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Intercontinental Exchange (NYSE: ICE) posts 2026 shareholder vote results and auditor ratification

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 15, 2026. Stockholders elected eleven directors to one-year terms, with each nominee receiving over 461 million votes in favor and substantial broker non-votes recorded.

Stockholders approved the advisory resolution on executive compensation with 444,677,152 votes for and 35,549,565 against. They also approved amendments to the Certificate of Incorporation to supplement voting and ownership limitations for regulatory compliance and ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026. A stockholder proposal requesting an independent board chairman did not receive stockholder approval.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares eligible to vote 566,430,761 shares Outstanding common stock as of March 19, 2026 record date
Say-on-pay support 444,677,152 votes for Advisory executive compensation resolution at 2026 annual meeting
Charter amendment approval 481,938,842 votes for Amendments on voting and ownership limits for regulatory compliance
Auditor ratification votes for 478,979,319 votes Ratification of Ernst & Young LLP for fiscal year 2026
Independent chair proposal votes for 114,294,843 votes Stockholder proposal regarding independent board chairman
Largest director support 481,716,256 votes for Election of director Daniel E. Pinto
Broker Non-Votes financial
"Broker Non-Votes 29,338,574"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory resolution on executive compensation financial
"Advisory Resolution on Executive Compensation Our stockholders approved the proposal"
Certificate of Incorporation regulatory
"amendments to the Company’s current Certificate of Incorporation to supplement voting"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
independent registered public accounting firm regulatory
"ratified the selection of Ernst & Young LLP as our independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
independent board chairman financial
"stockholder proposal regarding independent board chairman"
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FAQ

What did ICE stockholders vote on at the 2026 annual meeting?
ICE stockholders voted on director elections, executive compensation, amendments to the Certificate of Incorporation, ratification of Ernst & Young LLP as auditor, and a stockholder proposal for an independent board chairman, with most management-backed items receiving strong support.

Were Intercontinental Exchange (ICE) director nominees elected at the 2026 meeting?
All eleven ICE director nominees were elected to one-year terms. Each received more than 461 million votes in favor, with additional votes recorded as against, abstentions, and broker non-votes, confirming the full board slate for the term expiring at the 2027 meeting.

How did ICE stockholders vote on executive compensation in 2026?
ICE stockholders approved the advisory resolution on executive compensation. The vote totaled 444,677,152 shares for, 35,549,565 against, and 2,566,812 abstentions, with 29,338,574 broker non-votes, and the board has previously determined to hold this advisory vote annually.

Which auditing firm did ICE stockholders ratify for fiscal year 2026?
Stockholders ratified Ernst & Young LLP as ICE’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 478,979,319 votes for, 31,109,563 against, and 2,043,221 abstentions, confirming continued engagement of the same audit firm.

Did ICE stockholders approve an independent board chairman proposal in 2026?
Stockholders did not approve the proposal requesting an independent board chairman at ICE. The vote recorded 114,294,843 shares for, 365,598,810 against, 2,899,876 abstentions, and 29,338,574 broker non-votes, so the proposal failed to obtain majority support.

How many ICE shares were eligible to vote at the 2026 annual meeting?
There were 566,430,761 ICE common shares outstanding and eligible to vote as of the March 19, 2026 record date. These shares represented all outstanding voting securities entitled to participate in the May 15, 2026 Annual Meeting of Stockholders.
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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

 

 

 

Source: View Original Filing on SEC EDGAR

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