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Intercontinental Exchange, Inc. — Proxy Solicitation & Information Statement 2019
Mar 28, 2019
29873_rns_2019-03-28_f1525ad6-3814-41fd-8e74-e79df1754ed1.zip
Proxy Solicitation & Information Statement
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DEFA14A 1 d633375ddefa14a.htm DEFA14A DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
INTERCONTINENTAL EXCHANGE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
☐ Fee paid previously with preliminary materials.
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
* Exercise Your Right to Vote ***
Important Notice Regarding the Annual Stockholder Meeting and the Availability of
Proxy Materials for the Annual Stockholder Meeting to Be Held on May 17, 2019.
| INTERCONTINENTAL EXCHANGE, INC. 5660 NEW NORTHSIDE DRIVE THIRD FLOOR ATLANTA, GA 30328 |
| ● |
| Meeting Information |
| --- |
| Meeting Type: Annual Meeting |
| For holders as of: March 19, 2019 |
| Date: May 17, 2019 Time: 8:30 a.m., local time |
| Location: St. Regis Atlanta |
| Eighty-Eight West Paces Ferry Road Atlanta, GA 30305 |
| You are receiving this communication because you hold shares in the
company named above. |
| This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see
reverse side). |
| See the
reverse side of this notice to obtain proxy materials and voting instructions. |
Before You Vote
How to Access the Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE: | |
|---|---|
| NOTICE OF ANNUAL MEETING AND PROXY STATEMENT | |
| ANNUAL REPORT WITH FORM 10-K | |
| How to View Online: | |
| Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com . | |
| How to Request and Receive a PAPER or E-MAIL Copy: | |
| If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge | |
| for requesting a copy. Please choose one of the following methods to make your request: | |
| 1) BY | |
| INTERNET : www.proxyvote.com | |
| 2) BY | |
| TELEPHONE : 1-800-579-1639 | |
| 3) BY E-MAIL* : [email protected] | |
| * If requesting materials by e-mail, please send a blank e-mail with the information that is printed | |
| in the box marked by the arrow (located on the following page) in the subject line. | |
| Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the | |
| request as instructed above on or before May 3, 2019 to facilitate timely delivery. | |
| How To Vote Please Choose One of the Following Voting Methods | |
| Vote By Internet: To vote now by Internet, go to www.proxyvote.com . Have the information that is printed in the box marked by | |
| the arrow (located on the following page) available and follow the instructions. | |
| ● | Vote By Mail: You can vote by |
| mail by requesting a paper copy of the materials, which will include a proxy card. | |
| Vote In Person: Many | |
| stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. | |
| At the meeting, you will need to request a ballot to vote these shares. |
Voting Items
The Board of Directors recommends you vote FOR Proposals 1, 2 and 3. 1. Election of Directors Nominees: To be elected for terms expiring in 2020: 1a. Hon. Sharon Y. Bowen 1b. Charles R. Crisp 1c. Duriya M. Farooqui 1d. Jean-Marc Forneri 1e. The Rt. Hon. the Lord Hague of Richmond 1f. Hon. Frederick W. Hatfield 1g. Thomas E. Noonan 1h. Frederic V. Salerno 1i. Jeffrey C. Sprecher 1j. Judith A. Sprieser 1k. Vincent Tese
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To approve, by non-binding vote, the advisory resolution on executive compensation for named executive officers.
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To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.
Note: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.