UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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| ¨ | Soliciting Material Pursuant to §240.14a-12 |
The NASDAQ OMX Group, Inc.
(Name of Registrant as Specified In its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 7, 2014.
THE NASDAQ OMX GROUP, INC.
Meeting Information
Meeting Type:
Annual Meeting
For holders as of:
March 17, 2014
Date: May 7, 2014
Time: 4:00 PM CEST / 10:00 AM EDT
Location:
NASDAQ OMX
Tullvaktsvägen 15
115 56 Stockholm Sweden
Live Videoconference: NASDAQ MarketSite
Four Times Square
New York, New York 10036
You are receiving this communication because you hold
shares in the company named above.
This is not a ballot. You cannot use this notice to vote these
shares. This communication presents only an overview of
the more complete proxy materials that are available to you
on the Internet. You may view the proxy materials online at
www.proxyvote.com, scan the QR Barcode on the reverse side,
or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important
information contained in the proxy materials before voting.
See the reverse side of this notice to obtain
proxy materials and voting instructions.
THE NASDAQ OMX GROUP, INC. ONE LIBERTY PLAZA
49TH FLOOR
NEW YORK, NY 10006 ATTN: EDWARD DITMIRE
M69453-P45970
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT FORM 10-K
How to View Online:
Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.
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How To Vote
Please Choose One of the Following Voting Methods
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VIEW MATERIALS & VOTE
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: Go to www.proxyvote.com or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Shareholder Meeting Registration: To vote and/or attend the meeting, go to the “shareholder meeting registration” link at www.proxyvote.com.
M69454-P45970
Voting Items
The Board of Directors recommends you vote FOR
the following:
1. Election of Directors
Nominees
1a. Charlene T. Begley
1b. Steven D. Black
1c. Börje E. Ekholm
1d. Robert Greifeld
1e. Glenn H. Hutchins
1f. Essa Kazim
1g. John D. Markese
1h. Ellyn A. McColgan
1i. Thomas F. O’Neill
1j. Michael R. Splinter
1k. Lars R. Wedenborn
The Board of Directors recommends you vote FOR
proposals 2, 3, 4 and 5.
2. To ratify the appointment of Ernst & Young LLP as NASDAQ OMX’s independent registered public accounting firm for the fiscal year ending December 31, 2014.
3. To approve the company’s executive compensation on an advisory basis.
4. To approve the NASDAQ OMX Equity Incentive Plan, as amended and restated.
5. To approve an amendment of NASDAQ OMX’s Amended and Restated Certificate of Incorporation to conform a provision to an analogous provision in NASDAQ OMX’s By-Laws.
NOTE: To transact such other business as may properly
come before the annual meeting or any adjournment or
postponement of the meeting.
M69455-P45970
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