UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 13, 2006 (March 7, 2006)
| THE NASDAQ STOCK MARKET, INC. | ||||
(Exact name of registrant as specified in its charter)
| Delaware |
000-32651 |
52-1165937 | ||
| (State or other jurisdiction |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| One Liberty Plaza, New York, New York 10006 | ||||
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (212) 401-8700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On March 7, 2006, the Management Compensation Committee of our Board of Directors approved modifications to our Board Compensation Policy. Under the current policy, our non-employee directors receive annual compensation valued at $50,000, which they may elect to receive in cash, restricted stock, or a combination of the two. The modifications, to become effective immediately following our annual shareholders’ meeting, provide for annual restricted stock grants valued at $50,000, for total annual director compensation valued at $100,000. In addition, the modifications implement meeting attendance fees for our directors of $1,000 per board meeting and $500 per committee meeting. The Chairman of the Board, directors who chair committees of the Board and directors serving on our Audit Committee receive additional compensation, detailed in our proxy statement filed on May 2, 2005, which is not affected by these modifications. A copy of the revised Policy is attached as Exhibit 10.1 to this Report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Board Compensation Policy
Page 2 of 3 pages.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 13, 2006 | THE NASDAQ STOCK MARKET, INC. | |||||||
| By: |
/s/ Edward S. Knight | |||||||
| Edward S. Knight Executive Vice President and General Counsel | ||||||||
Page 3 of 3 pages.