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”) will jointly conduct the 2020 Annual Election for Member Representative Directors on Friday, June 26, 2020.


• Two seats on the Boards of Directors of the Nasdaq Exchanges (“Board”) will be 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 will conduct the 2020 Annual Election of Member Representative Directors on Friday, June 26, 2020.



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 are each governed by a Board of Directors. The Board of Directors of each Nasdaq Exchange is elected by its parent company.

What are the terms and conditions under which the nominations are conducted?

The governing documents 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 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 parent company of each Nasdaq Exchange, as are the remaining directors of the Nasdaq Exchanges.

How many positions will be filled?

Two Board seats will be filled by this election.

Who is nominated for election in the 2020 annual election of Member Representative Directors?

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

Elizabeth G. Martin is the global co-head of GS Electronic Trading (GSET) and Futures, as well as EMEA Execution Services and Equities Systematic Market Making. She is a member of the Goldman Sachs Partnership Committee and the Global Markets Division Operating Committee. Ms. Martin co-chairs the Global Diversity Committee.

Previously, Ms. Martin was co-head of Americas Goldman Sachs Electronic Trading Products and head of Systematic Market Making for US Listed Options. Earlier in her career, she was chief of staff for Global Equities and global head of Equities Management. Ms. Martin joined Goldman Sachs in 2000 as an analyst in Single Stock Volatility Trading and was named managing director in 2009 and partner in 2016.

Andrew J. Schultz has been employed by 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. Mr. Schultz 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.

Are the details available for the 2021 election?

Nasdaq Exchange Members interested in nominating a person for election as a Member Representative Director in the 2021 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 Exchanges' Corporate Secretary, Erika Moore, 151 W. 42nd Street, New York, New York 10036:


• 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 2020 Annual Election will be held on June 26, 2020, so the nomination must be delivered on or prior to the close of business on March 28, 2021 but no earlier than the close of business on February 26, 2021.



• 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 authorized 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:

• Erika Moore, Corporate Secretary, Nasdaq Exchanges