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 July 17, 2024, the Board of Directors of MarketAxess Holdings Inc. (the “Company”) approved amended and restated By-laws (the “Amended and Restated By-laws”) of the Company, effective immediately. The Amended and Restated By-laws now provide stockholders owning a combined 25% or more of the Company’s outstanding common stock with the right to call a special meeting of stockholders, consistent with the management proposal approved by stockholders at the Company’s Annual Meeting of Stockholders on June 5, 2024.
The Board of Directors also took the opportunity to refresh certain other provisions of the By-laws. Such other changes include:
| • | Modernized the advance notice requirements for the nomination of directors and proposal of business by stockholders, including with respect to the notice, questionnaires and other representations and information required to be provided, and reflected the Securities and Exchange Commission’s adoption of “universal proxy” rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended; |
| • | Included procedural requirements for pre-existing stockholder right to act by written consent; |
| • | Clarified and streamlined officer duties and responsibilities; |
| • | Updated the director and officer indemnification provisions to reflect evolving market standards; and |
| • | Modernized the notice and meeting provisions to allow for notice by electronic means and expressly authorizing stockholder meetings to be held by remote communications. |
The foregoing description of the Amended and Restated By-laws is qualified in its entirety by reference to the Amended and Restated By-laws filed as Exhibit 3.1 hereto, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| 3.1 | Amended and Restated By-laws of MarketAxess Holdings Inc., dated as of July 17, 2024. | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | |
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: July 19, 2024 | By: | /s/ Scott Pintoff | ||||
| Name: | Scott Pintoff | |||||
| Title: | General Counsel and Corporate Secretary | |||||