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, 2014
INTERCONTINENTALEXCHANGE GROUP, 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) |
2100 RiverEdge Parkway, Suite 500, 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 registrants 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Stockholders of IntercontinentalExchange Group, Inc. was held on May 16, 2014.
(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 fourteen directors to each serve a one-year term expiring on the date of the 2015 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 | |
Charles R. Crisp | 89,844,784 | 2,075,864 | 237,879 | 8,607,134 |
Jean-Marc Forneri | 90,218,166 | 1,698,903 | 241,458 | 8,607,134 |
Fred W. Hatfield | 91,271,215 | 654,610 | 232,702 | 8,607,134 |
Sylvain Hefes | 91,415,356 | 507,002 | 236,169 | 8,607,134 |
Jan-Michiel Hessels | 91,400,286 | 521,866 | 236,375 | 8,607,134 |
Terrence F. Martell, Ph.D | 91,407,022 | 506,448 | 245,057 | 8,607,134 |
Sir Callum McCarthy | 90,916,895 | 1,005,957 | 235,675 | 8,607,134 |
James J. McNulty | 91,432,944 | 490,183 | 235,400 | 8,607,134 |
Sir Robert Reid | 89,651,298 | 2,271,138 | 236,091 | 8,607,134 |
Frederic V. Salerno | 83,388,915 | 8,536,520 | 233,092 | 8,607,134 |
Robert G. Scott | 91,383,362 | 542,283 | 232,882 | 8,607,134 |
Jeffrey C. Sprecher | 88,644,510 | 3,046,174 | 467,843 | 8,607,134 |
Judith A. Sprieser | 84,412,528 | 7,505,507 | 240,492 | 8,607,134 |
Vincent Tese | 80,453,620 | 11,483,434 | 221,473 | 8,607,134 |
2. Advisory Resolution on Executive Compensation: Our stockholders approved the proposal on executive compensation. As previously disclosed, our Board of Directors has determined to hold advisory votes on executive compensation annually.
For | Against | Abstain | Broker Non-Votes |
82,675,061 | 9,144,221 | 339,245 | 8,607,134 |
3. 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, 2014.
For | Against | Abstain |
99,310,102 | 1,245,256 | 210,303 |
4. Approval of the amendment to our Amended and Restated Certificate of Incorporation: Our stockholders approved the amendment to our Amended and Restated Certificate of Incorporation to change our name from “IntercontinentalExchange Group, Inc.” to “Intercontinental Exchange, Inc.”
For 100,453,019 |
Against 98,796 |
Abstain 213,846 |
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.
INTERCONTINENTALEXCHANGE GROUP, INC. | ||
Date: May 19, 2014 | By: |
/s/ Andrew J. Surdykowski |
Andrew J. Surdykowski | ||
Senior Vice President, Associate General Counsel |