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 19, 2017

 

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

 

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 Intercontinental Exchange, Inc. (the “Company”) was held on May 19, 2017. At the close of business on March 21, 2017, which was the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 593,453,729 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 eleven directors to each serve a one-year term expiring on the date of the 2018 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
Ann M. Cairns   499,435,052   828,964   281,543   29,758,260
Charles R. Crisp   491,041,844   9,185,635   318,080   29,758,260
Duriya M. Farooqui   499,332,218   895,079   318,262   29,758,260
Jean-Marc Forneri   491,055,496   9,170,644   319,419   29,758,260
Lord Hague of Richmond   498,123,085   2,093,156   329,318   29,758,260
Fred W. Hatfield   498,495,161   1,732,655   317,743   29,758,260
Thomas E. Noonan   499,557,003   670,349   318,207   29,758,260
Frederic V. Salerno   431,845,522   68,272,031   428,006   29,758,260
Jeffrey C. Sprecher   487,640,608   8,914,635   3,990,316   29,758,260
Judith A. Sprieser   491,324,339   8,939,333   281,887   29,758,260
Vincent Tese   370,175,636   129,940,554   429,369   29,758,260

 

2. Advisory Resolution on Executive Compensation: Our stockholders approved, on an advisory basis, the compensation of our named executive officers. As previously disclosed, our Board has determined to hold advisory votes on executive compensation annually.

 

For   Against   Abstain   Broker Non-Votes
483,968,505   16,036,255   540,799   29,758,260

 

 

 

 

3. Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation: Our stockholders approved , on an advisory basis, that stockholders have an advisory vote on executive compensation on an annual basis. Our Board recommended voting for “annual” advisory votes on executive compensation.

 

1 Year   2 Years   3 Years   Abstain
457,115,951   1,678,304   41,285,437   465,867

 

4. Approval of the 2017 Omnibus Employee Incentive Plan: Our stockholders approved the 2017 Omnibus Employee Incentive Plan.

 

For   Against   Abstain   Broker Non-Votes
483,222,427   17,154,495   168,637   29,758,260

 

5. Approval of the Amendment to the 2013 Omnibus Non-Employee Director Incentive Plan: Our stockholders approved the amendment to the 2013 Omnibus Non-Employee Director Incentive Plan.

 

For   Against   Abstain   Broker Non-Votes
444,564,650   55,818,332   162,577   29,758,260

 

6. Approval of the Adoption of Our Fourth Amended and Restated Certificate of Incorporation to Update and Streamline References to Our National Securities Exchange Subsidiaries, their Members, and the Holding Companies that Control Such Exchanges, and Delete References to Certain Other Subsidiaries: Our stockholders have approved the adoption of our Fourth Amended and Restated Certificate of Incorporation to update and streamline references to our national securities exchange subsidiaries, their members, and the holding companies that control such exchanges, and delete references to certain other subsidiaries.

 

For   Against   Abstain
528,720,514   485,374   1,097,931

 

7. Approval of the Adoption of Our Fourth Amended and Restated Certificate of Incorporation to Remove an Obsolete Proviso Cross-Referencing a Section of Our Bylaws that was Deleted After the Sale of the Euronext Business in 2014: Our stockholders have approved the adoption of our Fourth Amended and Restated Certificate of Incorporation to remove an obsolete proviso cross-referencing a section of our bylaws that was deleted after the sale of the Euronext business in 2014.

 

For   Against   Abstain
528,798,558   452,160   1,053,101

 

 

 

 

8. 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, 2017.

 

For   Against   Abstain
524,484,288   5,528,446   291,085

 

9. Advisory Vote on Stockholder Proposal Regarding the Preparation of a Report Assessing Environmental, Social and Governance (“ESG”) Market Disclosure Expectations: Our stockholders did not approve the stockholder proposal regarding the preparation of a report assessing ESG market disclosure expectations. Our Board recommended voting against the ESG stockholder proposal.

 

For   Against   Abstain   Broker Non-Votes
48,365,211   431,704,300   20,476,048   29,758,260

 

Item 8.01Other Events.

 

Effective as of May 19, 2017, the Board also approved changes to the membership of its committees, which are now composed as follows:

 

Audit Committee: Judith Sprieser (Chairperson), Charles Crisp, Duriya Farooqui and Vincent Tese

 

Nominating and Corporate Governance Committee: Fred Salerno (Chairperson), Jean-Marc Forneri, Fred Hatfield and Judith Sprieser

 

Compensation Committee: Vincent Tese (Chairperson), Charles Crisp, Lord Hague of Richmond and Fred Hatfield

 

Risk Committee: Thomas Noonan (Chairperson), Ann Cairns, Jean-Marc Forneri and Lord Hague of Richmond

 

 

 

 

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 22, 2017 By: /s/ Andrew J. Surdykowski
    Andrew J. Surdykowski
    Senior Vice President, Associate General Counsel