Nasdaq (NDAQ) DEFA14A Additional proxy soliciting materials

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©

Copyright 2011, The NASDAQ OMX Group, Inc. All rights reserved.

PROXY TOPICS:  ANNUAL MEETING OF

STOCKHOLDERS MAY 22, 2012

DIRECTOR NOMINEE: BÖRJE EKHOLM

SHAREHOLDER PROPOSAL: ABILITY TO CALL SPECIAL

SHAREHOLDER MEETINGS

2

SHAREHOLDER PROPOSAL: ADOPTION OF A SIMPLE

MAJORITY VOTE

APPENDIX:

DIRECTOR NOMINEES AND NOMINATING PROCESS

NASDAQ OMX CORPORATE GOVERNANCE BEST PRACTICES

NASDAQ OMX

2012 PROXY

DISCUSSION TOPICS

NASDAQ OMX SHAREHOLDER ENGAGEMENT

Investor AB is a relatively small (less than 90 employees) industrial

holding company, similar to an investment company, with each

investment

managed

separately.

Investor

AB

states

that

there

are

no

shared functions across the holdings and that it increases its own value

by generating value in each holding independently.

DIRECTOR NOMINEE

BORJE EKHOLM

NASDAQ OMX Board of Directors

recommends that shareholders vote

“FOR”

the election of director

nominee Börje Ekholm. Mr. Ekholm’s

role on the NASDAQ OMX Board is

to deliver increased value to our

stockholders.

Glass

Lewis

has

recommended

a

“FOR”

vote,

acknowledging Mr. Ekholm’s role in increasing

stockholder value and noting that he serves on a

fewer number of boards this year than in prior years.

ISS Europe understands the Investor AB business

model and has not issued an “overboarding”

comment on Mr. Ekholm.

ISS

U.S.

has

recommended

“AGAINST”

Mr.

Ekholm

based on the fact that he serves on a total of four

publicly traded boards, including Investor AB.

3

Investor AB states that it aims to generate long-term returns for

stockholders

by owning and developing companies with a long-term

ownership horizon. Investor AB has reported that over the past 20 years,

the company has generated a total return of 13% per annum, which

according to Investor AB compares favorably to returns generally

available

over

the

same

period

in

the

Swedish

stock

market.

Investor AB’s stated objective is to grow its net asset value. Investor AB

explains that this is achieved through increasing the value of each

underlying holding. Mr. Ekholm’s participation on various boards,

including NASDAQ OMX’s Board, serves to deliver increased value to

stockholders of NASDAQ OMX.

Investor AB, with the stated total net asset value of $25 billion in 15 long-

term holdings, is, based on its SEC filings, one of NASDAQ OMX’s

largest stockholders, beneficially owning approximately 19 million shares

of

NDAQ.

We

are

not

presently

aware

of

any

material

conflicts

of

interest

between NASDAQ OMX and Investor AB.

Source of Investor AB factual information: www.investorab.com

As CEO of Investor AB, Mr. Ekholm is expected to participate in the

management

of

the

investments

made

by

the

holding

company.

Mr.

Ekholm serves on two SEC registered company boards, NASDAQ OMX

and Ericsson. Mr. Ekholm also serves on the boards of Investor AB and

Husqvarna,

which

are

not

SEC

registered

companies.

DIRECTOR NOMINEE

BORJE EKHOLM

NASDAQ OMX Board of

Directors recommends that

shareholders

vote

“FOR”

the

election of director nominee

Börje Ekholm. Mr. Ekholm’s role

on the NASDAQ OMX Board is

to deliver

increased

value

to

our

stockholders.

Glass

Lewis

has

recommended

a

“FOR”

vote,

acknowledging Mr. Ekholm’s role in increasing

shareholder value and noting that he serves

on a fewer number of boards this year than in

prior years.

ISS Europe understands the Investor AB

business model and has not issued an

“overboarding”

comment on Mr. Ekholm.

ISS U.S has recommended “AGAINST”

Mr.

Ekholm based on the fact that he serves on a

total of four publically traded boards, including

Investor AB.

4

Mr. Ekholm is the manager of Investor AB’s interests in NASDAQ OMX.

His actions, insights and experience at the Board meetings have to date

delivered substantial value for NASDAQ OMX stockholders.

ISS Europe understands the Investor AB business model and has not

issued an

“overboarding”

comment

on

Mr.

Ekholm.

Mr.

Ekholm’s

primary

role on the NASDAQ OMX Board is to generate long-term returns for

stockholders.

Mr.

Ekholm’s

service

on

four

public

company

Boards

is his

primary job at Investor AB.

Mr. Ekholm began his career at McKinsey before joining Investor AB. At

Investor AB, Mr. Ekholm led an early stage venture capital company and

new investment

operations

before

assuming

his

current

role.

Mr.

Ekholm

holds an M.S. in Electrical Engineering ( Royal Institute of Technology,

Stockholm) and M.B.A. (INSEAD, France).

Source of Investor AB factual information: www.investorab.com

NASDAQ OMX Nominating and Governance Committee members have

discussed the

matter

of

“simple

majority

vote”

and

will

place

the

topic

on

the 2012 committee meeting agenda.

STOCKHOLDER

PROPOSAL: ADOPTION

OF A SIMPLE MAJORITY

VOTE

NASDAQ OMX Board of

Directors Recommends a Vote

“AGAINST”

this Stockholder

Proposal.

ISS has recommended voting “FOR”

this proposal, noting it would enhance

shareholder rights.

5

NASDAQ OMX’s certificate of incorporation and by-laws require more

than a majority vote for a limited number of actions, such as removal of

directors, stockholder amendments to the by-laws and certain

amendments

to

the

certificate

of

incorporation.

