MARKETAXESS HOLDINGS INC false 0001278021 0001278021 2020-06-10 2020-06-10

 

 

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): June 10, 2020

 

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.)

55 Hudson Yards

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 813-6000

(Registrant’s telephone number, including area code)

Not applicable

(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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, par value $0.003 per share

 

MKTX

 

NASDAQ Global Select Market

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 10, 2020, MarketAxess Holdings Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). A total of 34,455,778 shares of common stock were present or represented by proxy at the 2020 Annual Meeting, representing 91.87% 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

   

32,288,257

     

718,848

     

144,803

     

1,303,870

 

Nancy Altobello

   

33,079,008

     

68,501

     

4,399

     

1,303,870

 

Steven L. Begleiter

   

32,653,438

     

493,614

     

4,856

     

1,303,870

 

Stephen P. Casper

   

31,992,123

     

1,155,241

     

4,544

     

1,303,870

 

Jane Chwick

   

32,798,658

     

348,907

     

4,343

     

1,303,870

 

Christopher R. Concannon

   

32,727,013

     

420,364

     

4,531

     

1,303,870

 

William F. Cruger

   

31,619,027

     

1,528,314

     

4,567

     

1,303,870

 

Justin G. Gmelich

   

33,090,877

     

56,479

     

4,552

     

1,303,870

 

Richard G. Ketchum

   

33,073,820

     

73,489

     

4,599

     

1,303,870

 

Emily H. Portney

   

33,080,310

     

67,275

     

4,323

     

1,303,870

 

Richard L. Prager

   

33,091,138

     

56,428

     

4,342

     

1,303,870

 

John Steinhardt

   

32,490,705

     

654,590

     

6,613

     

1,303,870

 

Proposal 2 — Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The results were as follows:

For

   

Against

   

Abstain

 
 

33,765,368

     

618,494

     

71,916

 

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

 
 

31,068,873

     

2,073,339

     

9,696

     

1,303,870

 

Proposal 4 — Approval of the adoption of the MarketAxess Holdings Inc. 2020 Equity Incentive Plan. The results were as follows:

For

   

Against

   

Abstain

   

Broker
Non-Votes

 
 

30,767,279

     

2,377,769

     

6,860

     

1,303,870

 

For more information on the 2020 Annual Meeting and the foregoing proposals, see the Company’s 2020 Proxy Statement.

2

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 12, 2020

 

 

By:

 

/s/ Scott Pintoff

 

 

 

 

Name:

 

Scott Pintoff

 

 

 

 

Title:

 

General Counsel and Secretary

 

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