What you need to know

• The Nasdaq Stock Market LLC (“NQX”), Nasdaq PHLX LLC (“PHLX”), Nasdaq BX, Inc. (“BX”), Nasdaq ISE, LLC (“ISE”), Nasdaq GEMX, LLC (“GEMX”), and Nasdaq MRX, LLC (“MRX”) (collectively, “Nasdaq Exchanges”) jointly conducted the 2018 Annual Election for Member Representative Directors on Thursday, June 21, 2018
• Four seats on the Boards of Directors of the Nasdaq Exchanges ("Board") were filled for a one-year term of office.

Why is Nasdaq issuing this alert?

Nasdaq, Inc. would like to inform Nasdaq Exchange Members that pursuant to Article II of the By-Laws of NQX, PHLX, ISE, GEMX, and MRX, and Article IV of the By-Laws of BX, the Nasdaq Exchanges conducted the 2018 Annual Election of Member Representative Directors on Thursday, June 21, 2018.

The Nasdaq Exchanges are wholly-owned subsidiaries of Nasdaq, Inc. (the “Nasdaq Holding Company”), a public company whose common stock is listed on NQX. The Nasdaq Exchanges and the Nasdaq Holding Company are each 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 Exchanges provide that at least 20% of the Directors of each Nasdaq Exchange shall be Member Representative Directors. Member Representative Directors are nominated by the the respective Member Nominating Committees of the Nasdaq Exchanges, each a committee of individuals employed by Nasdaq Exchange Members that has been appointed by the Board.

Additionally, Nasdaq Exchange 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 NQX, PHLX, ISE, GEMX, and MRX By-Laws, and Article IV of the BX By-Laws. In the event that alternate candidates are nominated by Nasdaq Exchange 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 Committees are elected to the Board by vote of the Nasdaq Holding Company, as are the remaining directors of the Nasdaq Exchanges.

How many positions were filled?

Four Board seats were filled by this election.

Who was elected in the 2018 annual election of Member Representative Directors?

The NQX, PHLX, BX, ISE, GEMX, and MRX Member Nominating Committees have nominated the following candidates who were elected to the Board:

Elizabeth G. 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.

Joseph Mecane currently serves as Head of Execution Services at Citadel Securities, where he is responsible for the client-facing equity, options and ETF businesses. Prior to joining the firm, Mr. Mecane was Global Head of Electronic Equities at Barclays and previously served as Head of U.S. Equities at the New York Stock Exchange. His earlier career included roles at UBS Securities, Schwab Capital Markets, Knight Capital Group and Price Waterhouse.

Andrew J. Schultz is Head of Strategic Options at Susquehanna International Group LLP. He previously served as Head of Education at Susquehanna International Group and as an equity options market maker on the American Stock Exchange. Mr. Schultz has also been active in exchange and micro-structure issues and previously served as a member of the MIAX Options board.

Tyler G. Sorba is Executive Director and 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. Earlier in his career, Mr. Sorba worked on Morgan Stanley's Equity Exotics desk, leading several prominent books during his tenure.

Are the details available for the 2019 election?

Nasdaq Exchange Members interested in nominating a person for election as a Member Representative Director in the 2019 Annual Election must comply with the procedures specified in Article II of the NQX, PHLX, ISE, GEMX, and MRX By-Laws, and Article IV of the BX 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 2018 Annual Election was held on June 21, 2018, so the nomination must be delivered on or prior to the close of business on March 23, 2019 but no earlier than the close of business on February 21, 2019.
• However, if the Nasdaq Exchanges hold the 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 Exchanges.

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 NQX, PHLX, BX, ISE, GEMX, or MRX Members, as relevant.
• 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