Intercontinental Exchange Announces Results from 2022 Annual Meeting of Stockholders

Rhea-AI Summary

Intercontinental Exchange (NYSE:ICE) announced the outcomes of its 2022 Annual Meeting of Stockholders held on May 13. All ten director nominees were elected for one-year terms. Stockholders approved executive compensation, the Omnibus Employee Incentive Plan, and amendments to the Certificate of Incorporation, including changes to voting provisions and ownership thresholds. Ernst & Young LLP was ratified as the independent accounting firm. A proposal to reduce the threshold for special meetings was rejected.

Positive

• All ten director nominees received overwhelming support.
• Executive compensation received majority approval.
• Amendments to voting provisions may enhance shareholder rights.
• Independent auditor Ernst & Young LLP was ratified.

Negative

• Proposal to lower special meeting ownership threshold to 10% was rejected.

ATLANTA & NEW YORK--(BUSINESS WIRE)-- Intercontinental Exchange, Inc. (NYSE:ICE), a leading global provider of data, technology, and market infrastructure, today announced the results of the Company’s 2022 Annual Meeting of Stockholders, which was held Friday, May 13. A replay of the meeting is available at www.ir.theice.com.

Each of the ten director nominees received a majority of the votes cast “for” their election. Each director was elected to a one-year term.

Stockholders approved an advisory executive compensation vote, with a majority of the votes cast “for” the proposal.

Stockholders approved the Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive Plan, with a majority of the votes cast “for” the proposal.

Stockholders approved the Intercontinental Exchange, Inc. 2022 Omnibus Non-Employee Director Incentive Plan, with a majority of the votes cast “for” the proposal.

Stockholders approved the adoption of amendments to our current Certificate of Incorporation to eliminate supermajority voting provisions, with at least 66 2/3 of the outstanding shares of ICE’s common stock entitled to vote thereon casting a vote “for” the proposal.

Stockholders approved the adoption of amendments to our current Certificate of Incorporation to lower the special meeting ownership threshold to 20%, with at least a majority of the outstanding shares of ICE’s common stock entitled to vote thereon casting a vote “for” the proposal.

Ernst & Young LLP was ratified as the Company’s independent registered public accounting firm for 2022, with a majority of the votes cast “for” the ratification of Ernst & Young LLP.

As recommended by ICE’s Board of Directors, stockholders did not approve a stockholder proposal regarding a special stockholder meeting improvement to lower the special meeting ownership threshold to 10%, with a majority of the votes cast “against” the proposal.

Broadridge Financial Solutions, Inc. served as the Inspector of Elections, which tabulated and verified the results of the stockholder vote.

About Intercontinental Exchange

Intercontinental Exchange, Inc. (NYSE: ICE) is a Fortune 500 company that designs, builds and operates digital networks to connect people to opportunity. We provide financial technology and data services across major asset classes that offer our customers access to mission-critical workflow tools that increase transparency and operational efficiencies. We operate exchanges, including the New York Stock Exchange, and clearing houses that help people invest, raise capital and manage risk across multiple asset classes. Our comprehensive fixed income data services and execution capabilities provide information, analytics and platforms that help our customers capitalize on opportunities and operate more efficiently. At ICE Mortgage Technology, we are transforming and digitizing the U.S. residential mortgage process, from consumer engagement through loan registration. Together, we transform, streamline and automate industries to connect our customers to opportunity.

Trademarks of ICE and/or its affiliates include Intercontinental Exchange, ICE, ICE block design, NYSE and New York Stock Exchange. Information regarding additional trademarks and intellectual property rights of Intercontinental Exchange, Inc. and/or its affiliates is located here. Key Information Documents for certain products covered by the EU Packaged Retail and Insurance-based Investment Products Regulation can be accessed on the relevant exchange website under the heading “Key Information Documents (KIDS).”

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 -- Statements in this press release regarding ICE's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ICE's Securities and Exchange Commission (SEC) filings, including, but not limited to, the risk factors in ICE's Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on February 3, 2022.

SOURCE: Intercontinental Exchange

ICE-CORP

View source version on businesswire.com: https://www.businesswire.com/news/home/20220516006045/en/

ICE Investor Relations Contact:

Mary Caroline O’Neal

+1 770 738 2151

marycaroline.oneal@ice.com

investors@ice.com

ICE Media Contact:

Josh King

+1 212 656 2490

josh.king@ice.com

media@ice.com

Source: Intercontinental Exchange

FAQ

What were the results of Intercontinental Exchange's 2022 Annual Meeting of Stockholders?

The meeting saw all ten director nominees elected for a one-year term, alongside approvals for executive compensation and incentive plans.

Who was ratified as the independent accounting firm for Intercontinental Exchange?

Ernst & Young LLP was ratified as the independent registered public accounting firm for 2022.

What was the outcome of the proposal to change the special meeting ownership threshold at ICE?

The proposal to reduce the special meeting ownership threshold to 10% was rejected by stockholders.

What amendments were approved to the Certificate of Incorporation during the meeting?

Amendments included eliminating supermajority voting provisions and lowering the special meeting ownership threshold to 20%.