Nasdaq Files More Bylaw Changes for Philadelphia Clearing Arm
Published Date: 10/3/2025
Notice
Summary
The Stock Clearing Corporation of Philadelphia (SCCP) 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 Nasdaq’s governing papers but won’t cost anyone extra or change how things work right now. The SEC is asking for public feedback before giving the green light.
Analyzed Economic Effects
5 provisions identified: 2 benefits, 1 costs, 2 mixed.
Officer Exculpation Added to Certificate
The Certificate would be amended to add the words "or officer" where the Certificate currently exculpates directors, so certain covered officers would be exculpated from monetary liability for breach of the duty of care in narrow circumstances. The change follows a 2022 amendment to Delaware law (8 Del. C. Section 102(b)(7)) and was approved by Nasdaq stockholders at the June 11, 2025 annual meeting after Board approval on April 23, 2025.
Changes to Nomination and Proxy Notice Rules
The By-Laws would narrow what information Nasdaq can require from a stockholder nominating a director, delete certain "acting in concert" language, clarify definitions of "affiliate" (as shown on the most recent Form 10-K) and "principal competitor" (as defined under Section 8 of the Clayton Act), and add procedures tied to the SEC's universal proxy rule (Rule 14a-19), including a requirement to deliver evidence no later than five business days before the meeting. SCCP's Board approved these By-Law changes on April 23, 2025.
Expanded Committee Powers and Stock Authority
The By-Laws would state the corporation has opted into Section 141(c)(2) of Delaware law and would remove limits on committee actions so committees may, consistent with Delaware law, take actions such as authorizing preferred stock designations. SCCP says this aligns Nasdaq's By-Laws with Delaware law and provides the company greater flexibility over committee authority.
No Immediate Cost or Operational Change
SCCP says the proposed amendments update Nasdaq's governing papers but "won’t cost anyone extra or change how things work right now." The SEC published the filing for comment after SCCP filed the proposed changes on September 29, 2025.
Removal of Limit on Issuer Directors
Section 4.3 of the By-Laws would be amended to remove the current limit that the Board "may include at least one, but not more than two, Issuer Directors," thereby removing the cap on the number of Issuer Directors who may serve on Nasdaq's Board. SCCP states this change gives Nasdaq greater flexibility to recruit officers of Nasdaq-listed companies.
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