S-8 POS

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on May 13, 2022

Registration No. 333-192301

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2

FORM S-8

REGISTRATION STATEMENT NO. 333-192301

UNDER

THE SECURITIES ACT OF 1933

Intercontinental Exchange, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

46-2286804

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification No.)

5660 New Northside Drive

Atlanta, GA

30328

(Address of Principal Executive Offices)

(Zip code)

Intercontinental Exchange, Inc. 2013 Omnibus Non-Employee Director Incentive Plan

(Full title of the Plan)

Andrew J. Surdykowski, Esq.

General Counsel

Intercontinental Exchange, Inc.

5660 New Northside Drive

Atlanta, GA 30328

(770) 857-4700

(Name and Address of Agent For Service)

Please Send Copies of Communications to:

Catherine M. Clarkin, Esq.

Sullivan & Cromwell LLP

125 Broad Street, New York, New York 10004-2498

(212) 558-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Intercontinental Exchange, Inc., a Delaware corporation (the “Registrant”), hereby files this Post-Effective Amendment No. 2 to the Form S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on November 13, 2013 (File No. 333-192301) (the “2013 Registration Statement”), pursuant to which the Registrant, among other things, registered 250,000 (1,000,000 shares on an adjusted basis for the Registrant’s five-for-one stock split) of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), for issuance under the Intercontinental Exchange, Inc. 2013 Omnibus Non-Employee Director Incentive Plan (as amended from time to time, the “2013 Plan”).

On May 13, 2022 (the “Effective Date”), at the 2022 Annual Meeting of Stockholders of the Registrant, the Registrant’s stockholders approved the Intercontinental Exchange, Inc. 2022 Omnibus Non-Employee Director Incentive Plan (the “2022 Plan”), which the Registrant’s Board of Directors had previously approved, subject to such stockholder approval. In connection therewith, the 2022 Plan replaced the 2013 Plan and no further awards will be made under the 2013 Plan. The maximum number of shares of Common Stock reserved for issuance under the 2022 Plan includes shares available for issuance but not issued or subject to outstanding awards under the 2013 Plan as of the Effective Date (plus shares subject to awards under the 2013 Plan as of the Effective Date that subsequently terminate, expire unexercised or are forfeited, canceled or otherwise lapse for any reason). As of the Effective Date, 753,763 shares remain available for issuance under the 2013 Plan that were not subject to outstanding awards under the 2013 Plan. Therefore, in accordance with the undertakings contained in the 2013 Registration Statement, the Registrant hereby deregisters 753,763 shares that have not been and will not be issued under the 2013 Plan, but which will instead be available for issuance under the 2022 Plan (the “Unused Shares”).

As of the Effective Date, an aggregate of 37,988 shares remain subject to outstanding awards previously granted under the 2013 Plan. The 2013 Registration Statement will remain in effect to cover (i) the potential issuances of shares pursuant to terms of the outstanding awards under the 2013 Plan and (ii) the other equity compensation plans covered by the 2013 Registration Statement. If any shares subject to outstanding awards under the 2013 Plan subsequently become available for issuance under the 2022 Plan as a result of the forfeiture, cancellation or termination of such awards, the shares subject to such awards will become available for issuance under the 2022 Plan. No additional awards will be made under the 2013 Plan.

Concurrently with the filing of this Post-Effective Amendment No. 2 to the 2013 Registration Statement, the Registrant is filing a Registration Statement on Form S-8 with the Commission to register, among other shares, the Unused Shares authorized for issuance pursuant to the 2022 Plan.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on this Post-Effective Amendment No. 2 to Form S-8 and has duly caused this Post-Effective Amendment No. 2 on Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on May 13, 2022.


INTERCONTINENTAL EXCHANGE, INC.

By:		/s/ Jeffrey C. Sprecher
		Jeffrey C. Sprecher
		Chair and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey C. Sprecher and A. Warren Gardiner, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to do any and all things and to sign in his or her name, place and stead, in any and all capacities, this Registration Statement on Form S-8 and any and all amendments thereto (including post-effective amendments), and any other documents in connection therewith, and to file the same with the Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and things requisite and necessary to be done as fully for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Jeffrey C. Sprecher	Chair of the Board and Chief Executive Officer (principal executive officer)	May 13, 2022
Jeffrey C. Sprecher

/s/ A. Warren Gardiner	Chief Financial Officer (principal financial officer)	May 13, 2022
A. Warren Gardiner

/s/ James W. Namkung	Chief Accounting Officer and Corporate Controller (principal accounting officer)	May 13, 2022
James W. Namkung

/s/ Sharon Y. Bowen	Director	May 13, 2022
Sharon Y. Bowen

/s/ Shantella E. Cooper	Director	May 13, 2022
Shantella E. Cooper

/s/ Duriya M. Farooqui	Director	May 13, 2022
Duriya M. Farooqui

/s/ Lord Hague of Richmond	Director	May 13, 2022
The Rt. Hon. the Lord Hague of Richmond

/s/ Mark F. Mulhern	Director	May 13, 2022
Mark F. Mulhern

/s/ Thomas E. Noonan	Director	May 13, 2022
Thomas E. Noonan


Signature	Title	Date

/s/ Caroline L. Silver	Director	May 13, 2022
Caroline L. Silver

/s/ Judith A. Sprieser	Director	May 13, 2022
Judith A. Sprieser

/s/ Martha A. Tirinnanzi	Director	May 13, 2022
Martha A. Tirinnanzi