Form 8-K - Current report

MARKETAXESS HOLDINGS INC false 0001278021 0001278021 2025-01-23 2025-01-23

 

 

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): January 23, 2025

 

 

MarketAxess Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		001-34091		52-2230784
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

55 Hudson Yards

New York, New York 10001

(Address of principal executive offices, including zip code)

[phone]

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

 

 

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:

 

☐	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))

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, par value $0.003 per share		MKTX		NASDAQ Global Select Market

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. ☐

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Directors

On January 23, 2025, the Board of Directors (the “Board”) of MarketAxess Holdings Inc. (the “Company”) elected Roberto Hoornweg to serve on the Company’s Board of Directors, effective March 1, 2025. The Board determined that Mr. Hoornweg is independent under applicable NASDAQ listing rules and pursuant to the Company’s Corporate Governance Guidelines. The Board appointed Mr. Hoornweg as a member of the Board’s Risk Committee and Finance Committee, effective March 1, 2025.

There were no arrangements or understandings pursuant to which Mr. Hoornweg was elected as a director of the Company. There have been no transactions since the beginning of the Company’s last fiscal year, and are no currently proposed transactions, to which the Company or any of its subsidiaries was or is to be a participant, in which the amount involved exceeds $120,000 and in which Mr. Hoornweg had, or will have, a direct or indirect material interest.

Mr. Hoornweg will be eligible to receive the same compensation structure as other non-employee directors of the Company as described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2024.

 

Item 7.01

Regulation FD Disclosure

On January 27, 2025 the Company issued a press release announcing Mr. Hoornweg’s election, which is attached hereto as exhibit 99.1 and is incorporated by reference into this Item 7.01.

The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) that is furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, the information included in this Current Report on Form 8-K (including Exhibit 99.1) that is furnished pursuant to this Item 7.01 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits:

 

99.1		Press Release issued by MarketAxess Holdings Inc. on January 27, 2025.
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

 

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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 its behalf by the undersigned hereunto duly authorized.

 

				MARKETAXESS HOLDINGS INC.
Date: January 27, 2025				By:		/s/ Scott Pintoff
				Name:		Scott Pintoff
				Title:		General Counsel & Corporate Secretary

Exhibit 99.1

 

MarketAxess Elects Roberto Hoornweg to its Board of Directors

NEW YORK | January 27, 2025 – MarketAxess Holdings Inc. (Nasdaq: MKTX), the operator of a leading electronic trading platform for fixed-income securities, today announced the election of Roberto Hoornweg to its Board of Directors, effective March 1, 2025. Mr. Hoornweg will serve on the Board’s Risk Committee and Finance Committee. Mr. Hoornweg brings extensive global financial markets expertise, fixed-income knowledge and leadership experience from a number of financial institutions.

Most recently, Mr. Hoornweg was appointed the Co-Head, Corporate & Investment Banking at Standard Chartered in April 2024, after serving as Global Head of Financial Markets since January 2017. Prior to joining Standard Chartered, Mr. Hoornweg held senior roles at Brevan Howard Asset Management and UBS Investment Bank in London.

Prior to UBS, Mr. Hoornweg’s financial markets experience was honed during his 17-year career at Morgan Stanley where he held various senior roles in fixed income derivatives, including leading the global Emerging Markets Fixed Income & FX business, and as Head of Global Interest Rates, Credit and Currencies.

“We are pleased to welcome Roberto to our Board,” said Chris Concannon, CEO of MarketAxess. “His wealth of experience in fixed-income, as well as his deep knowledge of international markets, will add great value to MarketAxess as we continue to prioritize our expansion across global markets. On behalf of our Board and leadership team, we look forward to working with and learning from him.”

“I am honored to be joining the Board at MarketAxess, a recognized fintech leader that shares my passion for continuous improvement and innovation across fixed-income markets globally. I look forward to helping the firm continue to serve and empower institutional investors and dealers at a time where the appetite for technology and efficiency has never been higher,” said Mr. Hoornweg.

