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    Intercontinental Exchange Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/21/25 4:30:29 PM ET
    $ICE
    Investment Bankers/Brokers/Service
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    Get the next $ICE alert in real time by email
    false 0001571949 0001571949 2025-05-16 2025-05-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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, 2025 (May 16, 2025)

     

    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 16, 2025. At the close of business on March 20, 2025, which was the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 574,498,015 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 2026 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  487,694,430  299,124  1,018,164  30,001,566
    Shantella E. Cooper  487,622,628  397,413  991,677  30,001,566
    Duriya M. Farooqui  487,677,710  309,606  1,024,402  30,001,566
    Lord Hague of Richmond  482,614,818  5,400,342  996,558  30,001,566
    Mark F. Mulhern  477,529,013  10,500,034  982,671  30,001,566
    Thomas E. Noonan  477,434,450  10,581,534  995,734  30,001,566
    Caroline L. Silver  472,413,168  15,607,744  990,806  30,001,566
    Jeffrey C. Sprecher  469,385,121  18,647,126  979,471  30,001,566
    Judith A. Sprieser  461,171,378  24,618,375  3,221,965  30,001,566
    Martha A. Tirinnanzi  487,751,622  237,714  1,022,382  30,001,566

     

    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 
     457,032,009    27,860,556    4,119,153    30,001,566 

     

    3. Approval of the Adoption of Amendments to the Company’s current Certificate of Incorporation to Adopt Voting Limitations for Regulatory Compliance: Our stockholders approved the adoption of amendments to the Company’s current Certificate of Incorporation to adopt voting limitations for regulatory compliance.

     

    For   Against   Abstain   Broker Non-Votes 
     487,751,664    214,016    1,046,038    30,001,566 

     

     

     

     

    4. 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, 2025.

     

    For   Against   Abstain 
     486,814,772    29,196,170    3,002,392 

     

     

     

     

    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, 2025 By: /s/ Andrew J. Surdykowski
        Andrew J. Surdykowski
        General Counsel

     

     

     

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