What you need to know:

• The Nasdaq Stock Market℠ will conduct its 2017 Annual Election for Member Representative Directors on Monday, June 19, 2017
• Six Board seats for a one-year term of office will be filled.

Why is Nasdaq issuing this alert?

The Nasdaq Stock Market® LLC; (the “Nasdaq Exchange”), would like to inform members that pursuant to Article II of the By-Laws of the NASDAQ Exchange, it is conducting its 2017 Annual Election of Member Representative Directors on Monday, June 19, 2017.

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 Second Amended Limited Liability Company Agreement and 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 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 are currently available?

There are six Board seats to be filled by this election.

Who are the candidates for the 2017 annual election of Member Representative Directors?

The Member Nominating Committee has nominated the following candidates.

Patrick Hickey is Head of Market Structure for Optiver US LLC. As Head of Market Structure for Optiver US, Mr. Hickey is the firm’s primary liaison to the financial industry, representing the firm strategically to exchanges, partners, and industry groups. He was elected as a Director of the Nasdaq Exchange board in June 2016 following Nasdaq’s acquisition of ISE, where he served as a Board member since June 2013. The Nasdaq Exchange board provides oversight across 6 Options and 3 Equities exchanges in the US which Nasdaq operates. Mr. Hickey was elected to the Executive Committee of FIA Principal Traders Group (PTG) in June 2014. He is also a member of the STA Listed Options Committee, the Nasdaq Futures Exchange (NFX) Market Advisory Committee and Business Conduct Committee, and the NYSE Arca Options Ethics and Business Conduct Committee. Previously, Mr. Hickey has been a senior trader for the Automated Market Making groups at Morgan Stanley and Goldman Sachs, focusing on US Equity options. Both groups conducted market making activities in hundreds of names across multiple exchanges, where Mr. Hickey was the registered member. Prior to that, Mr. Hickey worked with proprietary market making groups on the PCX options floor in San Francisco as well as the CBOE in Chicago, where he began his career with O’Connor and Associates. Mr. Hickey is a founding partner of City Winery International, and has a BS in Civil Engineering from UCLA. Optiver is a global proprietary trading company, with offices in Amsterdam, Sydney, Shanghai, and Chicago. Optiver US is a market-maker and major participant on US options and futures exchanges. Optiver’s primary trading activities are screen based, utilizing resources and technology that are developed entirely in-house. Optiver also maintains links to traditional liquidity providers via relationships with participants in the wholesale trading market, as well as with a presence on exchange trading floors.

Eric Levine has been an exchange director of ISE and ISE Gemini since May 21, 2015. He is a Director and Head Trader of the Automated Volatility Trading Group at Barclays. Mr. Levine joined Barclays in 2008 through its acquisition of Lehman Brothers. Since joining Lehman Brothers in 2004, Mr. Levine has been instrumental in building the listed options market-making business. An active participant in the industry, he represents Barclays on the Securities Industry and Financial Markets Association’s (SIFMA) Listed Options Trading Committee. Mr. Levine earned a Bachelor of Arts in history from the University of Pennsylvania.

Elizabeth Martin is Managing Director and Head of Global Equities Management at Goldman Sachs & Co. and head of the Global Equities Management team. Mrs. Martin has been an exchange director of ISE since June 7, 2013 and of ISE Gemini since July 26, 2013. From 2000-2008, she was an equity derivatives trader for Goldman Sachs specializing in corporate derivatives and the technology sector. Mrs. Martin currently serves on the SIFMA Listing Options Trading Committee. She earned a B.A. in Economics from the University of Pennsylvania and is a CFA charterholder.

Jonathan Rosen is a Managing Director of Citadel Securities. He is a leading architect of Citadel’s automated trading and order routing systems that operate on numerous derivatives markets around the globe. He also works closely with Citadel Execution Services on customer order routing strategy. Previously, Mr. Rosen was a senior equity options trader. Mr. Rosen joined Citadel in 2003. Previously, he worked on the options desk at The Hull Group during the early adoption of electronic option trading in the US markets. Mr. Rosen holds a bachelor’s degree from Northwestern University in Economics and Mathematical Methods in the Social Sciences.

Andrew J. Schultz is a Head of Strategic Options, Susquehanna International Group LLP. He has been associated with Susquehanna International Group, LLP (“SIG”) since 1997. From 1997-2001, Mr. Schultz was an equity options market maker on the American Stock Exchange. In 2002, Mr. Schultz moved to SIG’s internal education department and was Head of Education from 2004-2007, where he taught all new hires SIG’s core trading and decision making philosophy. Since 2007, Mr. Schultz has been the Head of Strategic Options Business within SIG’s option trading group. In this role, Mr. Schultz works directly with SIG’s trading and technology groups to coordinate efforts in the options space. Mr. Schultz has also been active in exchange and micro-structure issues and served as a member of the MIAX Options board from March 2014 through June 2016. Andrew graduated from Cornell University with a B.A. in Economics and is a CFA Charterholder. He lives in Bryn Mawr, PA with his wife and three daughters.

Tyler Sorba is Co-Head of Automated Equity Options Market Making at Morgan Stanley. Mr. Sorba has been an exchange director of ISE and ISE Gemini since May 21, 2015. From 2007-2011, Mr. Sorba worked on Morgan Stanley’s Equity Exotics desk, leading several prominent books during his tenure. He earned a Bachelor of Science in Mathematics from the Massachusetts Institute of Technology.

Are the details available for the 2018 election?

A NASDAQ Member interested in nominating a person for election as a Member Representative Director in the 2018 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 (i.e., June 19, 2017). Assuming the 2017 Annual Election is held on June 19, 2017, the nomination must be delivered on or prior to the close of business on March 21, 2018 but no earlier than the close of business on February 19, 2018.
• 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