UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 5, 2024, MarketAxess Holdings Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, upon the recommendation of the Company’s Board of Directors, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to provide for exculpation of certain corporate officers as permitted by the recent amendments to the Delaware General Corporation Law (the “DGCL”). The Amendment updates Article VII of the Certificate of Incorporation to limit the personal liability of certain officers for monetary damages for breaches of fiduciary duty as an officer, except to the extent such limitation on liability is not permitted under the DGCL. The Amendment became effective upon the Company’s filing of a certificate of amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware on June 6, 2024.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment filed as Exhibit 3.1 hereto, which is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 5, 2024, the Company held its 2024 Annual Meeting. A total of 34,574,215 shares of common stock were present or represented by proxy at the 2024 Annual Meeting, representing 91.9% of the issued and outstanding shares entitled to vote at the meeting. The proposals voted upon and the final results of the vote were as follows:
Proposal 1 — Election of Directors. The results were as follows:
| Director |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Richard M. McVey |
32,656,928 | 829,915 | 2,949 | 1,084,423 | ||||||||||||
| Christopher R. Concannon |
33,370,231 | 116,470 | 3,091 | 1,084,423 | ||||||||||||
| Nancy Altobello |
32,733,289 | 750,474 | 6,029 | 1,084,423 | ||||||||||||
| Steven L. Begleiter |
33,333,636 | 152,890 | 3,266 | 1,084,423 | ||||||||||||
| Stephen P. Casper |
31,659,605 | 1,820,288 | 9,899 | 1,084,423 | ||||||||||||
| Jane Chwick |
32,919,396 | 564,401 | 5,995 | 1,084,423 | ||||||||||||
| William F. Cruger |
32,796,655 | 686,122 | 7,015 | 1,084,423 | ||||||||||||
| Kourtney Gibson |
33,443,852 | 35,285 | 10,655 | 1,084,423 | ||||||||||||
| Carlos Hernandez |
33,476,519 | 10,138 | 3,135 | 1,084,423 | ||||||||||||
| Richard G. Ketchum |
33,445,019 | 41,526 | 3,247 | 1,084,423 | ||||||||||||
| Emily Portney |
33,451,173 | 35,514 | 3,105 | 1,084,423 | ||||||||||||
Proposal 2 — Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The results were as follows:
| For |
Against |
Abstain | ||
| 32,115,898 | 2,421,592 | 36,725 |
Proposal 3 — Advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the SEC’s compensation disclosure rules (referred to as the “say-on-pay” proposal). The results were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 31,373,447 | 1,635,479 | 480,866 | 1,084,423 |
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Proposal 4 — Approval of an Amendment to the Company’s Certificate of Incorporation to Limit the Liability of Certain of Our Officers as Permitted by Recent Amendments to the General Corporation Law of the State of Delaware. The results were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 29,225,548 | 4,133,544 | 130,700 | 1,084,423 |
Proposal 5 — The Company’s proposal to create a stockholder right to call a special stockholder meeting. The results were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 29,336,300 | 854,399 | 3,299,093 | 1,084,423 |
Proposal 6 —A stockholder proposal concerning special stockholder meetings. The results were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 16,003,781 | 17,481,803 | 4,208 | 1,084,423 |
For more information on the 2024 Annual Meeting and the foregoing proposals, see the Company’s 2024 Proxy Statement.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation. | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MARKETAXESS HOLDINGS INC. | ||||||
| Date: June 7, 2024 | By: | /s/ Scott Pintoff | ||||
| Name: | Scott Pintoff | |||||
| Title: | General Counsel and Corporate Secretary | |||||
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