Nasdaq Stockholders’ Equity

9 Months Ended

Sep. 30, 2020

Nasdaq Stockholders’ Equity

Common Stock

As of September 30, 2020, 300,000,000 shares of our common stock were authorized, 170,298,054 shares were issued and 164,020,697 shares were outstanding. As of December 31, 2019, 300,000,000 shares of our common stock were authorized, 171,075,011 shares were issued and 165,094,440 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 6,277,357 shares of common stock in treasury as of September 30, 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 September 30, 2020, the remaining aggregate authorized amount under the existing share repurchase program was $446 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 nine months ended September 30, 2020 and 2019:


	Nine Month Ended September 30,
	2020		2019
Number of shares of common stock repurchased(1)	1,752,474		2,053,855
Average price paid per share	$	106.26	$	97.37
Total purchase price (in millions)	$	186	$	200

____________

(1) Excludes shares withheld upon vesting of restricted stock and PSUs of 296,786 for the nine months ended September 30, 2020 and 363,813 for the nine months ended September 30, 2019.

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 September 30, 2020 and December 31, 2019, no shares of preferred stock were issued or outstanding.

Cash Dividends on Common Stock

During the first nine 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
April 22, 2020	0.49		June 12, 2020	80		June 26, 2020
July 22, 2020	0.49		September 11, 2020	81		September 25, 2020

				$	239

The total amount paid of $239 million was recorded in retained earnings in the Condensed Consolidated Balance Sheets at September 30, 2020.

In October 2020, the board of directors approved a regular quarterly cash dividend of $0.49 per share on our outstanding common stock. The dividend is payable on December 18, 2020 to shareholders of record at the close of business on December 4, 2020. The estimated amount of this dividend is $80 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.