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): December 7, 2020 (
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Director Appointment
Effective December 4, 2020, the Board of Directors (the “Board”) of Intercontinental Exchange, Inc. (“ICE”) increased the size of the Board from 12 to 14 directors pursuant to the provisions of ICE’s bylaws and appointed Shantella Cooper and Mark Mulhern as directors of ICE. Mr. Mulhern also serves as a director on the Board of Directors of Ellie Mae, Inc. (“Ellie Mae”), a subsidiary of ICE.
Ms. Cooper has served as the Executive Director of Atlanta Committee for Progress (ACP), a coalition of leading CEOs focused on critical issues for the City of Atlanta, since 2019. From 2016 to 2018, Ms. Cooper served as Chief Transformation Officer of WestRock Company, a paper and packaging solutions company. From 2011 to 2016, Ms. Cooper served as Vice President and General Manager of Lockheed Martin Aeronautics Company, an aerospace and defense contractor. Ms. Cooper currently serves on the Board of Directors of Atlantic Capital Bancshares, Inc. and Veritiv Corporation. In addition, she serves on the Board of Directors of Georgia Power Company, a subsidiary of Southern Company. Ms. Cooper earned a Bachelor of Arts degree in Biology and a Bachelor of Arts degree in Religion from Emory University and a Master of Business Administration from Emory University’s Goizueta Business School.
Mr. Mulhern has served as Executive Vice President and Chief Financial Officer of Highwoods Properties, Inc. (“Highwoods”), a publicly traded real estate investment trust, since September 2014. Mr. Mulhern previously served on Highwoods’ Board of Directors and Audit Committee from January 2012 through August 2014. Prior to joining Highwoods, Mr. Mulhern served as Executive Vice President and Chief Financial Officer of Exco Resources, Inc. (“Exco”). Prior to Exco, he served as Senior Vice President and Chief Financial Officer of Progress Energy, Inc. from 2008 until its merger with Duke Energy Corporation in 2012. Mr. Mulhern joined Progress Energy in 1996 as Vice President and Controller and served in a number of leadership roles. Mr. Mulhern currently serves on the Board of Directors of Barings BDC, Inc. Mr. Mulhern earned a Bachelor of Business Administration in Accounting from St. Bonaventure University and is a Certified Public Accountant.
The Nominating and Corporate Governance Committee and the Board of ICE have determined that Ms. Cooper and Mr. Mulhern each qualify as independent directors and meet the applicable independence requirements of ICE, the New York Stock Exchange and the Securities and Exchange Commission. Ms. Cooper and Mr. Mulhern are not parties to any transaction with ICE that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Ms. Cooper or Mr. Mulhern and any other persons pursuant to which either of them was selected as a director. As of the time of the filing of this Current Report on Form 8-K, the Board of ICE has not determined the committees, if any, to which Ms. Cooper or Mr. Mulhern may be appointed.
Ms. Cooper and Mr. Mulhern will participate in ICE’s non-employee director compensation arrangements, which provide for: (1) an annual cash retainer for Board service of $100,000 and (2) an annual grant of $185,000 in the form of ICE restricted stock units that vest one year from the date of grant with the number of units calculated at the time of grant by dividing the annual grant value by the closing price of ICE’s common stock on the date of grant. Mr. Mulhern will also participate in Ellie Mae’s non-employee director compensation arrangements, which provide for: (1) an annual cash retainer for service on the Board of Directors of Ellie Mae of $45,000; and (2) an annual cash retainer of $10,000 for service on the Risk Committee. In connection with their appointments to the Board, Ms. Cooper and Mr. Mulhern entered into the Agreement Relating to Noncompetition and Other Covenants with ICE, which all other non-employee directors of ICE are party to, which was previously disclosed in ICE’s Current Report on Form 8-K, filed on May 17, 2016.
If Ms. Cooper is appointed to serve on a committee of the Board of ICE, she will be entitled to additional cash compensation in connection with such committee service. If Mr. Mulhern is appointed to serve on a committee of the Board of ICE or an additional committee of the Board of Directors of Ellie Mae, he will be entitled to additional cash compensation in connection with such committee service. Ms. Cooper will also be reimbursed for reasonable out-of-pocket expenses incurred in connection with attending meetings of the Board of ICE. Mr. Mulhern will also be reimbursed for reasonable out-of-pocket expenses incurred in connection with attending meetings of the Board of ICE and the Board of Directors and Risk Committee of Ellie Mae.
