Business Context and Reporting Period
This Form 8-K Current Report was filed by Nasdaq, Inc. on July 31, 2017, covering events occurring on July 25, 2017. The filing primarily addresses corporate governance changes regarding the Board of Directors.
Key Financial Metrics
The filing does not contain comprehensive financial statements, revenue, profit, cash flow, or debt metrics. The only financial data disclosed relates to a specific transaction history:
- Customer Payments: Since January 1, 2016, PayPal Holdings, Inc. (a customer of Nasdaq) has paid approximately $0.5 million to Nasdaq for listing and corporate solutions products and services.
Material Changes
The material change reported is the election of a new director:
- Director Election: John D. Rainey was elected to the Board of Directors effective July 25, 2017.
- Independence: The Board determined Mr. Rainey is an "independent" director.
- Committee Assignments: Mr. Rainey was appointed to the Audit and Finance Committees.
Outlook, Risks, and Unusual Items
Compensation: Mr. Rainey will be compensated under Nasdaq's board compensation policy for the full 2017-2018 board compensation year.
Related Party Transaction: The filing discloses that Mr. Rainey is the Executive Vice President and Chief Financial Officer of PayPal Holdings, Inc., a customer of Nasdaq. The disclosed payments from PayPal are described as occurring in the ordinary course of business.
Investor Verification Checklist
- Verify the independence status of John D. Rainey given his executive role at a Nasdaq customer (PayPal).
- Review the attached Press Release (Exhibit 99.1) for additional context on the director election.
- Confirm the specific terms of the 2017-2018 board compensation policy applicable to new directors.