Nasdaq Stockholders’ Equity

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Nasdaq Stockholders' Equity

Nasdaq Stockholders’ Equity

Common Stock

As of March 31, 2020, 300,000,000 shares of our common stock were authorized, 170,589,846 shares were issued and 164,337,766 shares were outstanding. The holders of common stock are entitled to one vote per share, except that our certificate of incorporation limits the ability of any shareholder to vote in excess of 5.0% of the then-outstanding shares of Nasdaq common stock.

Common Stock in Treasury, at Cost

We account for the purchase of treasury stock under the cost method with the shares of stock repurchased reflected as a reduction to Nasdaq stockholders’ equity and included in common stock in treasury, at cost in the Condensed Consolidated Balance Sheets. Shares repurchased under our share repurchase program are currently retired and canceled and are therefore not included in the common stock in treasury balance. When treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 6,252,080 shares of common stock in treasury as of March 31, 2020 and 5,980,571 shares as of December 31, 2019, most of which are related to shares of our common stock withheld for the settlement of employee tax withholding obligations arising from the vesting of restricted stock and PSUs.

Share Repurchase Program

As of March 31, 2020, the aggregate authorized amount under the existing share repurchase program is $510 million.

These purchases may be made from time to time at prevailing market prices in open market purchases, privately-negotiated transactions, block purchase techniques or otherwise, as determined by our management. The purchases are primarily funded from existing cash balances. The share repurchase program may be suspended, modified or discontinued at any time. The share repurchase program has no defined expiration date.

The following is a summary of our share repurchase activity, reported based on settlement date, for the three months ended March 31, 2020:

	Three Month Ended March 31, 2020
Number of shares of common stock repurchased(1)	1,182,114
Average price paid per share	$	103.17
Total purchase price (in millions)	$	122

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⁽¹⁾ Excludes shares withheld upon vesting of restricted stock and PSUs of 271,509.

As discussed above in “Common Stock in Treasury, at Cost,” shares repurchased under our share repurchase program are currently retired and cancelled.

Preferred Stock

Our certificate of incorporation authorizes the issuance of 30,000,000 shares of preferred stock, par value $0.01 per share, issuable from time to time in one or more series. As of March 31, 2020 and 2019, no shares of preferred stock were issued or outstanding.

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Cash Dividends on Common Stock

During the first three months of 2020, our board of directors declared the following cash dividends:

Declaration Date	Dividend Per Common Share		Record Date	Total Amount Paid		Payment Date
				(in millions)
January 28, 2020	$	0.47	March 13, 2020	$	78	March 27, 2020

The total amount paid of $78 million was recorded in retained earnings in the Condensed Consolidated Balance Sheets at March 31, 2020.

In April 2020, the board of directors approved a regular quarterly cash dividend of $0.49 per share on our outstanding common stock which reflects a 4.0% increase from our prior quarterly cash dividend of $0.47. The dividend is payable on June 26, 2020 to shareholders of record at the close of business on June 12, 2020. The estimated amount of this dividend is $81 million. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors.

Our board of directors maintains a dividend policy with the intention to provide stockholders with regular and growing dividends over the long term as earnings and cash flow grow.