Thursday, May 24, 2012

Equity Regulatory Alert #2012 - 5
NASDAQ OMX BX Will Conduct Its Annual Election for Member Representative Directors on Monday, June 18, 2012

Why is BX issuing this alert?

BX would like to inform members that pursuant to Article IV of the BX By-Laws, BX is conducting its 2012 Annual Election of Member Representative Directors on Monday, June 18, 2012..

BX is a wholly owned subsidiary of The NASDAQ OMX Group, Inc.^SM (the "NASDAQ Holding Company"), a public company whose common stock is listed on The NASDAQ Stock Market^®. Both BX and the NASDAQ Holding Company are 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 BX By-Laws provide that at least 20% of the Directors of BX shall be Member Representative Directors. Member Representative Directors are nominated by the BX Member Nominating Committee, a committee of individuals employed by BX Members that has been appointed by the BX Board.

Additionally, members may nominate alternate Member Representative Director candidates by the submission of a petition. The petition must comply with the requirements of Article IV of the BX By-Laws. In the event that alternate candidates are nominated by members, the Member Representative Directors are selected by a direct vote of BX Members. If no alternate candidates are nominated, the candidates nominated by the Member Nominating Committee are elected to the BX Board by vote of the NASDAQ Holding Company, as are the remaining directors of BX.

How many positions are currently available?

There are two Board seats to be filled by this election.

Who are the candidates for the 2012 annual election of Member Representative Directors?

The Member Nominating Committee has nominated the following candidates.

STEPHEN D. BARRETT is Managing Partner of Barrett Associates in Boston, Massachusetts, a private investment firm. Mr. Barrett served as Vice Chairman of the Boston Stock Exchange until the recent acquisition by NASDAQ OMX, as well as a member of the Boston Options Exchange Regulation Committee since 2004; a member of the Board of Governors since 1996; a member of the Executive Committee since 1997; a member of and Chairman of the Compensation Committee since 1998; Chairman of the Stock List Committee since 1996; and a member of the Strategic Advisory Group since 1998. Mr. Barrett had previously served as Executive Vice President and Chairman Emeritus at H.C. Wainwright & Co., Inc., a research oriented investment banking boutique specializing in providing financing and advisory services to small and micro capitalization public firms from March 2002-June 2003. At H.C. Wainwright, he also served as Co-Chairman and CEO from May 1990 to March 2002, responsible for driving all critical business units including equities, fixed income, research, asset management, and investment banking. Prior to joining Wainwright, Mr. Barrett was associated with Alex. Brown & Sons, Inc. from 1976-1989, and served as Division Director of Fixed Income from 1988-1989; General Partner of the Taxable Fixed Income from 1976-1989; Partner-In-Charge, Americas Trust from 1986-1989; and Partner-In-Charge, Retail Office from 1979-1983. Prior to Alex. Brown, Mr. Barrett was associated with Merrill Lynch & Co. from 1965-1976, where he served as Vice President of fixed income sales, a retail sales person and institutional sales. Mr. Barrett is a Board member of Wainwright Investment Counsel LLC, a member of the Corporate Directors Club, and a member of Board Leaders. Mr. Barrett graduated with a BA from the College of William & Mary.

DANIEL BIGELOW is president and managing partner of Monadnock Capital Management L.P. Mr. Bigelow manages all aspects of the firm’s operations, including securities trading, risk management, capital usage, informational technology, new business development and expansion. Mr. Bigelow is also president of Monadnock Securities, a registered broker-dealer specializing in private placements. Mr. Bigelow has been a member of the Philadelphia Stock Exchange Board (now NASDAQ OMX PHLX) since 1993 and currently serves on the boards of The NASDAQ Stock Market and NASDAQ OMX PHLX. He also holds the NASD Series 7, Series 24 and Series 66 licenses. From 1982-90, Mr. Bigelow was on active duty in the United States Marine Corps and was assigned as a Naval Flight Officer flying the A-6E Intruder aircraft, after graduating first, or "Top Gun," in his class. He was awarded the Navy Achievement Medal for outstanding service on board the aircraft carrier USS John F. Kennedy during the Libyan crisis of 1988-1989. Following active duty, Mr. Bigelow served in the Marine Corps Ready Reserves from 1990-1997, and was honorably discharged with the rank of major. Mr. Bigelow graduated magna cum laude from the University of Michigan and is a member of Tau Beta Pi, the national engineering honor society. He was a William Penn Fellow at the University of Pennsylvania from 1990 to 1993. He is currently the endowment manager of the Old First Reformed Church in Philadelphia and enjoys coaching youth soccer in the Chestnut Hill Father’s Club. Mr. Bigelow currently resides in Philadelphia with his wife, Suzanne, and their two children and enjoys excursions to his family’s long-time home in the Monadnock Mount region of New Hampshire.

Are the details available for the 2013 election?

A BX Member interested in nominating a person for election as a Member Representative Director in the 2013 Annual Election must comply with the procedures specified in 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 BX’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 (i.e., June 18, 2013). Assuming the 2012 Annual Election is held on June 18, 2012, the nomination must be delivered on or prior to the close of business on March 20, 2013 but no earlier than the close of business on February 18, 2013.
• However, if BX holds its 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 BX.

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 BX Members.
• The name and address of the BX 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 OMX BX