Current Report Filing (8-k)

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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 18, 2021 (May 14, 2021)

 

Intercontinental Exchange, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware	001-36198	46-2286804
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.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: [phone]

 

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

 

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. ¨

 

 

 

 

 

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 14, 2021. At the close of business on March 16, 2021, which was the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 562,712,059 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 twelve directors to each serve a one-year term expiring on the date of the 2022 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		472,925,395		627,694		687,314		26,929,624
Shantella E. Cooper		472,289,083		654,714		1,296,606		26,929,624
Charles R. Crisp		449,660,550		23,282,726		1,297,127		26,929,624
Duriya M. Farooqui		471,357,046		2,157,411		725,946		26,929,624
Lord Hague of Richmond		469,915,557		3,601,108		723,738		26,929,624
Mark F. Mulhern		466,308,480		7,211,531		720,392		26,929,624
Thomas E. Noonan		472,833,358		655,266		751,779		26,929,624
Frederic V. Salerno		409,376,837		60,316,747		4,546,819		26,929,624
Caroline L. Silver		465,621,816		7,898,366		720,221		26,929,624
Jeffrey C. Sprecher		449,766,036		21,696,413		2,777,954		26,929,624
Judith A. Sprieser		446,126,552		26,757,150		1,356,701		26,929,624
Vincent Tese		437,686,486		35,192,394		1,361,523		26,929,624

 

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
422,711,910		48,136,312		3,392,181		26,929,624

 

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, 2021.

 

For		Against		Abstain
494,179,406		6,332,404		658,217

 

4. Advisory Vote on Stockholder Proposal Regarding Adoption of a Simple Majority Vote Standard: Our stockholders approved the stockholder proposal regarding adoption of a simple majority vote standard.

 

For		Against		Abstain		Broker Non-Votes
437,100,313		36,189,536		950,554		26,929,624

 

 

 

 

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 18, 2021	By:	/s/ Andrew J. Surdykowski
		Andrew J. Surdykowski
		General Counsel