DEFA14A 1 d785608ddefa14a.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

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     Preliminary Proxy Statement ☐    Confidential, for Use of the Commission Only (as permitted by  Rule 14a-6(e)(2))
☐    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)

 

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*** 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 15, 2020.

 

 

 

INTERCONTINENTAL EXCHANGE, INC.

 
 

INTERCONTINENTAL EXCHANGE, INC.

5660 NEW NORTHSIDE DRIVE

THIRD FLOOR

ATLANTA, GA 30328

 
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Meeting Information*

 

Meeting Type:              Annual Meeting

For holders as of:         March 17, 2020
Date: May 15, 2020      Time: 8:30 a.m., local time 
Location:   St. Regis Atlanta

    Eighty-Eight West Paces Ferry Road

    Atlanta, GA 30305

 

 

*Depending on concerns about the coronavirus or COVID-19, there is a possibility that the annual meeting may be held solely by means of remote communication, instead of holding the meeting in Atlanta. If we take this step, we will publicly announce the decision around May 1, 2020 in a press release available at http://www.ir.theice.com. In that event, the 2020 Annual Stockholder Meeting would be conducted solely virtually, at the above date and time, via live audio webcast. You or your proxyholder could participate, vote and examine our stock list at the virtual annual meeting, but only if the meeting is not held in Atlanta.

 

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).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

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 LOGO  (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*:             sendmaterial@proxyvote.com    
   
        

*  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 LOGO  (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 1, 2020 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 LOGO (located on the following page) available and follow the instructions.

   
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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  

 

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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 2021:

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

 

 

 

 

 

 

 

  2.

To approve, by non-binding vote, the advisory resolution on executive compensation for named executive officers.

 

  3.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.

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.

 


 

 

 

 

 

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