MARKETAXESS HOLDINGS INC (Form: 8-K/A, Received: 05/30/2024 16:26:52)

MARKETAXESS HOLDINGS INC.

Date: May 30, 2024

/s/ Scott Pintoff

Scott Pintoff

General Counsel & Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 21, 2024

MarketAxess Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-34091

52-2230784

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

55 Hudson Yards

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 813-6000

(Registrant’s telephone number, including area code)

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:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.003 per share

MKTX

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. ☐

Explanatory Note

On February 26, 2024, MarketAxess Holdings Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report the appointment of Ilene Fiszel Bieler as Chief Financial Officer of the Company, effective as of her start date, which was expected to be May 22, 2024. This Amendment No. 1 on Form 8-K/A is being filed to supplement the disclosure contained in Item 5.02 of the Original Form 8-K and include a copy of the Offer Letter Amendment referenced below. The Original Form 8-K otherwise remains unchanged.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 26, 2024, the Company filed the Original Form 8-K and announced that Ms. Fiszel Bieler was appointed to serve as Chief Financial Officer and had entered into, among other agreements, a letter agreement with the Company (the “Offer Letter”), which provided, among other things, that Ms. Fiszel Bieler would receive a $1.15 million cash make-whole award (the “Cash Make-Whole Award”) and a $2.7 million equity make-whole award (the “Equity Make-Whole Award” and, together with the Cash Make-Whole Award, the “Make-Whole Awards”).

On May 27, 2024, the Company and Ms. Fiszel Bieler entered into an amendment to the Offer Letter (the “Offer Letter Amendment”) which sets forth that, pursuant to the terms of the Offer Letter, and due to arrangements with Ms. Fiszel Bieler’s former employer, it is currently expected that the Make-Whole Awards will be reduced to zero and no payment or grants related to the Make-Whole Awards will be required to be made by the Company.

As a result, and in order to align Ms. Fiszel Bieler’s compensation with the interests of the Company’s stockholders, the Company determined to provide and the Offer Letter Amendment describes that she will receive a sign-on equity award with a grant date value of $750,000 (the “Sign-On Award”). The Sign-On Award will be granted on June 3, 2024 (the “Award Date”) and will be comprised of: (i) 50% restricted stock units that will vest in three substantially equal annual installments on each anniversary of the Award Date, subject to Ms. Fiszel Bieler’s continued service to the Company; and (ii) 50% performance stock units that will cliff-vest on the third anniversary of the Award Date, subject to Ms. Fiszel Bieler’s continued service to the Company through such date and with performance criteria materially similar to the performance criteria contained in the annual performance stock unit award agreement provided to other executive officers in February 2024, except that the performance period for Ms. Fiszel Bieler will be January 1, 2025 through December 31, 2026 with equally weighted calculation periods covering January 1, 2025 to December 31, 2025 and January 1, 2026 to December 31, 2026.

To the extent that the Cash Make-Whole Award or the Equity Make-Whole Award are required to be granted by the Company notwithstanding the parties’ current expectations, the Company shall have the option to reduce the Cash Make-Whole Award and/or Equity Make-Whole Award, as applicable, by $750,000.

The foregoing description of the Offer Letter Amendment is a summary only and is qualified in its entirety by the full text of the amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Sign-On Award is qualified in its entirety to the full text of the award agreements, which will be based on the Company’s Form of 2024 Restricted Stock Unit Agreement (Non-Deferred) for U.S.-based executive officers other than Richard M. McVey pursuant to the MarketAxess Holdings Inc. 2020 Equity Incentive Plan, which was attached as Exhibit 10.2 to the Original Form 8-K and is incorporated herein by reference and the Form of 2024 Performance Stock Unit Agreement for U.S.-based executive officers other than Richard M. McVey pursuant to the MarketAxess Holdings Inc. 2020 Equity Incentive Plan, which was filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and incorporated herein by reference.

