SEC Form DEF 14C filed by Interactive Brokers Group Inc.

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

(Amendment No.  )

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Payment of Filing Fee (Check all boxes that apply):

Date of Mailing: On or about May 12, 2025

Dear Stockholders:

This notice and the accompanying information statement (the “Information Statement”) is furnished by the Board of Directors (the “Board”) of Interactive Brokers Group, Inc. (the “Company,” “we” or “us”). The Company, a Delaware corporation, is a public company registered with the Securities and Exchange Commission (the “SEC”). The Information Statement has been filed with the SEC and is being furnished, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to notify the holders of record of our Class A common stock, par value $0.01 per share (the “Class A Common Stock”), and Class B common stock, par value $0.01 per share (the “Class B common stock” and, together with the Class A Common Stock, the “Common Stock”) as of the close of business on April 17, 2025 (the “Record Date”) of actions we are taking pursuant to a written consent representing a majority of the voting power of our Common Stock, in lieu of a meeting of stockholders.

The purpose of the Information Statement is to inform the Company’s stockholders of the action taken by our Board on April 14, 2025 and by the holders of a majority of the issued and outstanding shares of our Common Stock by written consent delivered to the Company on April 22, 2025 (the “Stockholder Written Consent”), resolving to amend and restate the Company’s Amended and Restated Certificate of Incorporation (the “Current Certificate”) in the form attached to the Information Statement (the “Restated Certificate”). This consent was sufficient to approve the Restated Certificate under Delaware law and the Current Certificate. The attached Information Statement describes the Restated Certificate approved by Stockholder Written Consent, which will, among other things, (i) increase the Company’s authorized shares of Class A Common Stock to 4,000,000,000 shares from 1,000,000,000 shares and (ii) increase the Company’s authorized shares of Class B Common Stock to 1,000 shares from 100 shares. The change in authorized capital will become effective no earlier than twenty (20) calendar days after the filing and dissemination of the Information Statement.

NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THE INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

There are no stockholder dissenters’ or appraisal rights in connection with any of the matters discussed in the accompanying Information Statement. Please read this Information Statement carefully and entirely. It describes the terms of the actions taken by the stockholders. Although you will not have an opportunity to vote on the approval of the Restated Certificate, the Information Statement contains important information about the Restated Certificate.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THE INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Information Statement is dated May 12, 2025 and is first being mailed to our stockholders on or about May 12, 2025. The Information Statement can also be accessed on our proxy hosting website at www.proxyvote.com.

This information statement (this “Information Statement”) is being furnished by the Board of Directors (the “Board”) of Interactive Brokers Group, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), on or about May 12, 2025, to the holders of record of at the close of business on April 17, 2025 (the “Record Date”) of the outstanding shares of the Company’s Class A common stock, par value $0.01 per share (our “Class A Common Stock”) and shares of the Company’s Class B common stock, par value $0.01 per share (our “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). The purpose of this Information Statement is to inform the Company’s stockholders of an action by written consent of holders of a majority of the Common Stock (the “Stockholder Written Consent”). The Information Statement can also be accessed on our proxy hosting website at www.proxyvote.com.

The actions contemplated by the Stockholder Written Consent are being taken without notice, meetings or votes in accordance with the Delaware General Corporation Law (“DGCL”), the Company’s Amended and Restated Certificate of Incorporation (the “Current Certificate”) and its Bylaws. This Information Statement is being mailed to the stockholders of the Company as of the Record Date, April 17, 2025.

On April 14, 2025, the Board approved, and recommended to stockholders for approval, a Second Amended and Restated Certificate of Incorporation that will, among other things, (i) increase the Company’s authorized shares of Class A Common Stock to 4,000,000,000 shares from 1,000,000,000 shares and (ii) increase the Company’s authorized shares of Class B Common Stock to 1,000 shares from 100 shares (the “Restated Certificate”). The full text of the Restated Certificate is attached to this Information Statement as Appendix A.