Item 7.01 Regulation FD Disclosure
On December 7, 2020, ICE issued a press release announcing Ms. Cooper’s and Mr. Mulhern’s appointments to the Board. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished as part of this Current Report on Form 8-K:
| 99.1 | Press Release dated as of December 7, 2020. |
| 104 | The cover page from Intercontinental Exchange, Inc.’s Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| INTERCONTINENTAL EXCHANGE, INC. | |
| /s/ Andrew J. Surdykowski | |
| Andrew J. Surdykowski | |
| General Counsel |
Date: December 7, 2020
Exhibit 99.1
Intercontinental Exchange Elects Shantella Cooper and
Mark Mulhern to the ICE Board of Directors
ATLANTA and NEW YORK -- December 7, 2020 -- Intercontinental Exchange, Inc. (NYSE: ICE), a leading operator of global exchanges and clearing houses and provider of mortgage technology, data and listings services, announced today that its Board of Directors has elected Shantella (Shan) Cooper and Mark Mulhern as new Directors, effective December 4, 2020.
“On behalf of the Board, we are pleased to welcome Shan and Mark, both of whom are respected and strong leaders in their respective fields,” said Jeffrey C. Sprecher, ICE’s Founder, Chairman and Chief Executive Officer. “Shan and Mark will bring valuable insights and expertise critical to guiding long-term strategy and maintaining good governance, including extensive advisory expertise and an appreciation of our entrepreneurial culture. Shan’s leadership in developing businesses and transforming communities, and Mark’s deep background in finance and real estate are important additions as ICE continues to grow.”
Shan Cooper brings more than 25 years of experience in business operations and transformation, community affairs and economic development. She currently serves as the Executive Director of the Atlanta Committee for Progress, a coalition of CEOs that focuses on major issues facing the City of Atlanta. She previously held senior positions at WestRock Company and Lockheed Martin Aeronautics Company.
Mark Mulhern brings more than 30 years of financial leadership experience and has served, since 2014, as Executive Vice President and Chief Financial Officer of Highwoods Properties, Inc. a publicly traded real estate investment trust. Earlier in his career, he held senior leadership roles at Exco Resources and Progress Energy, Inc. and spent eight years at Price Waterhouse, now known as PwC. Mr. Mulhern also serves on the Board of Directors of Ellie Mae, Inc., an ICE subsidiary.
“It is clear that ICE’s mission of driving transformation, increasing transparency and focusing on customer needs remains central to the work it does,” said Ms. Cooper. “I look forward to working with Jeff, the ICE management team and my colleagues on the Board of Directors as we continue to focus on solving complex, global problems.”
Mr. Mulhern added, “I look forward to working with the Board and the leadership team at ICE to continue building on the Company’s two decades of growth. ICE’s ability to innovate and bring both efficiency and transparency to the networks they operate continues to revolutionize the way business is done.”
The elections of Ms. Cooper and Mr. Mulhern increase the ICE Board of Directors to 14 members, including five women and nine men.
About Intercontinental Exchange
Intercontinental Exchange (NYSE: ICE) is a Fortune 500 company and provider of marketplace infrastructure, data services and technology solutions to a broad range of customers including financial institutions, corporations and government entities. We operate regulated marketplaces, including the New York Stock Exchange, for the listing, trading and clearing of a broad array of derivatives contracts and financial securities across major asset classes. Our comprehensive data services offering supports the trading, investment, risk management and connectivity needs of customers around the world and across asset classes. As a leading technology provider for the U.S. residential mortgage industry, ICE Mortgage Technology provides the technology and infrastructure to transform and digitize U.S. residential mortgages, from application and loan origination through to final settlement.
Trademarks of ICE and/or its affiliates include Intercontinental Exchange, ICE, ICE block design, NYSE and New York Stock Exchange. Information regarding additional trademarks and intellectual property rights of Intercontinental Exchange, Inc. and/or its affiliates is located at http://www.intercontinentalexchange.com/terms-of-use. Key Information Documents for certain products covered by the EU Packaged Retail and Insurance-based Investment Products Regulation can be accessed on the relevant exchange website under the heading “Key Information Documents (KIDS).”
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 -- Statements in this press release regarding ICE's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ICE's Securities and Exchange Commission (SEC) filings, including, but not limited to, the risk factors in ICE's Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 6, 2020.
SOURCE: Intercontinental Exchange
ICE-CORP
ICE Media Contact:
Josh King
+1 212 656 2490
josh.king@theice.com
media@theice.com
ICE Investor Relations Contact:
Warren Gardiner
+1 770 835 0114
warren.gardiner@theice.com
investors@theice.com
Cover |
Dec. 04, 2020 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Dec. 04, 2020 |
| Entity File Number | 001-36198 |
| Entity Registrant Name | INTERCONTINENTAL EXCHANGE, INC. |
| Entity Central Index Key | 0001571949 |
| Entity Tax Identification Number | 46-2286804 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 5660 New Northside Drive |
| Entity Address, Address Line Two | Third Floor |
| Entity Address, City or Town | Atlanta |
| Entity Address, State or Province | GA |
| Entity Address, Postal Zip Code | 30328 |
| City Area Code | 770 |
| Local Phone Number | 857-4700 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.01 par value per share |
| Trading Symbol | ICE |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |