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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 21, 2024 (May 17, 2024)  

 

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: (770) 857-4700

 

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 17, 2024. At the close of business on March 21, 2024, which was the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 573,428,786 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 ten directors to each serve a one-year term expiring on the date of the 2025 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 495,162,398 508,977 375,631 28,147,249
Shantella E. Cooper 491,215,776 4,469,625 361,605 28,147,249
Duriya M. Farooqui 495,020,025 622,931 404,050 28,147,249
Lord Hague of Richmond 489,842,149 5,805,479 399,378 28,147,249
Mark F. Mulhern 481,348,973 14,305,984 392,049 28,147,249
Thomas E. Noonan 484,358,491 11,293,612 394,903 28,147,249
Caroline L. Silver 482,319,489 13,349,775 377,742 28,147,249
Jeffrey C. Sprecher 473,494,788 20,158,650 2,393,568 28,147,249
Judith A. Sprieser 450,644,829 42,294,548 3,107,629 28,147,249
Martha A. Tirinnanzi 495,066,370 588,364 392,272 28,147,249
         

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
392,378,229 102,241,396 1,427,381 28,147,249

 

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, 2024.

 

For Against Abstain
489,439,272 34,438,130

316,853

 

 

 

 

4. Advisory Vote on Stockholder Proposal Regarding Independent Board Chairman: Our stockholders did not approve the stockholder proposal regarding independent board chairman.

 

For Against Abstain Broker Non-Votes
143,947,775 351,807,180 292,051 28,147,249

 

 

 

 

 

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 21, 2024 By:

/s/ Andrew J. Surdykowski

 
    Andrew J. Surdykowski
    General Counsel

 

 

 

 

 

 

 

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May 17, 2024
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Document Period End Date May 17, 2024
Entity File Number 001-36198
Entity Registrant Name Intercontinental Exchange, Inc.
Entity Central Index Key 0001571949
Entity Tax Identification Number 46-2286804
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 5660 New Northside Drive
Entity Address, Address Line Two Third Floor
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
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Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol ICE
Security Exchange Name NYSE
Entity Emerging Growth Company false
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