Ms. Fiszel Bieler’s start date was May 23, 2024.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits:


10.1		Letter Agreement Amendment, dated as of May 27, 2024, by and between Ilene Fiszel Bieler and MarketAxess Holdings Inc. †

104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

†	Certain confidential information, identified by bracketed asterisks “[*****]” has been omitted from this exhibit pursuant to Item 601(b)(10) of Regulation S-K because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

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.

Exhibit 10.1

EXECUTION VERSION

CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”,

HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS

THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


		D +1 212-813-6000		55 Hudson Yards, 15th Floor
		F +1 212-813-6060		New York, NY 10001
		marketaxess.com		United States of America

May 27, 2024

Ilene Fiszel Bieler

[*****]

Dear Ms. Fiszel Bieler,

Reference is made to the letter agreement between you and MarketAxess Holdings Inc. (the “Company” and collectively with you, the “Parties”), providing the Company’s offer for you to join the Company as Chief Financial Officer, which was accepted on February 21, 2024 (the “Existing Offer Letter”). The Parties desire to amend the Original Offer Letter to reflect their current understanding that, pursuant to the terms of the Existing Offer Letter, the Cash Make-Whole Award and Equity Make-Whole Award will each be reduced to zero, and, as a result and in order to align your compensation with the interests of the Company’s stockholders, the Company wishes to grant you a sign on equity award pursuant to the terms and conditions outlined below. Capitalized terms used and not defined in this letter agreement amendment (the “Offer Letter Amendment”) have the respective meanings assigned to them in the Existing Offer Letter. Except as expressly provided in this Offer Letter Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties.

Representation and Warranty:

You represent and warrant to the Company that, pursuant to Sections 2.b. and 3.b. of the Existing Offer Letter, subject to the terms of your existing award agreements with your former employer, that the Cash Make-Whole Award and Equity Make-Whole Award are currently expected to be reduced to zero and that no payment or grants related to the Cash Make-Whole Award or the Equity Make-Whole Award will be required to be made by the Company.

Sign-On Equity Award:

On June 3, 2024 (the “Award Date”), subject to the conditions described herein, you will be granted a one-time equity award (the “Sign-On Award”) of the Company’s common stock with a grant date value of seven hundred and fifty thousand dollars ($750,000). The award shall be comprised of: (i) 50% restricted stock units that will vest in three substantially equal annual installments on each anniversary of the Award Date, subject to your continued service to the Company; and (ii) 50% performance stock units that will cliff-vest on the third anniversary of the Award Date, subject to your continued service to the Company through such date and with performance criteria materially similar to the performance criteria contained in the annual performance stock unit award agreement provided to other executive officers in February 2024, except that the performance period for shall be January 1, 2025 through December 31, 2026 with equally weighted calculation periods covering January 1, 2025 to December 31, 2025 and January 1, 2026 to December 31, 2026.

The actual number of shares underlying the Sign-On Award will be determined by the Company in its sole discretion in accordance with its equity granting practices.

The Sign-On Award will be governed by the terms and conditions of the Company’s 2020 Equity Incentive Plan (the “Equity Incentive Plan”), the Guidelines for Restricted Stock Units granted under the Equity Incentive Plan, and the form of Restricted Stock Unit Agreement or Performance Stock Unit Agreement, as applicable, and as determined by the Compensation Committee.

The Sign-On Award is subject to the approval of the Company’s Compensation Committee and the full execution of an award agreement(s) by you and the Company.

Please indicate your understanding and acceptance by executing the attached copy of this Offer Letter.

We are excited about the prospect of you joining the Company. We look forward to welcoming you to the team!

Yours truly,


MARKETAXESS HOLDINGS INC.

/s/ Julie Sheffet
Julie Sheffet
Chief Human Resources Officer

Accepted:	/s/ Ilene Fiszel Bieler	Date:	May 27, 2024
	Ilene Fiszel Bieler