DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.     )

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The NASDAQ OMX Group, Inc.

(Name of Registrant as Specified In its Charter)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 6, 2015.

 

 

THE NASDAQ OMX GROUP, INC.

 

 

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THE NASDAQ OMX GROUP, INC.

ONE LIBERTY PLAZA

49TH FLOOR

NEW YORK, NY 10006

ATTN: EDWARD DITMIRE

 

 

 

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Meeting Information

 

Meeting Type: Annual Meeting

 

For holders as of:    

 

March 10, 2015

 

Date:    May 6, 2015

 

Time:   9:00 AM EDT

 

Location:

 

    Nasdaq MarketSite

      Four Times Square
 

    New York, New York 10036

 

 

You are receiving this communication because you hold shares in the company named above.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

 See the reverse side of this notice to obtain   proxy materials and voting instructions.

 

 


      Before You Vote

        How to Access the Proxy Materials

 

 
 

 

Proxy Materials Available to VIEW or RECEIVE:

 

NOTICE AND PROXY STATEMENT            ANNUAL REPORT                    FORM 10-K

 

How to View Online:

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Please choose one of the following methods to make your request:

 

1)  BY INTERNET:          www.proxyvote.com

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Please make the request as instructed above on or before April 24, 2015 to facilitate timely delivery.

 

      How To Vote

        Please Choose One of the Following Voting Methods

 

 

 

 

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Vote In Person: All stockholders may vote in person at the annual meeting. If you wish to attend the annual meeting, you will need to request an admission ticket in advance. Please check the meeting materials for further instructions.

 

Vote By Internet: Go to www.proxyvote.com or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow   LOGO   (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

Shareholder Meeting Registration: To vote and/or attend the meeting, go to “shareholder meeting registration” link at www.proxyvote.com.

 


Voting Items
The Board of Directors recommends you vote FOR the following:
1. Election of Directors
Nominees
1a. Charlene T. Begley
1b. Steven D. Black
1c. Börje E. Ekholm
1d. Robert Greifeld
1e. Glenn H. Hutchins
1f. Essa Kazim
1g. Thomas A. Kloet
1h. John D. Markese
1i. Ellyn A. McColgan
1j. Michael R. Splinter
1k. Lars R. Wedenborn

 

 

The Board of Directors recommends you vote FOR proposals 2, 3, and 4.

2.

To approve the company’s executive compensation on an advisory basis.

3.

To ratify the appointment of Ernst & Young LLP as Nasdaq’s independent registered public accounting firm for the fiscal year ending December 31, 2015.

4.

To approve the Nasdaq Executive Corporate Incentive Plan, as amended and restated.

The Board of Directors recommends you vote AGAINST proposal 5.

5.

To consider the stockholder proposal entitled “Right to Act by Written Consent.”

NOTE: To transact such other business as may properly come before the annual meeting or any adjournment or postponement of the meeting.

 

 

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