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): June 8, 2017
MarketAxess Holdings Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34091 | 52-2230784 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 299 Park Avenue New York, New York |
10171 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(212) 813-6000
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 8, 2017, MarketAxess Holdings Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”). A total of 34,755,013 shares of common stock were present or represented by proxy at the 2017 Annual Meeting, representing 93.70% of the issued and outstanding shares entitled to vote at the meeting. The proposals voted upon and the final results of the vote were as follows:
Proposal 1 — Election of Directors. The results were as follows:
| Director |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Richard M. McVey |
32,439,014 | 287,994 | 101,331 | 1,926,674 | ||||||||||||
| Steven L. Begleiter |
32,789,374 | 32,018 | 6,947 | 1,926,674 | ||||||||||||
| Stephen P. Casper |
32,565,744 | 255,613 | 6,982 | 1,926,674 | ||||||||||||
| Jane Chwick |
32,774,419 | 47,116 | 6,804 | 1,926,674 | ||||||||||||
| William F. Cruger |
32,780,972 | 40,066 | 7,301 | 1,926,674 | ||||||||||||
| David G. Gomach |
32,669,091 | 152,265 | 6,983 | 1,926,674 | ||||||||||||
| Carlos M. Hernandez |
32,601,636 | 219,720 | 6,983 | 1,926,674 | ||||||||||||
| Richard G. Ketchum |
32,784,096 | 37,260 | 6,983 | 1,926,674 | ||||||||||||
| John Steinhardt |
32,647,553 | 173,804 | 6,982 | 1,926,674 | ||||||||||||
| James J. Sullivan |
32,789,488 | 31,868 | 6,983 | 1,926,674 | ||||||||||||
Proposal 2 — Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017. The results were as follows:
| For |
Against |
Abstain | ||
| 34,373,716 |
190,159 |
191,138 |
Proposal 3 — Advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the SEC’s compensation disclosure rules (referred to as the “say-on-pay” proposal). The results were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 31,822,579 |
492,085 | 513,675 | 1,926,674 |
Proposal 4 — Advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers. The results are below. One year received the greatest number of votes. Based on these results, and consistent with the Board’s recommendation, the Board has determined that the Company will hold an advisory vote on executive compensation on an annual basis until the next stockholder advisory vote on the frequency of the advisory vote on executive compensation.
| One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes | ||||
| 28,989,987 |
3,152 |
3,830,285 |
4,915 |
1,926,674 |
For more information on the 2017 Annual Meeting and the foregoing proposals, see the Company’s proxy statement dated April 26, 2017.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MARKETAXESS HOLDINGS INC. | ||||||
| Date: June 9, 2017 |
By: | /s/ Scott Pintoff | ||||
| Name: | Scott Pintoff | |||||
| Title: | General Counsel and Secretary | |||||
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