This

requirement

is

intended

to

protect

our

stockholders

against

coercive

tactics

in

a

small

number of significant corporate matters.

Because we operate securities exchanges in the U.S., the Exchange Act

requires that the Securities and Exchange Commission review and/or

approve most amendments to our certificate of incorporation and by-

laws. The current language in the NASDAQ OMX certificate of

incorporation and by-laws has been approved by the Securities and

Exchange Commission.

NASDAQ OMX is unable to determine if the Securities and Exchange

Commission would accept the amendments being proposed by the

stockholder.

Pursuant to this stockholder proposal an investor owning a single share

of

NASDAQ

OMX

stock

may

be

able

to

call

a

special

meeting.

STOCKHOLDER

PROPOSAL: SPECIAL

SHAREHOLDER

MEETINGS

NASDAQ OMX Board of

Directors Recommends a Vote

“AGAINST”

this Stockholder

Proposal.

ISS and Glass Lewis have

recommended a vote “FOR”

this

proposal noting that it would provide

stockholders with a means to call a

special meeting to vote on issues that

may arise between annual meetings.

6

The low threshold suggested to call a special stockholder meeting could

subject the organization to disruption (and impose costs) from an

individual

or

special

interest

groups,

who

have

no

fiduciary

duties

to

other

stockholders

and

who

may

have

an

agenda

that

is

not

in

the

best

interest of the majority of stockholders or the company.

Throughout the year NASDAQ OMX executives regularly engage in

dialogue with stockholders, inviting comments on corporate governance

and executive compensation matters. Matters of importance to

stockholders are regularly communicated to the Board.

Amending NASDAQ OMX’s certificate of incorporation and by-laws as

suggested by the stockholder proposal would require review and/or

approval by the Securities and Exchange Commission. NASDAQ OMX is

unable to determine if the Securities and Exchange Commission would

accept the proposed amendments.

NASDAQ OMX annual stockholder outreach includes in-person investor

meetings, quarterly earnings presentations, SEC filings and frequent

electronic and web communications.

NASDAQ OMX

STOCKHOLDER

ENGAGEMENT

NASDAQ OMX management

recognizes the importance of

communication with a wide

range of stakeholders, including

stockholders; we listen and act

on stockholder feedback and

suggestions.

7

NASDAQ OMX executives regularly engage with institutional

stockholders as part of our outreach program to discuss corporate

strategy and performance, corporate governance matters and executive

compensation matters.

At NASDAQ OMX Investor Day (May 10, 2012) management is

presenting information regarding NASDAQ OMX, its strategy and

financial

outlook

to

investors.

A

webcast

of

the

2012

Investor

Day

may

be

found

at

www.nasdaqomx.com

Investor

Relations

link.

Stockholder and investor events take place at the NASDAQ Marketsite in

New York City throughout the year.

NASDAQ

OMX

Board

of

Directors

recommends

a

vote

“FOR”

the

election of all director nominees.

DIRECTOR NOMINEES &

NOMINATING PROCESS

Director Nominees:

Steven D. Black

Börje Ekholm

Robert Greifeld

Glenn H. Hutchins

Essa Kazim

John D. Markese

Ellyn A. McColgan

Thomas F. O’Neill

James S. Riepe

Michael R. Splinter

Lars Wedenborn

8

Evaluation of director nominees by the NASDAQ OMX Nominating and

Governance Committee includes a review of skills, qualifications,

characteristics and experience with the objective of having a board with

a diverse background and experience in the areas of global business,

finance, legal and regulatory, technology and marketing.

The NASDAQ OMX Nominating and Governance Committee seeks

certain characteristics in all director nominees including a high level of

integrity, personal and professional ethics, sound business judgment,

ability and willingness to commit sufficient time to fulfill board

responsibilities and a commitment to represent the long-term interests of

NASDAQ OMX stockholders.

The Nominating and Governance Committee, in evaluating director

nominees, considers each candidate in the context of the board as a

whole with the objective of maintaining a board that represents the

interest of stockholders while furthering the success of NASDAQ OMX.

NASDAQ OMX CORPORATE GOVERNANCE BEST PRACTICES

•Majority Voting for Directors in Uncontested Elections

•Annual Election of Directors

•Majority Independent Board

•Three Fully Independent Committees

•Board Regularly Meets in Executive Session

•All Directors Attended More Than 75% of Board and Committee Meetings

•Annual Board and Committee Evaluations

•Corporate Governance Guidelines

•Global Ethics Program and Confidential Whistleblower Process

•No “Poison Pill”

•Comprehensive Succession Planning Program

•Strong Risk Management Program

•Corporate Sustainability Program

9

NASDAQ OMX EXECUTIVE COMPENSATION BEST PRACTICES

•Pay for Performance Philosophy

•Elimination of Share Recycling Provision

•Stock Ownership Guidelines

•

Stock Holding Requirement

•Prohibition on Short Selling

•Frozen Pension Plan and SERP

•Limited Severance Arrangements

•“Double Trigger”

Change in Control Agreements

•Elimination of Tax-Gross Up Payments on Severance Arrangements

•Limited Perquisites

•Incentive Recoupment Policy (“Clawback Policy”)

•Limited Employment Agreements

•Engagement of Independent Compensation Consultant

•Extensive Risk Assessment of Compensation Programs

10

©

Copyright 2011, The NASDAQ OMX Group, Inc. All rights reserved.

QUESTIONS REGARDING THE NASDAQ OMX ANNUAL MEETING AND RELATED

PROPOSALS MAY BE DIRECTED TO

CORPORATE

SECRETARY:

JOAN.CONLEY@NASDAQOMX.COM

OR

INVESTOR

RELATIONS:

JOHN.SWEENEY@NASDAQOMX.COM