At the Company’s annual stockholders’ meeting held on April 28,
2011, NYSE Euronext (NYX) shareholders:
- Elected the full slate of 16 director
nominees to the Company’s Board of Directors, with an average
approval rate of 80% of votes cast,
- Ratified the appointment of
PricewaterhouseCoopers LLP as the Company’s independent registered
public accounting firm for 2011,
- Did not approve a Company proposal to
adopt a simple majority vote requirement to amend or repeal certain
provisions in the Company’s charter,
- Approved on an advisory, non-binding
basis, the Company’s executive compensation,
- Approved on an advisory, non-binding
basis, a frequency of every one year for holding the non-binding,
advisory vote on executive compensation,
- Approved a stockholder proposal
regarding the power of stockholders to call special meetings,
and
- Approved a stockholder proposal
regarding stockholder action by written consent.
To be approved, the proposal to adopt a simple majority vote
requirement to amend or repeal certain provisions in the Company’s
charter required the affirmative vote of at least 80% of the shares
of our outstanding stock entitled to be voted at the meeting. The
proposal received the support of 94.66% of the shares of our
outstanding stock actually voted but only 75.45% the shares of our
outstanding stock entitled to be voted, and therefore the proposal
was not approved.
Among the 16 elected directors is Dominique Cerutti, the
Company’s president and deputy chief executive officer and head of
Global Technology, who is a newly elected member of the Board. Mr.
Cerutti has considerable experience in leading the business
operations of a global technology company, where he served in
several senior leadership roles. Prior to joining NYSE Euronext,
Mr. Cerutti served as general manager of IBM Southwest Europe from
2005 until 2009. For more details click here: http://www.nyse.com/corpgovernance/1261133696939.html
The Company’s Inspector of Elections, MacKenzie Partners, Inc.,
informed the Company of the following shareholder vote results:
- The shareholders elected the following
persons to the Board of Directors:
Director For
Against Abstain Jan-Michiel Hessels
(Chairman) 133,851,068 28,845,125 706,663 Marshall N. Carter
(Deputy Chairman) 135,322,647 27,441,975 638,234 Duncan L.
Niederauer (Chief Executive Officer) 134,981,604 27,783,480 637,772
Dominique Cerutti (President & Deputy Chief Executive Officer)
135,452,710 27,234,068 716,078 André Bergen 134,728,875 27,895,192
778,789 Ellyn L. Brown 134,821,425 27,872,308 709,123 Patricia M.
Cloherty 134,730,990 27,934,712 737,154 Sir George Cox 134,668,398
28,016,805 717,653 Sylvain Hefes 134,832,508 27,856,717 713,631
Duncan M. McFarland 131,308,762 31,382,834 711,260 James J. McNulty
123,603,472 39,083,243 716,141 Ricardo Salgado 131,064,187
31,617,031 721,638 Robert G. Scott 134,913,723 27,766,088 723,045
Jackson P. Tai 135,090,669 27,573,253 738,934 Rijnhard van Tets
134,593,133 28,088,299 721,424 Sir Brian Williamson 130,923,333
31,766,376 713,147
- The following table lists the vote
results for the remaining proposals, other than the proposal to
determine the frequency of the advisory vote on executive
compensation:
Proposal For
Against Abstain Ratification of
PricewaterhouseCoopers LLP as the Company’s independent registered
public accounting firm for 2011 202,018,332 4,963,590 1,217,298
Company proposal to adopt a simple majority vote requirement to
amend or repeal certain provisions in the Company’s charter.
197,088,940 10,309,853 800,427 Non-binding advisory vote on a
Company proposal to approve executive compensation 135,777,181
26,248,587 1,377,088 Stockholder proposal regarding the power of
stockholders to call special meetings 119,834,600 42,955,869
612,387 Stockholder proposal regarding stockholder action by
written consent 129,280,999 33,137,009 984,848
- The following table lists the vote
results of the non-binding, advisory vote on a Company proposal to
determine the frequency of the advisory vote on executive
compensation:
Every 1 year Every 2 years
Every 3 years Abstain
126,809,533 2,015,090 22,411,816 2,688,242
About NYSE Euronext
NYSE Euronext (NYX) is a leading global operator of financial
markets and provider of innovative trading technologies. The
company's exchanges in Europe and the United States trade equities,
futures, options, fixed-income and exchange-traded products. With
approximately 8,000 listed issues (excluding European Structured
Products), NYSE Euronext's equities markets – the New York Stock
Exchange, NYSE Euronext, NYSE Amex, NYSE Alternext and NYSE Arca –
represent one-third of the world's equities trading, the most
liquidity of any global exchange group. NYSE Euronext also operates
NYSE Liffe, one of the leading European derivatives businesses and
the world's second-largest derivatives business by value of
trading. The company offers comprehensive commercial technology,
connectivity and market data products and services through NYSE
Technologies. NYSE Euronext is in the S&P 500 index, and is the
only exchange operator in the Fortune 500. For more information,
please visit: http://www.nyx.com.
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