MarketAxess Holdings Inc. EGM 2026
Review the key takeaways and the transcript of this earnings call.
Transcript
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Good morning, ladies and gentlemen. I welcome you to the special meeting of stockholders of MarketAxess Holdings. This meeting is now called to order. I am Chris Concannon, Chief Executive Officer of MarketAxess. I will preside as chair of this meeting. We are conducting this meeting in accordance with our charter, bylaws, and the conduct of meeting guidelines for the special meeting of stockholders. The conduct of meeting guidelines, agenda, and proxy statement are available on the meeting website. I would like to introduce Scott Pintoff, General Counsel and Corporate Secretary of MarketAxess, who will serve as secretary of this special meeting and will now conduct the meeting as it relates to the proposals to be voted upon by the stockholders.
Thank you, Chris. All stockholders of record at the close of business on September 16, 2026, were given notice of the meeting and related proxy statement by United States mail on or about September 18, 2026, and I have an affidavit to that effect for inclusion in the record of this meeting. Tracy Oates of Broadridge Financial Solutions has been duly appointed as inspector of election for today's meeting. Ms. Oates duly executed the oath of inspector of election, which will be filed with the minutes of this meeting. The inspector of election has confirmed that proxies have been received by more than 80% of the total number of shares outstanding in MarketAxess common stock, which represents a majority of the shares of MarketAxess common stock entitled to vote at the special meeting. Therefore, there is a quorum for all action to be taken at the meeting.
The meeting is duly constituted, and we may now proceed with the business of the meeting. As a reminder, stockholders attending the virtual meeting can vote their shares online while the polls are open by logging into the meeting website as a stockholder and clicking the Vote Here button on their screen. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed, and no further action is required. The time is now 9:02 A.M. Eastern Time, and the polls are open. I will state each proposal to be considered and voted on by stockholders in order.
The first item on the agenda to be considered and voted on by stockholders is the proposal to adopt the agreement and plan of merger dated as of July 29, 2026, by and among MarketAxess Holdings Inc., Intercontinental Exchange Inc., and Igloo Merger Sub II, Inc., as described in the proxy statement, which we refer to as the Merger Agreement Proposal. Information concerning this proposal, including a copy of the merger agreement, is set forth in the proxy statement. The merger agreement and the transactions, including the merger, have been unanimously approved, declared advisable, and recommended by the board of directors. The board of directors unanimously recommends a vote for the Merger Agreement Proposal.
The second item on the agenda to be considered and voted on by the stockholders is the proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to MarketAxess' named executive officers that is based on or otherwise relates to the transactions, including the merger, as described in the proxy statement, which we refer to as the Merger-Related Compensation Proposal. Information concerning this proposal, including an estimate of the compensation that may become payable, is set forth in the proxy statement. The board of directors unanimously recommends a vote for the Merger-Related Compensation Proposal.
The third and final item on the agenda is the proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to ensure that any necessary supplement or amendment to the proxy statement is provided to stockholders a reasonable amount of time in advance of the special meeting or to solicit additional proxies in favor of the Merger Agreement Proposal if there are insufficient votes at the time of the special meeting to adopt such proposal, as described in the proxy statement, which we refer to as the Adjournment Proposal. The board of directors unanimously recommends a vote for the Adjournment Proposal. The polls are now closed. Based on the preliminary report of the inspector of election, the first and second proposals have been approved.
Because there were a sufficient number of votes to approve the Merger Agreement Proposal, the third proposal regarding adjournment is not necessary. All votes are subject to final count certified by the inspector of election. We will report the final vote results on a Form 8-K filed with the SEC within four business days from today's meeting.
Thank you for attending today's meeting. There being no further business to come before the meeting, the meeting is hereby adjourned.
This now concludes the meeting. Thank you for joining, and have a pleasant day.
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