Nasdaq Tweaks Bylaws to Keep Up with Delaware Law Changes
Published Date: 10/1/2025
Notice
Summary
Nasdaq PHLX LLC wants to update the official rules and documents of its parent company, Nasdaq, Inc., to match new Delaware laws and modern business practices. These changes affect how Nasdaq runs things but won’t cost extra or change timing for anyone. The SEC is now asking for public feedback before giving the green light.
Analyzed Economic Effects
6 provisions identified: 5 benefits, 1 costs, 0 mixed.
Officer Liability Limit Added
Nasdaq proposes to change its Certificate so certain officers are protected from monetary liability for breaches of the duty of care, similar to protections already given to directors under Delaware law (8 Del. C. Section 102(b)(7)). The Board approved this amendment on April 23, 2025 and stockholders approved it at the June 11, 2025 annual meeting.
Universal Proxy Compliance — Nominations Can Be Disregarded
Nasdaq proposes that if a proposing person provides notice under Rule 14a-19(b) but then fails to meet certain Rule 14a-19(a)(2) or (a)(3) requirements (or fails to timely provide reasonable evidence), the Corporation may disregard the nomination and any proxies or votes for that nominee. The proposing person must deliver reasonable evidence no later than five (5) business days prior to the meeting if requested.
Allowing Universal-Proxy Nominees In Proxy Materials
Nasdaq proposes to amend its proxy access rule (Section 3.6(m)) to allow nominees to be included in the Corporation's proxy materials if they are submitted pursuant to and in compliance with the SEC's universal proxy rule (Section 14a-19 of the Act).
Narrowed Info Requests For Board Nominees
Nasdaq proposes to narrow the scope of information it may request from any person a stockholder proposes to nominate for director so requests focus on whether the nominee is qualified under Nasdaq's governing documents, exchange rules, or applicable law. The change was approved by Nasdaq's Board on April 23, 2025.
Tightening Special-Meeting Coordination Language
Nasdaq proposes to replace the phrase "acting in concert" with "knowingly coordinating" for special meeting and related stockholder provisions. The change is intended to reduce the use of the older wording by plaintiffs searching for litigation targets.
Limits On Number Of Nominees At Meetings
Nasdaq proposes to limit how many nominees a proposing person may nominate when the number of directors to be elected at an annual meeting increases, so the number of nominees cannot exceed the number of directors to be elected. The change is meant to prevent surplus nominees and spare the Corporation and its stockholders "needless expenditure of time and resources."
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Previous: 2025-19105, Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of a Proposed Rule Change To Amend the Amended and Restated Certificate of Incorporation and By-Laws of Its Parent Corporation, Nasdaq, Inc.
Nasdaq, Inc. is updating its official rules and documents to keep up with new Delaware laws and modern business practices. These changes affect Nasdaq’s parent company and aim to make governance smoother and clearer. No big money moves or deadlines are announced yet, but the updates keep Nasdaq sharp and ready for the future.
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