At the NYSE Euronext (NYX) annual stockholders’ meeting held on
April 25, 2013:
- 16 director nominees received a
majority of votes cast, with an average approval rate of 96.35% of
votes cast,
- Stockholders ratified the appointment
of PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm for 2013,
- Stockholders approved on an advisory,
non-binding basis, the Company’s executive compensation,
- Stockholders approved a Company
proposal amending and restating the Company’s Omnibus Incentive
Plan,
- Stockholders reapproved the performance
goals under the Company’s Omnibus Incentive Plan,
- Stockholders did not approve a Company
proposal amending certain provisions in the Company’s Amended and
Restated Certificate of Incorporation (Charter) to allow
stockholders to call special meetings (Special Meeting Proposal),
and
- Stockholders did not approve a Company
proposal amending certain provisions in the Company’s Charter to
allow stockholders to act by written consent (Written Consent
Proposal).
To be approved, the Special Meeting Proposal and the Written
Consent Proposal each required the affirmative vote of not less
than 80% of the shares of our outstanding stock entitled to be
voted at the annual meeting. The Special Meeting Proposal received
the support of 99.39% of the shares of our outstanding stock
actually voted at the meeting, but only 63.78% of the shares of our
outstanding stock entitled to be voted, and therefore the proposal
was not approved. The Written Consent Proposal received the support
of 97.84% of the shares of our outstanding stock actually voted at
the meeting, but only 62.79% of the shares of our outstanding stock
entitled to be voted, and therefore the proposal was not
approved.
The Company’s Inspector of Elections, MacKenzie Partners, Inc.,
informed the Company of the following stockholder vote results:
- The stockholders elected the following
persons to the Board of Directors:
Director
For Against
Abstain Jan-Michiel Hessels (Chairman)
151,172,140 3,750,378 827,937 Marshall N. Carter (Deputy Chairman)
151,738,256 3,252,684 759,515 Duncan L. Niederauer (Chief Executive
Officer) 151,518,813 3,486,768 744,874 Dominique Cerutti (President
& Deputy Chief Executive Officer) 151,286,397 3,707,703 756,355
André Bergen 151,908,173 3,028,523 813,759 Ellyn L. Brown
151,884,213 3,110,006 756,236 Sir George Cox 151,259,322 3,725,870
765,263 Sylvain Hefes 149,642,552 5,347,815 760,088 Lawrence E.
Leibowitz (Chief Operating Officer) 153,411,657 1,582,570 756,228
Duncan M. McFarland 145,940,728 9,033,568 776,159 James J. McNulty
145,968,544 9,023,732 758,179 Luís Maria Viana Palha da Silva
153,082,621 1,906,126 761,708 Robert G. Scott 151,771,293 3,219,892
759,270 Jackson P. Tai 143,957,388 10,991,026 802,041 Rijnhard van
Tets 150,928,097 4,038,469 783,889 Sir Brian Williamson 145,459,865
9,535,202 755,388
- The following table lists the vote
results for the remaining proposals:
Proposal For
Against Abstain
Ratification of PricewaterhouseCoopers LLP
as the Company’s independent registered public accounting firm for
2013
194,443,422 1,070,746 297,486 Non-binding advisory vote on a
Company proposal to approve executive compensation 141,841,906
12,486,024 1,422,525 Company proposal to approve the Amended and
Restated NYSE Euronext Omnibus Incentive Plan 151,841,021 3,534,609
374,825 Company proposal to reapprove the performance goals under
the NYSE Euronext Omnibus Incentive Plan 152,538,130 2,848,366
363,959 Company Special Meeting Proposal 154,797,834 616,557
336,064 Company Written Consent Proposal 152,383,069 3,043,960
323,426
In addition to the figures provided above, there were 40,061,199
broker non-votes for each of the proposals with the exception of
the ratification of auditors, which had zero broker non-votes.
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 MKT, 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. For more
information, please visit: http://www.nyx.com.
Disclaimer and Cautionary Note Regarding Forward-Looking
Statements
This press release may contain forward-looking statements,
including forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include, but are not limited to,
statements concerning NYSE Euronext's plans, objectives,
expectations and intentions and other statements that are not
historical or current facts. Forward-looking statements are based
on NYSE Euronext's current expectations and involve risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied in such forward-looking statements.
Factors that could cause NYSE Euronext's results to differ
materially from current expectations include, but are not limited
to: NYSE Euronext's ability to implement its strategic initiatives,
economic, political and market conditions and fluctuations,
government and industry regulation, interest rate risk and U.S. and
global competition, and other factors detailed in NYSE Euronext's
2012 Annual Report on Form 10-K and other periodic reports filed
with the U.S. Securities and Exchange Commission or the French
Autorité des Marchés Financiers. In addition, these statements are
based on a number of assumptions that are subject to change.
Accordingly, actual results may be materially higher or lower than
those projected. The inclusion of such projections herein should
not be regarded as a representation by NYSE Euronext that the
projections will prove to be correct. This press release speaks
only as of this date. NYSE Euronext disclaims any duty to update
the information herein.
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