Intercontinental Exchange, Inc.
SEC Document
SEC Filing
0001571949 false 0001571949 2023-05-19 2023-05-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares











Date of Report (Date of earliest event reported): May 22, 2023 (May 19, 2023)


Intercontinental Exchange, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware 001-36198 46-2286804
(State or other jurisdiction of
File No.)
(I.R.S. Employer Identification


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


Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share ICE New York Stock Exchange


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 the Company was held on May 19, 2023. At the close of business on March 21, 2023, which was the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 559,704,868 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 ten directors to each serve a one-year term expiring on the date of the 2024 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
Sharon Y. Bowen  476,590,989  830,640  253,120  29,036,746
Shantella E. Cooper  473,198,623  4,233,211  242,915  29,036,746
Duriya M. Farooqui  475,562,971  1,855,013  256,765  29,036,746
Lord Hague of Richmond  471,966,892  5,417,935  289,922  29,036,746
Mark F. Mulhern  464,677,642  12,705,835  291,272  29,036,746
Thomas E. Noonan  470,993,235  6,381,570  299,944  29,036,746
Caroline L. Silver  467,411,960  9,993,167  269,622  29,036,746
Jeffrey C. Sprecher  458,203,659  17,927,130  1,543,960  29,036,746
Judith A. Sprieser  447,483,510  29,913,831  277,408  29,036,746
Martha A. Tirinnanzi  475,672,379  1,743,465  258,905  29,036,746


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


For  Against  Abstain  Broker Non-Votes
425,215,196  50,882,604  1,576,949  29,036,746


3. Advisory Resolution 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
469,777,455  294,329  7,385,156  217,809





4. 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, 2023.


For  Against  Abstain
476,467,850  30,059,705  183,940


5. Advisory Vote on Stockholder Proposal Regarding Special Stockholder Meeting Improvement: Our stockholders did not approve the stockholder proposal regarding special stockholder meeting improvement.


For  Against  Abstain  Broker Non-Votes
17,423,031  458,030,264  2,221,454  29,036,746







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.


Date: May 22, 2023 By: /s/ Andrew J. Surdykowski
    Andrew J. Surdykowski
    General Counsel