Business Context and Reporting Period
This Form 8-K reports the results of the Annual Meeting of Stockholders for Intercontinental Exchange, Inc. held on May 15, 2026. The report was filed on May 19, 2026. As of the record date (March 19, 2026), there were 566,430,761 outstanding shares of common stock eligible to vote.
Key Financial Metrics
This filing is a current report regarding corporate governance and stockholder voting results. It does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes and Voting Results
The filing details the outcomes of five proposals submitted to stockholders:
- Election of Directors: All eleven nominees were elected to one-year terms. Notable vote counts included:
- Shantella E. Cooper: 463,852,695 For; 18,270,336 Against.
- Caroline L. Silver: 461,623,740 For; 20,499,037 Against.
- Jeffrey C. Sprecher: 461,206,644 For; 20,936,031 Against.
- Advisory Resolution on Executive Compensation: Approved by stockholders (444,677,152 For; 35,549,565 Against).
- Amendments to Certificate of Incorporation: Approved to supplement voting and ownership limitations for regulatory compliance (481,938,842 For; 167,195 Against).
- Ratification of Auditors: Ernst & Young LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026 (478,979,319 For; 31,109,563 Against).
- Stockholder Proposal on Independent Board Chairman: Not Approved. The proposal received 114,294,843 votes For and 365,598,810 votes Against.
Guidance, Outlook, and Risks
The filing text does not contain management commentary, financial guidance, outlook, or specific risk factors beyond the regulatory compliance amendments approved by stockholders.
Key Facts for Investor Verification
- Stockholders rejected the proposal to require an independent board chairman, with approximately 76% of votes cast against the measure.
- Significant "Against" votes were cast for directors Shantella E. Cooper, Caroline L. Silver, and Jeffrey C. Sprecher, exceeding 20 million votes each.
- Ernst & Young LLP remains the independent auditor for the 2026 fiscal year.
- The company amended its Certificate of Incorporation to address regulatory compliance regarding voting and ownership limitations.