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