Best proxy statement (large cap) Nasdaq
Unlike other public companies, Nasdaq also serves as a market regulator and exchange operator. As such, its proxy statement is viewed as an opportunity to be a corporate governance role model, says Erika Moore, vice president, deputy general counsel and corporate secretary.
Nasdaq’s 2022 proxy statement is thorough, well designed and innovative throughout. New elements include an ‘About Nasdaq’ section, highlighting the company’s vision, purpose and key performance metrics such as net revenues and IPO ‘win rate’.
The document also introduced a ‘voting roadmap’ with a summary of items on the agenda for the AGM and the board’s rationale for its voting recommendations. Moore says the company wants to encourage shareholders to vote and so wants to make it as easy as possible for them to understand the matters they can vote on. To that end, the document highlights that Nasdaq will make a charitable contribution based on votes cast.
The 2022 proxy statement starts with a letter from the board of directors, followed by a letter from president and CEO Adena Friedman. The board gives an in-depth look at the company’s financial track record over the preceding year before turning its attention to board refreshment, employee retention, diversity, equity and inclusion and other ESG matters. The proxy also features a photo of the board all standing together – a nice way to emphasize that these are people who interact with one another.
There is a detailed summary of the key issues Nasdaq has discussed with investors and the actions it has taken in those areas, which cover corporate governance, strategy, human capital management, ESG, enterprise risk-management practices and disclosures. And, for the first time in 2022, the document includes not only a description of Nasdaq’s board assessment process but also a list of changes made in response to recent evaluations. These include adding educational videos on key topics in pre-read meeting materials, educating the nominating and ESG committee on ESG topics and providing the board with opportunities to interact with more employees.
Other highlights of the proxy statement include its compensation discussion & analysis, which is both extensive and laid out clearly using graphics and charts.
