Current Report Filing (8-k)
20 Mai 2019 - 10:34PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13
or 15(d) of THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 17, 2019
Intercontinental Exchange, Inc.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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001-36198
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46-2286804
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(Sate or other jurisdiction of
incorporation)
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(Commission
File No.)
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(IR.S. Employer Identification
Number)
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5660 New Northside Drive, Third Floor, Atlanta,
Georgia 30328
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including
area code: (770) 857-4700
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value per share
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ICE
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New York Stock Exchange
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Item 5.07. Submission of Matters to a Vote of Security
Holders.
(a) The Annual Meeting of Stockholders of
the Company was held on May 17, 2019. At the close of business on March 19, 2019, which was the record date for the determination
of stockholders entitled to vote at the Annual Meeting, there were 565,722,948 outstanding shares of common stock eligible to vote
at the Annual Meeting, constituting all of the outstanding voting securities of the Company.
(b) The results of the matters submitted to
a stockholder vote at the Annual Meeting are as follows:
1.
Election of Directors
: Our stockholders
elected the following eleven directors to each serve a one-year term expiring on the date of the 2020 Annual Meeting of Stockholders
or until his or her earlier resignation or successor has been duly elected and qualified:
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For
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Against
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Abstain
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Broker Non-
Votes
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Sharon Y. Bowen
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476,434,144
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626,547
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260,055
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32,813,080
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Charles R. Crisp
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457,362,376
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19,693,424
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264,946
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32,813,080
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Duriya M. Farooqui
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476,428,034
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625,970
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266,742
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32,813,080
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Jean-Marc Forneri
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454,015,614
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23,035,930
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269,202
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32,813,080
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Lord Hague of Richmond
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476,264,468
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791,626
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264,652
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32,813,080
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Frederick W. Hatfield
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461,046,798
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16,007,266
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266,682
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32,813,080
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Thomas E. Noonan
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476,348,171
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705,356
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267,219
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32,813,080
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Frederic V. Salerno
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403,547,669
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70,631,219
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3,141,858
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32,813,080
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Jeffrey C. Sprecher
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461,088,087
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13,537,792
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2,694,867
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32,813,080
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Judith A. Sprieser
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454,852,356
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22,205,692
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262,698
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32,813,080
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Vincent Tese
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457,104,445
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19,950,854
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265,447
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32,813,080
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2.
Advisory Resolution on Executive Compensation
:
Our stockholders approved the proposal on executive compensation. As previously disclosed, our Board has determined to hold advisory
votes on executive compensation annually.
For
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Against
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Abstain
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Broker Non-Votes
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453,874,845
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22,702,226
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743,675
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32,813,080
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3.
Ratification of Appointment of Independent
Registered Public Accounting Firm
: Our stockholders ratified the selection of Ernst & Young LLP as our independent registered
public accounting firm for the fiscal year ending December 31, 2019.
For
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Against
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Abstain
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504,754,744
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5,074,715
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304,367
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on their behalf by the undersigned hereunto duly
authorized.
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INTERCONTINENTAL EXCHANGE, INC.
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Date: May 20, 2019
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By:
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/s/ Andrew J. Surdykowski
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Andrew J. Surdykowski
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General Counsel
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