Mr. Hoornweg holds a Bachelor of Science with a major in Economics from the Massachusetts Institute of Technology.

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About MarketAxess

MarketAxess (Nasdaq: MKTX) operates a leading electronic trading platform that delivers greater trading efficiency, a diversified pool of liquidity and significant cost savings to institutional investors and broker-dealers across the global fixed-income markets. Over 2,000 firms leverage MarketAxess’ patented technology to efficiently trade fixed-income securities. MarketAxess’ award-winning Open Trading^® marketplace is widely regarded as the preferred all-to-all trading solution in the global credit markets. Founded in 2000, MarketAxess connects a robust network of market participants through an advanced full trading lifecycle solution that includes automated trading solutions, intelligent data and index products and a range of post-trade services. Learn more at www.marketaxess.com.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain forward-looking statements, including statements about the outlook and prospects for Company and industry growth, as well as statements about the Company’s future financial and operating performance. These and other

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statements that relate to future results and events are based on MarketAxess’ current expectations. The Company’s actual results in future periods may differ materially from those currently expected or desired because of a number of risks and uncertainties, including: global economic, political and market factors; risks relating to the COVID-19 pandemic, including the possible effects of the economic conditions worldwide resulting from the COVID-19 pandemic; adverse effects as a result of climate change or other ESG risks that could affect our reputation; the level of trading volume transacted on the MarketAxess platform; the rapidly evolving nature of the electronic financial services industry; the level and intensity of competition in the fixed-income electronic trading industry and the pricing pressures that may result; reputational or credibility risks related to our data products and index business; the variability of our growth rate; our ability to introduce new fee plans and our clients’ response; our ability to attract clients or adapt our technology and marketing strategy to new markets; risks related to our growing international operations; our dependence on our broker-dealer clients; the loss of any of our significant institutional investor clients; our exposure to risks resulting from non-performance by counterparties to transactions executed between our clients in which we act as an intermediary in matched principal trades; risks related to self-clearing; risks related to sanctions levied against states or individuals that could expose us to operational or regulatory risks; the effect of rapid market or technological changes on us and the users of our technology; our dependence on third-party suppliers for key products and services; our ability to successfully maintain the integrity of our trading platform and our response to system failures, capacity constraints and business interruptions; the occurrence of design defects, errors, failures or delays with our platforms; our vulnerability to malicious cyber-attacks and attempted data security breaches; our actual or perceived failure to comply with privacy and data protection laws; our ability to protect our intellectual property rights or technology and defend against intellectual property infringement or other claims; our ability to enter into strategic alliances and to acquire other businesses and successfully integrate them with our business; our dependence on our management team and our ability to attract and retain talent; limitations on our flexibility because we operate in a highly regulated industry; the increasing government regulation of us and our clients; risks related to the divergence of U.K. and European Union legal and regulatory requirements following the U.K.’s exit from the European Union; our exposure to costs and penalties related to our extensive regulation; our risks of litigation and securities laws liability; our future capital needs and our ability to obtain capital when needed; limitations on our operating flexibility contained in our credit agreement; and other factors. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. More information about these and other factors affecting MarketAxess’ business and prospects is contained in MarketAxess’ periodic filings with the Securities and Exchange Commission and can be accessed at www.marketaxess.com.

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Contacts
INVESTOR RELATIONS		MEDIA RELATIONS
Stephen Davidson MarketAxess Holdings Inc. [phone] [e-mail]		Mary Sedarat MarketAxess Holdings Inc. [phone] [e-mail]

 

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Document and Entity Information	Jan. 23, 2025
Cover [Abstract]
Entity Registrant Name	MARKETAXESS HOLDINGS INC
Amendment Flag	false
Entity Central Index Key	0001278021
Document Type	8-K
Document Period End Date	Jan. 23, 2025
Entity Incorporation State Country Code	DE
Entity File Number	001-34091
Entity Tax Identification Number	52-2230784
Entity Address, Address Line One	55 Hudson Yards
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	(212)
Local Phone Number	813-6000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.003 per share
Trading Symbol	MKTX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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