UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2024
(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 |
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. ☐
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 5, 2024, MarketAxess Holdings Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, upon the recommendation of the Company’s Board of Directors, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to provide for exculpation of certain corporate officers as permitted by the recent amendments to the Delaware General Corporation Law (the “DGCL”). The Amendment updates Article VII of the Certificate of Incorporation to limit the personal liability of certain officers for monetary damages for breaches of fiduciary duty as an officer, except to the extent such limitation on liability is not permitted under the DGCL. The Amendment became effective upon the Company’s filing of a certificate of amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware on June 6, 2024.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment filed as Exhibit 3.1 hereto, which is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 5, 2024, the Company held its 2024 Annual Meeting. A total of 34,574,215 shares of common stock were present or represented by proxy at the 2024 Annual Meeting, representing 91.9% of the issued and outstanding shares entitled to vote at the meeting. The proposals voted upon and the final results of the vote were as follows:
Proposal 1 — Election of Directors. The results were as follows:
| Director |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Richard M. McVey |
32,656,928 | 829,915 | 2,949 | 1,084,423 | ||||||||||||
| Christopher R. Concannon |
33,370,231 | 116,470 | 3,091 | 1,084,423 | ||||||||||||
| Nancy Altobello |
32,733,289 | 750,474 | 6,029 | 1,084,423 | ||||||||||||
| Steven L. Begleiter |
33,333,636 | 152,890 | 3,266 | 1,084,423 | ||||||||||||
| Stephen P. Casper |
31,659,605 | 1,820,288 | 9,899 | 1,084,423 | ||||||||||||
| Jane Chwick |
32,919,396 | 564,401 | 5,995 | 1,084,423 | ||||||||||||
| William F. Cruger |
32,796,655 | 686,122 | 7,015 | 1,084,423 | ||||||||||||
| Kourtney Gibson |
33,443,852 | 35,285 | 10,655 | 1,084,423 | ||||||||||||
| Carlos Hernandez |
33,476,519 | 10,138 | 3,135 | 1,084,423 | ||||||||||||
| Richard G. Ketchum |
33,445,019 | 41,526 | 3,247 | 1,084,423 | ||||||||||||
| Emily Portney |
33,451,173 | 35,514 | 3,105 | 1,084,423 | ||||||||||||
Proposal 2 — Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The results were as follows:
| For |
Against |
Abstain | ||
| 32,115,898 | 2,421,592 | 36,725 |
Proposal 3 — Advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the SEC’s compensation disclosure rules (referred to as the “say-on-pay” proposal). The results were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 31,373,447 | 1,635,479 | 480,866 | 1,084,423 |
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Proposal 4 — Approval of an Amendment to the Company’s Certificate of Incorporation to Limit the Liability of Certain of Our Officers as Permitted by Recent Amendments to the General Corporation Law of the State of Delaware. The results were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 29,225,548 | 4,133,544 | 130,700 | 1,084,423 |
Proposal 5 — The Company’s proposal to create a stockholder right to call a special stockholder meeting. The results were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 29,336,300 | 854,399 | 3,299,093 | 1,084,423 |
Proposal 6 —A stockholder proposal concerning special stockholder meetings. The results were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 16,003,781 | 17,481,803 | 4,208 | 1,084,423 |
For more information on the 2024 Annual Meeting and the foregoing proposals, see the Company’s 2024 Proxy Statement.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation. | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | |
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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.
| MARKETAXESS HOLDINGS INC. | ||||||
| Date: June 7, 2024 | By: | /s/ Scott Pintoff | ||||
| Name: | Scott Pintoff | |||||
| Title: | General Counsel and Corporate Secretary | |||||
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Exhibit 3.1
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
MARKETAXESS HOLDINGS INC.
MarketAxess Holdings Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on November 10, 2004 (the “Certificate of Incorporation”).
2. Article VII of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
LIMITATION OF PERSONAL LIABILITY
Except to the extent that the General Corporation Law prohibits the elimination or limitation of liability of directors or officers for breaches of fiduciary duty, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, as applicable, notwithstanding any provision of law imposing such liability. If the General Corporation Law is amended after approval by the stockholders of this ARTICLE VII to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment. For purposes of this Article VII, “officer” shall have the meaning provided in Section 102(b)(7) of the General Corporation Law as it presently exists or hereafter may be amended from time to time.
3. This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
4. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Christopher Concannon, its Chief Executive Officer, this 6th day of June, 2024.
| By: | /s/ Christopher Concannon | |
| Christopher Concannon | ||
| Chief Executive Officer |
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