On April 22, 2025, IBG Holdings LLC (“Holdings”), an entity controlled by Mr. Thomas Peterffy, our founder and Chairman, through his indirect ownership of the voting membership interests in Holdings, and the holder of all of our outstanding shares of Class B Common Stock, representing approximately 74.2%, of our Common Stock voting power (and thus a majority of voting power), executed and delivered to the Company the Stockholder Written Consent to approve the Restated Certificate. The Stockholder Written Consent was sufficient to approve the Restated Certificate under the DGCL and our Current Certificate.

We are not aware of any substantial interest, direct or indirect, by security holders or otherwise, that is in opposition to matters of action being taken. In addition, pursuant to the DGCL, this action to be taken by majority written consent in lieu of a special stockholder meeting does not create appraisal or dissenters’ rights.

The Board determined to pursue stockholder action by majority written consent of those shares entitled to vote as of April 17, 2025, to reduce the costs and management time required to hold a special meeting of stockholders and to implement the above action in a timely manner.

Under Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the action taken by written consent without a meeting of stockholders cannot become effective until twenty (20) calendar days after the mailing date of this Information Statement, or as soon thereafter as is practicable. We are not seeking written consent from any stockholders other than as set forth above and our other stockholders will not be given an opportunity to vote with respect to the actions taken. All necessary corporate approvals have been obtained, and this Information Statement is furnished solely for the purpose of advising stockholders of the actions taken by written consent and giving stockholders advance notice of the actions taken.

This Information Statement and other reports that we file with the SEC may contain “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside our control. These statements include statements other than historical information or statements of current condition and may relate to our future plans and objectives and results, among other things, as well as statements about the filing and effectiveness of the Restated Certificate. By identifying these statements for you in this manner, we are alerting you to the possibility that our actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements.

Important factors that could cause actual results to differ from those in the forward-looking statements include, among others, those discussed under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K, any risks listed in this Information Statement, as well as any cautionary language in this Information Statement. There may be other risks that we have not described that may adversely affect our business and financial condition. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this Information Statement.

As of the date of the Stockholder Written Consent, the Company had 108,942,324 issued and outstanding shares of Class A Common Stock and 100 issued and outstanding shares of Class B Common Stock. Each share of Class A Common Stock entitles the holder thereof to one vote on all matters submitted to stockholders.

Due to our “Up-C” corporate structure, Mr. Thomas Peterffy and his affiliates, management and other employees of IBG LLC (the “Holdings Members”) maintain their ownership in the Company through membership interests in Holdings (the “Holdings Interests”). In order to ensure that the Holdings Members are not disenfranchised and, therefore, are entitled to vote their economic interest in the Company, Holdings was granted shares of Class B Common Stock that are proportionate to their economic interests in the Company. The shares of the Class B Common Stock are, in turn, voted on behalf of the Holdings Members by Mr. Thomas Peterffy, who directly or indirectly owns all of the voting membership interests in Holdings.

The Holdings Members’ ownership of interests in Holdings is proportionate to their economic interests held through Holdings in IBG LLC, the holding company for our businesses. The shares of Class B Common Stock do not provide any voting power in excess of the Holdings Members’ economic interest in the Company. Rather, the shares of Class B Common Stock merely enable Mr. Thomas Peterffy to vote the Holding Members’ proportionate economic interest in the Company on their behalf and do not give disproportionate or supervoting rights to Holdings or its members by virtue of owning Class B Common Stock. The number of votes cast by the Class B Common Stock is the same number of votes as the Holdings Members would cast if their Holdings Interests were exchanged for shares of Class A Common Stock. Accordingly, the Class B Common Stock is voted on an ‘as-converted’ to Class A Common Stock basis and does not have superior voting power. Whereas some companies with a dual-class stock voting structure give certain stockholders supervoting stock that has multiple votes per share, we do not. On this basis, each share of the Class B Common Stock is entitled to 3,136,434 votes, which is equal to the number of membership interests in IBG LLC held on the record date divided by 100. Accordingly, Holdings, as the sole holder of the Class B Common Stock, holds approximately 74.2% of the voting power of the Company, which percentage will decrease proportionately over time to the extent that Holdings owns a smaller percentage of IBG LLC. Mr. Thomas Peterffy currently owns all of the voting membership interests in Holdings. Accordingly, Mr. Thomas Peterffy beneficially owns all of the outstanding shares of Class B Common Stock and is able to exercise control over all matters requiring the approval of our stockholders, including the approval of significant corporate transactions.

