Nasdaq Stockholders’ Equity

12 Months Ended

Dec. 31, 2019

Nasdaq Stockholders’ Equity

Common Stock

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 person 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 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 5,980,571 shares of common stock in treasury as of December 31, 2019 and 5,544,321 shares as of December 31, 2018, 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 December 31, 2019, the aggregate authorized amount under the existing share repurchase program, which includes an additional $500 million authorized by the board in October 2019, is $632 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 year ended December 31, 2019 and 2018:



	Year Ended December 31,
	2019		2018
Number of shares of common stock repurchased	2,053,855		4,508,426
Average price paid per share	$	97.37	$	87.43
Total purchase price (in millions)	$	200	$	394

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

Other Repurchases of Common Stock

During the year ended December 31, 2019, we repurchased 436,250 shares of our common stock in settlement of employee tax withholding obligations arising from the vesting of restricted stock and PSUs.

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 December 31, 2019 and 2018, no shares of preferred stock were issued or outstanding.

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Cash Dividends on Common Stock

During 2019, 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 29, 2019	$	0.44	March 15, 2019	$	73	March 29, 2019
April 23, 2019	0.47		June 14, 2019	77		June 28, 2019
July 23, 2019	0.47		September 13, 2019	78		September 27, 2019
October 22, 2019	0.47		December 13, 2019	77		December 27, 2019
				$	305

The total amount paid of $305 million was recorded in retained earnings in the Consolidated Balance Sheets at December 31, 2019.

In January 2020, the board of directors approved a regular quarterly cash dividend of $0.47 per share on our outstanding common stock. The dividend is payable on March 27, 2020 to shareholders of record at the close of business on March 13, 2020. The estimated amount of this dividend is $78 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.