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NASDAQ OMX GROUP, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

May 13, 2014

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Appointment of Certain Officers

On May 7, 2014, the board of directors of The NASDAQ OMX Group, Inc. ("NASDAQ OMX" or the "Company") appointed Hans-Ole Jochumsen to the position of President, Global Trading and Market Services, effective immediately.

Mr. Jochumsen, age 56, previously served as Executive Vice President of Global Market Services since March 2014. He served as Executive Vice President of Transaction Services Nordic from February 2008 through March 2014. Previously, Mr. Jochumsen was the President of Information Services & New Markets for OMX. Prior to that, he served as President and CEO of the Copenhagen Stock Exchange (now called NASDAQ OMX Copenhagen A/S) and FUTOP Clearingcentralen Ltd. Prior to joining OMX in 1998, Mr. Jochumsen served as President and member of the Executive Management of BG Bank from 1996 to 1998 and as President and member of the Executive Management of Girobank from 1994 to 1996. From 1990 to 1994, he was a President and member of the Executive Management of BRFkredit.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At NASDAQ OMX's annual meeting of stockholders held on May 7, 2014, the stockholders elected each of NASDAQ OMX's nominees for director to serve for terms of one year and until their successors are duly elected and qualified. The stockholders also ratified the appointment of Ernst & Young LLP as NASDAQ OMX's independent registered public accounting firm for the fiscal year ending December 31, 2014 and approved the Company's executive compensation on an advisory basis. Finally, the stockholders approved the NASDAQ OMX Equity Incentive Plan, as amended and restated, as well as an amendment of NASDAQ OMX's Amended and Restated Certificate of Incorporation (the "Charter") to conform a provision to an analogous provision in NASDAQ OMX's By-Laws. The proposed changes to the Charter will not become effective until they are filed and effective with the U.S. Securities and Exchange Commission and the state of Delaware.

The table below shows the voting results, which exclude excess shares that were ineligible to vote as a result of the 5% voting limitation in the Charter.

Broker For Against Abstain Non-Votes Proposal I: Election of Directors Charlene T. Begley 110,782,722 43,866 164,967 9,219,389 Steven D. Black 110,651,329 178,122 162,104 9,219,389 BÖrje E. Ekholm 108,483,269 2,352,443 155,843 9,219,389 Robert Greifeld 110,248,443 591,949 151,163 9,219,389 Glenn H. Hutchins 110,340,553 489,002 162,000 9,219,389 Essa Kazim 110,232,084 607,606 151,865 9,219,389 John D. Markese 110,121,241 703,046 167,268 9,219,389 Ellyn A. McColgan 110,733,676 96,102 161,777 9,219,389 Thomas F. O'Neill 109,178,370 1,651,014 162,171 9,219,389 Michael R. Splinter 110,348,645 480,718 162,192 9,219,389 Lars R. Wedenborn 110,770,178 56,150 165,227 9,219,389

Proposal II: Ratify the Appointment of Ernst & Young LLP as NASDAQ OMX's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2014 119,068,184 989,505 153,255 N/A Proposal III: Approve the Company's Executive Compensation on an Advisory Basis 109,094,021 1,707,328 190,206 9,219,389 Proposal IV: Approve the NASDAQ OMX Equity Incentive Plan, as Amended and Restated 105,907,900 4,899,082 184,573 9,219,389 Proposal V: Approve an Amendment of NASDAQ OMX's Charter to Conform a Provision to an Analogous Provision in NASDAQ OMX's By-Laws 119,833,536 175,128 202,280 9,219,389


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Source: Edgar Glimpses

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