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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
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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:
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Name of each exchange on which registered | ||
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, 2022, MarketAxess Holdings Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). A total of 34,088,100 shares of common stock were present or represented by proxy at the 2022 Annual Meeting, representing 91.01% 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 |
30,838,802 | 1,653,676 | 227,054 | 1,368,568 | ||||
| Nancy Altobello |
32,457,206 | 255,930 | 6,396 | 1,368,568 | ||||
| Steven L. Begleiter |
32,482,144 | 230,935 | 6,453 | 1,368,568 | ||||
| Stephen P. Casper |
29,062,869 | 3,650,243 | 6,420 | 1,368,568 | ||||
| Jane Chwick |
32,262,487 | 450,648 | 6,397 | 1,368,568 | ||||
| Christopher R. Concannon |
32,255,077 | 458,062 | 6,393 | 1,368,568 | ||||
| William F. Cruger |
31,362,294 | 1,341,922 | 15,316 | 1,368,568 | ||||
| Kourtney Gibson |
32,523,385 | 189,740 | 6,407 | 1,368,568 | ||||
| Justin G. Gmelich |
32,477,275 | 230,668 | 11,589 | 1,368,568 | ||||
| Richard G. Ketchum |
32,476,314 | 236,804 | 6,414 | 1,368,568 | ||||
| Xiaojia Charles Li |
31,997,618 | 710,747 | 11,167 | 1,368,568 | ||||
| Emily H. Portney |
32,581,457 | 131,680 | 6,395 | 1,368,568 | ||||
| Richard L. Prager |
30,621,717 | 2,091,416 | 6,399 | 1,368,568 |
Proposal 2 — Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. The results were as follows:
| For |
Against |
Abstain | ||
| 32,333,669 | 1,667,506 | 86,925 |
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 | |||
| 31,400,988 | 1,156,413 | 162,131 | 1,368,568 |
Proposal 4 — Approval of the Company’s 2022 Employee Stock Purchase Plan. The results were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 32,509,854 | 205,665 | 4,013 | 1,368,568 |
For more information on the 2022 Annual Meeting and the foregoing proposals, see the Company’s 2022 Proxy Statement.
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 10, 2022 | By: | /s/ Scott Pintoff | ||||||
| Name: | Scott Pintoff | |||||||
| Title: | General Counsel and Secretary | |||||||
