DEFA14A 1 d281273ddefa14a.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  

Check the appropriate box:

 

   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)

Payment of Filing Fee (Check the appropriate box):

 

No fee required.

 

Fee paid previously with preliminary materials.

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 


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Your Vote Counts!INTERCONTINENTAL EXCHANGE, INC.5660 NEW NORTHSIDE DRIVETHIRD FLOORATLANTA, GA 30328INTERCONTINENTAL EXCHANGE, INC.2022 Annual MeetingVote by May 12, 202211:59 PM ET D73086-P69090You invested in INTERCONTINENTAL EXCHANGE, INC. and it’s time to vote!You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding theavailability of proxy material for the stockholder meeting to be held on May 13, 2022. Get informed before you voteView the Notice of Annual Meeting and Proxy Statement and Annual Report With Form 10-K online OR you can receive a free paperor email copy of the material(s) by requesting prior to April 29, 2022. If you would like to request a copy of the material(s) forthis and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an emailto sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line.Unless requested, you will not otherwise receive a paper or email copy.Smartphone usersPoint your camera here andvote without entering acontrol numberVote Virtually at the Meeting*May 13, 20228:30 a.m., Eastern TimeVirtually at:www.virtualshareholdermeeting.com/ICE2022*Please check the meeting materials for any special requirements for meeting attendance. V1.1


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Vote at www.ProxyVote.comTHIS IS NOT A VOTABLE BALLOTThis is an overview of the proposals being presented at theupcoming stockholder meeting. Please follow the instructions onthe reverse side to vote these important matters. Voting ItemsBoardRecommends1. Election of DirectorsNominees:To be elected for terms expiring in 2023:1b. Shantella E. Cooper1c. Duriya M. Farooqui1a. Hon. Sharon Y. Bowen1d. The Rt. Hon. the Lord Hague of Richmond1e. Mark F. Mulhern1f. Thomas E. Noonan1g. Caroline L. Silver1h. Jeffrey C. Sprecher1i. Judith A. Sprieser1j. Martha A. Tirinnanzi2. To approve, by non-binding vote, the advisory resolution on executive compensation for named executive officers.3. To approve the Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive Plan.5. To approve the adoption of amendments to our current Certificate of Incorporation to eliminate supermajority votingprovisions.6. To approve the adoption of amendments to our current Certificate of Incorporation to lower the special meetingownership threshold to 20%.7. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal yearending December 31, 2022.8. A stockholder proposal regarding special stockholder meeting improvement, if properly presented at theAnnual Meeting.Note: In their discretion, the proxies are authorized to vote upon such other business as may properly come before theAnnual Meeting and any adjournments or postponements thereof. 4. To approve the Intercontinental Exchange, Inc. 2022 Omnibus Non-Employee Director Incentive Plan. ForForForForForForForForForForForForForForForForAgainstPrefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. D73087-P69090