If at any time in the future Mr. Thomas Peterffy and his affiliates own less than a majority of the membership interests in Holdings, then at such time all membership interests in Holdings will become voting membership interests. Accordingly, all members of Holdings, instead of Mr. Thomas Peterffy alone, would together direct the voting of the shares of Class B Common Stock, and all such members would together exercise control over all matters requiring the approval of our stockholders. However, even if Mr. Thomas Peterffy and his affiliates cease to own a majority of the membership interest in Holdings, Mr. Thomas Peterffy could, depending on his level of percentage ownership, continue to effectively control or significantly influence matters requiring approval of stockholders.

On April 22, 2025, Holdings executed and delivered to the Board the Stockholder Written Consent, representing approximately 74.2%, of our Common Stock voting power (and thus a majority of voting power), approving the Restated Certificate, which, among other things, increases the amount of authorized Class A Common Stock and Class B Common Stock. Because the action was approved by stockholders owning a majority of our outstanding voting power, no proxies are being solicited with this Information Statement. No consideration was paid for the Stockholder Written Consent.

Section 228 of the DGCL provides in substance that unless a company’s certificate of incorporation provides otherwise, stockholders may take any action without a meeting of stockholders, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by stockholders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize and take such action at a meeting at which all shares entitled to vote thereon were present voted.

The Current Certificate provides that the authorized shares of any class or classes of capital stock of the Company may be increased by the affirmative vote of the holders of a majority of the Common Stock, voting together as a single class and that, except as otherwise required in the Current Certificate or the Company’s bylaws or by applicable law, the holders of shares of Common Stock shall vote together as a single class on all matters submitted to a vote of stockholders of the Company.

Under Delaware corporate law, stockholders have no appraisal or dissenters’ rights in connection with the Restated Charter.

None of the directors or executive officers of the Company have any substantial interest resulting from the Restated Charter that is not shared by all other stockholders, pro rata, and in accordance with their respective interests.

The entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our Common Stock held of record, as of the Record Date, by them.

Beneficial owners of Common Stock who share a single address will receive only one copy of this Information Statement. This practice, known as “householding,” reduces the volume of duplicative information stockholders receive and reduces printing and mailing costs. If any beneficial stockholder(s) sharing a single address wish to discontinue householding and receive a separate copy of this Information Statement, we will have a separate copy promptly delivered to them upon their written or oral request. To make the request, they may contact our Investor Relations Department at 2 Pickwick Plaza, Greenwich, Connecticut 06830, Attn: Investor Relations, telephone: 203-618-4070, e-mail: [email protected]. Beneficial owners may also contact our Investor Relations Department if they received multiple copies of the Information Statement and prefer to receive a single copy in the future.

Our Current Certificate authorizes 1,000,000,000 shares of Class A Common Stock, 100 shares of Class B Common Stock and 10,000 shares of preferred stock, par value $0.01 per share.

On April 22, 2025, the consenting stockholders approved the filing of an amendment and restatement of our Current Certificate (the “Restated Certificate”) to, among other things, (i) increase the authorized shares of Class A Common Stock to 4,000,000,000 shares from 1,000,000,000 shares and (ii) increase the authorized shares of Class B Common Stock to 1,000 shares from 100 shares. Such amendment was previously approved by the Board.

As of April 17, 2025, there were 108,942,324 shares of Class A Common Stock and 100 shares of Class B Common Stock issued and outstanding. On April 15, 2025 we announced our intention to effect a four-for-one forward stock split of our Class A Common Stock and Class B Common Stock in the form of a stock dividend (the “Stock Split”), with each record holder of Common Stock as of the close of market on Monday, June 16, 2025, receiving three additional shares of Common Stock, to be distributed after the close of market on Tuesday, June 17, 2025. The intended purpose of the Stock-Split is to make stock ownership more accessible to investors.

In order to accommodate the stock split, we must increase the number of authorized shares of Class B Common Stock. The increase in the Company’s authorized number of shares of Class B Common Stock to 1,000 shares from 100 shares is intended to provide adequate authorized shares to cover the Stock Split.

