director at Zurich Scudder Investments and held a number of senior positions including, Chief Operating Officer of various Mutual Fund business units, President of the Scudder/Kemper Service Companies and Chief Information Officer. Prior to joining Zurich Scudder in 1993, Mr. Curran had been a Partner in the Information Technology consulting practice of Coopers & Lybrand for seven years. He began his career with Electronic Data Systems (EDS) as a Systems Engineer. Mr. Curran serves as a Director of the Midwest ISO and on the Advisory Committee of the Cramer Corporation. Mr. Curran earned his Bachelor of Arts degree in Economics in 1976 from Dickinson College, Carlisle, Pennsylvania.

Are the details available for the 2017 election?

A Nasdaq Member interested in nominating a person for election as a Member Representative Director in the 2017 Annual Election must comply with the procedures specified in Article II of Nasdaq Exchange By-Laws. Under these procedures, a member must submit the proposed nominee by delivering a duly executed written nomination within the following time-frames to the Nasdaq Exchange’s Corporate Secretary, Joan C. Conley, One Liberty Plaza, New York, New York 10006:

• The nomination must normally be delivered no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the prior year’s election. The 2016 Annual Election was held on June 20, 2016, so the nomination must be delivered on or prior to the close of business on March 22, 2017 but no earlier than the close of business on February 20, 2017.
• However, if the Nasdaq Exchange holds its Annual Election on a date that is more than 30 days before or 70 days after such anniversary date, the nomination must be delivered no earlier than 120 days prior to the date of the Annual Election nor later than the 90th day prior to the date of the Annual Election or the 10th day following the day on which public announcement of such Election Date is first made by the Nasdaq Exchange.

To be valid, a Member’s nomination shall contain:

• For each proposed Member Representative Director nominee, all information relating to that person that is required to be disclosed in solicitations of proxies for election of directors under SEC rules, as if such rules were applicable, and such person’s written consent to be named in the ballot for Annual Election as a nominee and to serve as a Member Representative Director if elected.
• A petition in support of the nominee duly executed by the Executive Representatives of 10% or more of all Nasdaq Exchange Members.
• The name and address of the Nasdaq Exchange Member making the nomination.

Who should I contact for more information?

Questions regarding these matters and issues may be directed to:

• Joan C. Conley, Corporate Secretary, Nasdaq Exchange