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 2025 Annual Election for Member Representative Directors on Friday, June 27, 2025.
  
• 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, member organizations, and Participants (collectively “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 2025 Annual Election of Member Representative Directors on Friday, June 27, 2025.



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 Members that has been appointed by the 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 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 Members, the Member Representative Directors are selected by a direct vote of 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 2025 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:

Anne Marie Darling serves as the Deputy co-Chief Operating Officer at Barclays, and as of July 1st, subject to regulatory review, will take on the role of Co-Group Chief Operating Officer and BX Co-Chief Executive Officer.

Prior to that, she was head of the Multi-Asset Platform sales team at Goldman Sachs, which is responsible for building a multi-product distribution effort across Equities and FICC to scale the firm’s product offering to a broader institutional client base. She was also responsible for the global FICC Execution Services business and head of Marquee Product Strategy and Distribution, through which the firm delivers electronic execution services, liquidity, risk analytics and differentiated content to clients. Ms. Darling also served on the Global Markets Division Operating Committee, Global Markets Inclusion and Diversity Committee, Firmwide Digital Strategy Steering Group, and was a member of the One Goldman Sachs firmwide steering groups for Client Relationship Management, Content and Digital Strategy, and Business Advisory.

Previously, Ms. Darling was chief operating officer of Global Securities Division Sales. In this role, she drove key initiatives, including client relationship management, business strategy and client and trading analysis across the division. Ms. Darling joined Goldman Sachs in the Electronic Trading Group in 1999 and was named managing director in 2007 and partner in 2012.

Prior to joining the firm, Ms. Darling worked at the American Stock Exchange managing the Research team and order flow strategy for the Office of the Chairman.

Ms. Darling earned an engineering degree from Brown University in 1993 and an MBA from New York University’s Stern School of Business in 2000.


Andrew J. Schultz has been employed by The Susquehanna International Group of Companies (“Susquehanna”) since 1997. From 1997-2001, Mr. Schultz was an equity options market maker on the American Stock Exchange. In 2002, Mr. Schultz moved to Susquehanna’s internal education department and was Head of Education from 2004-2007, where he taught all new hires Susquehanna’s core trading and decision-making philosophy. Since 2007, Mr. Schultz has been the Head of Strategic Options Business within Susquehanna’s option trading group. In this role, Mr. Schultz works directly with Susquehanna’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.

How can a Member nominate someone for the 2026 election?

Members interested in nominating a person for election as a Member Representative Director in the 2026 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 timeframes 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 2025 Annual Election will be held on June 27, 2025, so the nomination must be delivered on or prior to the close of business on March 29, 2026, but no earlier than the close of business on February 27, 2026.



• 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 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