The increase in the Company’s authorized number of shares of Class A Common Stock to 4,000,000,000 shares from 1,000,000,000 shares is intended to provide adequate shares of Class A Common Stock to accommodate the Stock Split and for possible future issuances, including potential financings, business combinations, strategic collaborations or partnerships and other transactions that may arise, stock dividends and other corporate purposes. Additionally, our success depends in part on our continued ability to attract, retain, incentivize and motivate highly qualified management and key personnel. The availability of unissued and unreserved authorized shares of Common Stock to provide future equity incentive opportunities under our amended 2007 Stock Incentive Plan and future stock incentive plans could impact our ability to do this. The increase in the Company’s authorized number of shares of Class A Common Stock is intended to provide adequate authorized shares to cover equity incentive compensation needs for the foreseeable future.

Although, other than to accommodate the Stock-Split, the Company has no specific plans at this time for use of the additional shares of Class A Common Stock and Class B Common Stock, having additional authorized shares of Class A Common Stock available for issuance in the future would give the Company greater flexibility and would allow such shares to be issued on a timely basis if such need arises without the expense and delay of a stockholder consent or special stockholders’ meeting or waiting until the next annual meeting of stockholders.

While the authorization of additional shares of Common Stock is intended to accommodate the Stock Split to make our Class A Common Stock ownership more accessible to investors and to increase our financial flexibility, and the Stock Split will not have a dilutive effect on our existing stockholders, any sale and issuance of additional shares may result in the dilution of our existing stockholders. Upon the occurrence of the sale and issuance of all additional shares authorized by the Restated Certificate, our existing stockholders would be diluted substantially. If we choose to raise capital by incurring debt through an instrument convertible into Class A Common Stock, the number of shares of Class A Common Stock issuable upon such conversion would likely be contingent on a number of factors currently unknown to us, such as the market price of our Class A Common Stock and certain interest rates. Any dilution of our Class A Common Stock resulting from the Restated Certificate, whether immediate or over time, could cause the price per share of our Class A Common Stock to decline significantly, which could result in financial harm to our existing stockholders.

This proposal will not affect the par value of the Common Stock, which will remain at $0.01 per share.

Under Rule 14c-2 of the Exchange Act, the Certificate of Amendment shall be effective no earlier than twenty (20) calendar days after this Information Statement is first mailed to stockholders of the Company. We anticipate the effective date to be on or about June 2, 2025, upon the filing of the Restated Certificate with the Secretary of State of the State of Delaware. The Board reserves its right to elect not to proceed with and abandon the Restated Charter if it determines, in its sole discretion at any time, that the Restated Certificate is no longer in the best interests of our stockholders.

Holdings currently holds, through its ownership of all of the outstanding shares of our Class B Common Stock, approximately 74.2% of the combined voting power of the outstanding shares of Common Stock. While our Class B Common Stock is owned by Holdings, Mr. Thomas Peterffy, through his indirect ownership of the voting membership interests in Holdings, is able to exercise control over all matters requiring the approval of our stockholders, including the approval of significant corporate transactions.

The following table sets forth the beneficial ownership of common stock as of April 22, 2025, by each of our directors and named executive officers, by all our directors and named executive officers as a group, and of each beneficial owner, who is not our director or officer, of more than 5% of common stock as of April 22, 2025.

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security and if that person has the right to acquire such security within 60 days of April 22, 2025. Unless otherwise indicated below, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned. The following table is based on 108,942,324 shares of Class A Common Stock and 100 shares of Class B Common Stock outstanding as of April 22, 2025:

This Information Statement should be read in conjunction with certain reports that we previously filed with the SEC, including:

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants who file electronically with the SEC. Our SEC filings can also be found, free of charge, on the Investor Relations section of our website at www.interactivebrokers.com. The information available on our website, other than information specifically incorporated by reference into this Information Statement, is not incorporated by reference herein and does not form a part of this filing.

As a matter of regulatory compliance, we are sending you this Information Statement that describes the purpose and effect of the above action. Your consent to the above action is not required and is not being solicited in connection with this action. This Information Statement is intended to provide our stockholders with information required by the rules and regulations of the Exchange Act.