Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 2011
MarketAxess Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware   001-34091   52-2230784
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
299 Park Avenue
New York, New York
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (212) 813-6000
(Former name or former address, if changed since last report.)
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.07 Submission of Matters to a Vote of Security Holders
On June 9, 2011, MarketAxess Holdings Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “2011 Annual Meeting”). A total of 31,701,764 shares of common stock were present or represented by proxy at the 2011 Annual Meeting, representing 90.70% 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:
                    Broker Non-  
Director   For     Withheld     Votes  
Richard M. McVey
    29,186,048       1,458,319       1,057,397  
Dr. Sharon Brown-Hruska
    30,576,048       68,319       1,057,397  
Roger Burkhardt
    30,575,992       68,375       1,057,397  
Stephen P. Casper
    29,753,633       890,734       1,057,397  
David G. Gomach
    30,575,992       68,375       1,057,397  
Carlos M. Hernandez
    19,831,665       10,812,702       1,057,397  
Ronald M. Hersch
    29,214,123       1,430,244       1,057,397  
Jerome S. Markowitz
    30,575,792       68,575       1,057,397  
T. Kelley Millet
    29,198,433       1,445,934       1,057,397  
Nicolas S. Rohatyn
    29,592,825       1,051,542       1,057,397  
John Steinhardt
    28,769,009       1,875,358       1,057,397  
Proposal 2 — Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011. The results were as follows:
For   Against   Abstain
  1,018,058   0
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
29,661,775   377,689   604,903   1,057,397
Proposal 4 — Advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers. One year was approved. Based on these results, and consistent with the Board’s recommendation, the Board has determined that the Company will hold an advisory vote on executive compensation on an annual basis until the next stockholder advisory vote on the frequency of the advisory vote on executive compensation.
One Year   Two Years   Three Years   Abstain
27,834,529   136   2,207,336   602,366
For more information on the 2011 Annual Meeting and the foregoing proposals, see the Company’s proxy statement dated April 27, 2011.




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.
Date: June 14, 2011  By:   /s/ Richard M. McVey    
    Name:   Richard M. McVey   
    Title:   Chief Executive Officer