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 001-36198 46-2286804

(Sate or other jurisdiction of

incorporation)

(Commission

File No.)

(IR.S. Employer Identification

Number)

 

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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share ICE New York Stock Exchange

 

 

 
 

 

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:

 

  For Against  Abstain

Broker Non-

Votes

 

Sharon Y. Bowen 476,434,144 626,547 260,055 32,813,080
Charles R. Crisp 457,362,376 19,693,424 264,946 32,813,080
Duriya M. Farooqui 476,428,034 625,970 266,742 32,813,080
Jean-Marc Forneri 454,015,614 23,035,930 269,202 32,813,080
Lord Hague of Richmond 476,264,468 791,626 264,652 32,813,080
Frederick W. Hatfield 461,046,798 16,007,266 266,682 32,813,080
Thomas E. Noonan 476,348,171 705,356 267,219 32,813,080
Frederic V. Salerno 403,547,669 70,631,219 3,141,858 32,813,080
Jeffrey C. Sprecher 461,088,087 13,537,792 2,694,867 32,813,080
Judith A. Sprieser 454,852,356 22,205,692 262,698 32,813,080
Vincent Tese 457,104,445 19,950,854 265,447 32,813,080

 

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 Against Abstain Broker Non-Votes
453,874,845 22,702,226 743,675 32,813,080

  

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 Against Abstain
504,754,744 5,074,715

304,367

 

 
 

 

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.

 

       
  INTERCONTINENTAL EXCHANGE, INC.  
     
Date: May 20, 2019 By:

/s/ Andrew J. Surdykowski

 
    Andrew J. Surdykowski  
    General Counsel  

 

 

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