Table Of Contents
Plan Category
Number of shares
to be issued upon
exercise of
outstanding options,
warrants and rights(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights(b)
Number of shares
remaining available
for future issuance
under equity
compensation plans
(excluding shares
reflected in column(a)(c)
Equity compensation plans approved by stockholders ...........................
2,626,487
$27.74 9,482,677
Equity compensation plans not approved by stockholders ..................... —
$
—
Total ...............................................................................................
2,626,487
$27.74 9,482,677
The amounts in this column include only the number of shares to be issued upon exercise of outstanding options, warrants and rights. At
December 31, 2015, we also had 5,207,423 shares to be issued upon vesting of outstanding restricted stock and performance share units, or
PSUs.
This amount includes 6,924,468 shares of common stock that may be awarded pursuant to the Equity Plan and 2,558,209 shares of common
stock that may be issued pursuant to the ESPP.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information about certain relationships and related transactions, as required by Item 404 of Regulation S-K, is incorporated herein by
reference from the discussion under the caption “Certain Relationships and Related Transactions” in the Proxy. Information about director
independence, as required by Item 407(a) of Regulation S-K, is incorporated herein by reference from the discussion under the caption “Proposal
I: Election of Directors” in the Proxy.
Item 14. Principal Accountant Fees and Services.
Information about principal accountant fees and services, as required by Item 9(e) of Schedule 14A, is incorporated herein by reference
from the discussion under the caption “Proposal II: Ratification of the Appointment of Independent Registered Public Accounting Firm” in the
Proxy.
Part IV
Item 15. Exhibits, Financial Statement Schedules.
(a)(1) Financial Statements
See “Index to Consolidated Financial Statements and Schedule.”
(a)(2) Financial Statement Schedules
See “Index to Consolidated Financial Statements and Schedule.”
All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related
instructions or are inapplicable and therefore have been omitted.
(a)(3) Exhibits
Exhibit Index
Exhibit
Number
2.1
Purchase Agreement, dated as of April 1, 2013, among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc. ) , BGC
Partners, Inc., BGC Holdings, L.P., BGC Partners, L.P., and, solely for purposes of certain sections thereof, Cantor
Fitzgerald, L.P. (incorporated herein by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q for the quarter
ended June 30, 2013 filed on August 8, 2013).
3.1
Amended and Restated Certificate of Incorporation of Nasdaq (incorporated herein by reference to Exhibit 3.1 to the
Current Report on Form 8-K filed on January 28, 2014).
3.1.1
Certificate of Elimination of Nasdaq’s Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit
3.1.1 to the Current Report on Form 8-K filed on January 28, 2014).
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