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): May 19, 2026 (May 15, 2026)

 

Intercontinental Exchange, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware	001-36198	46-2286804
(State or other jurisdiction of incorporation)	(Commission  File No.)	(I.R.S. Employer Identification Number)

 

5660 New Northside Drive, Third Floor, Atlanta, Georgia 30328

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (770) 857-4700

 

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, $0.01 par value per share		ICE		New York Stock Exchange
				NYSE Texas, Inc.

 

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 (see General Instruction A.2. below):

 

¨

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))

 

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.

 

(a) The Annual Meeting of Stockholders of the Company was held on May 15, 2026. At the close of business on March 19, 2026, which was the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 566,430,761 outstanding shares of common stock eligible to vote at the Annual Meeting, constituting all of the outstanding voting securities of the Company.

 

(b) The results of the matters submitted to a stockholder vote at the Annual Meeting are as follows:

 

1. Election of Directors: Our stockholders elected the following eleven directors to each serve a one-year term expiring on the date of the 2027 Annual Meeting of Stockholders or until his or her earlier resignation or successor has been duly elected and qualified:

 

		For			Against			Abstain			Broker Non-Votes
Sharon Y. Bowen		481,468,524			656,867			668,138			29,338,574
Shantella E. Cooper		463,852,695			18,270,336			670,498			29,338,574
Duriya M. Farooqui		480,235,507			1,883,107			674,915			29,338,574
Lord Hague of Richmond		471,516,979			10,593,747			682,803			29,338,574
Lord Hill of Oareford		480,897,586			1,210,538			685,405			29,338,574
Mark F. Mulhern		473,462,218			8,661,534			669,777			29,338,574
Thomas E. Noonan		468,093,872			14,021,263			678,394			29,338,574
Daniel E. Pinto		481,716,256			398,212			679,061			29,338,574
Caroline L. Silver		461,623,740			20,499,037			670,752			29,338,574
Jeffrey C. Sprecher		461,206,644			20,936,031			650,854			29,338,574
Martha A. Tirinnanzi		475,845,680			6,276,572			671,277			29,338,574

 

2. Advisory Resolution on Executive Compensation: Our stockholders approved the proposal on executive compensation. As previously disclosed, our Board has determined to hold advisory votes on executive compensation annually.

 

For		Against		Abstain		Broker Non-Votes
444,677,152		35,549,565		2,566,812		29,338,574

 

3. Approval of the Adoption of Amendments to the Company’s Current Certificate of Incorporation to Supplement Voting and Ownership Limitations for Regulatory Compliance: Our stockholders approved the adoption of amendments to the Company’s current Certificate of Incorporation to supplement voting and ownership limitations for regulatory compliance.

 

For		Against		Abstain		Broker Non-Votes
481,938,842		167,195		687,492		29,338,574

 

4. Ratification of Appointment of Independent Registered Public Accounting Firm: Our stockholders ratified the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

For		Against		Abstain
478,979,319		31,109,563		2,043,221

 

5. Advisory Vote on Stockholder Proposal Regarding Independent Board Chairman: Our stockholders did not approve the stockholder proposal regarding independent board chairman.

 

For		Against		Abstain		Broker Non-Votes
114,294,843		365,598,810		2,899,876		29,338,574

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

	INTERCONTINENTAL EXCHANGE, INC.
Date: May 19, 2026	By:	/s/ Andrew J. Surdykowski
		Andrew J. Surdykowski
		General Counsel