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Nasdaq Stockholders’ Equity
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Nasdaq Stockholders' Equity NASDAQ STOCKHOLDERS' EQUITY
Common Stock
As of December 31, 2022, 900,000,000 shares of our common stock were authorized, 513,157,630 shares were issued and 491,592,491 shares were outstanding. As of December 31, 2021, 900,000,000 shares of our common stock were authorized, 520,256,817 shares were issued and 500,038,905 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 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. If treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 21,565,139 shares of common stock in treasury as of December 31, 2022 and 20,217,912 shares as of December 31, 2021, 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, 2022, our board of directors authorized an increase to our share repurchase program and the remaining aggregate authorized amount under the existing share repurchase program was $650 million.
These repurchases may be made from time to time at prevailing market prices in open market purchases, privately-negotiated transactions, block purchase techniques, an accelerated share repurchase program or otherwise, as determined by our management. The repurchases are primarily funded from existing cash balances. The share repurchase program may be suspended, modified or discontinued at any time, and has no defined expiration date.
The following is a summary of our share repurchase activity, excluding the repurchases done through our ASR agreement described below, reported based on settlement date, for the year ended December 31, 2022:
Year Ended December 31, 2022
Number of shares of common stock repurchased5,465,595 
Average price paid per share
$56.26 
Total purchase price (in millions)
$308 
In the table above, the number of shares of common stock repurchased excludes an aggregate of 1,347,227 shares withheld upon the vesting of restricted stock and PSUs for the year ended December 31, 2022.
As discussed above in “Common Stock in Treasury, at Cost,” shares repurchased under our share repurchase program are currently retired and cancelled.
ASR Agreement
In January 2022, we entered into an ASR agreement to repurchase $325 million of common stock. We received a total delivery of 5,629,161 shares of common stock and completed the ASR program during the first quarter of 2022.
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, 2022 and December 31, 2021, no shares of preferred stock were issued or outstanding.
Stock Split
See “Stock Split Effected in the Form of a Stock Dividend,” of Note 2, “Basis of Presentation and Principles of Consolidation.”
Cash Dividends on Common Stock
During 2022, our board of directors declared and paid the following cash dividends:
Declaration DateDividend Per
Common Share		Record DateTotal Amount PaidPayment Date
   (in millions) 
January 26, 2022$0.18 March 11, 2022$88 March 25, 2022
April 20, 20220.20 June 10, 202298 June 24, 2022
July 19, 20220.20 September 16, 202299 September 30, 2022
October 19, 20220.20 December 2, 202298 December 16, 2022
$383 
The total amount paid of $383 million was recorded in retained earnings within Nasdaq's stockholders' equity in the Consolidated Balance Sheets at December 31, 2022.
In January 2023, the board of directors approved a regular quarterly cash dividend of $0.20 per share on our outstanding common stock. The dividend is payable on March 31, 2023 to shareholders of record at the close of business on March 17, 2023. The estimated aggregate payment of this dividend is $98 million. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors.
The board of directors maintains a dividend policy with the intention to provide stockholders with regular and increasing dividends as earnings and cash flows increase.