false 0001758730 0001758730 2022-05-10 2022-05-10





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2022



Tradeweb Markets Inc.

(Exact name of registrant as specified in charter)




Delaware   001-38860   83-2456358

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)


1177 Avenue of the Americas

New York, New York

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (646) 430-6000



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:


Title of each class





Name of each exchange

on which registered

Class A common stock, par value $0.00001   TW   Nasdaq Global Select Market

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 May 10, 2022, Tradeweb Markets Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders. At the 2022 Annual Meeting of Stockholders, stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 29, 2022 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of the stockholders were as follows:

Proposal 1:    Election of Directors.

The Company’s stockholders elected the persons listed below as Class III directors for a three-year term expiring at the Company’s 2025 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:




Votes For


Votes Withheld


Broker Non-Votes

Steven Berns

  1,278,839,294   19,735,972   1,592,072

William Hult

  1,273,577,153   24,998,113   1,592,072

Lee Olesky

  1,275,977,927   22,597,339   1,592,072

Proposal 2:    Ratification of Appointment of Deloitte & Touche LLP Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.


Votes For


Votes Against



1,300,147,093   17,115   3,130

Proposal 3:    Stockholder Proposal Relating to the Adoption of a Policy on Board Diversity

The Company’s stockholders did not approve the stockholder proposal relating to the adoption of a policy on board diversity.


Votes For


Votes Against




Broker Non-Votes

90,463,221   1,208,034,285   77,760    1,592,072


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.


Date: May 16, 2022     By:  

/s/ Douglas Friedman

    Name:   Douglas Friedman
    Title:   General Counsel