MarketAxess shareholders approve directors, pay and auditor

MarketAxess Holdings Inc. reported the results of its 2026 Annual Meeting of Stockholders.

Rhea-AI Filing Summary

MarketAxess Holdings Inc. reported the results of its 2026 Annual Meeting of Stockholders. A total of 31,926,796 shares were present or represented by proxy, representing 90.75% of shares entitled to vote. Stockholders elected all 12 director nominees, each receiving over 29 million votes in favor.

They ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 30,900,982 votes for and 1,018,139 against. The advisory say-on-pay proposal passed, receiving 30,009,045 votes for and 677,528 against. A stockholder proposal to change the special stockholder meeting right did not pass, with 8,729,100 votes for and 21,935,501 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Shares represented: 31,926,796 shares Voting participation: 90.75% Auditor ratification for votes: 30,900,982 +5 more

8 metrics

Shares represented 31,926,796 shares Present or represented by proxy at 2026 Annual Meeting

Voting participation 90.75% Percent of issued and outstanding shares entitled to vote

Auditor ratification for votes 30,900,982 Votes for ratifying PricewaterhouseCoopers LLP for year ending December 31, 2026

Auditor ratification against votes 1,018,139 Votes against ratifying PricewaterhouseCoopers LLP

Say-on-pay for votes 30,009,045 Advisory vote approving executive compensation

Say-on-pay against votes 677,528 Advisory vote opposing executive compensation

Special meeting proposal for votes 8,729,100 Votes supporting changes to special stockholder meeting right

Special meeting proposal against votes 21,935,501 Votes opposing changes to special stockholder meeting right

Key Terms

broker non-votes, independent registered public accounting firm, say-on-pay, special stockholder meeting right, +1 more

5 terms

broker non-votes financial

"For, Against, Abstain, Broker Non-Votes 30,009,045 | 677,528 | 9,630 | 1,230,593"

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.

independent registered public accounting firm financial

"ratification of the selection of PricewaterhouseCoopers LLP as the Company’s 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.

say-on-pay financial

"advisory vote on the compensation of the Company’s named executive officers ... referred to as the “say-on-pay” proposal"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

special stockholder meeting right financial

"A stockholder proposal regarding changes to the existing special stockholder meeting right."

Nasdaq Global Select Market financial

"Common Stock, $0.003 par value | | MKTX | | Nasdaq Global Select Market"

A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was the shareholder turnout at MarketAxess (MKTX) 2026 Annual Meeting?

Shareholder participation was high, with 31,926,796 shares present or represented by proxy. This equaled 90.75% of the issued and outstanding common shares entitled to vote, indicating strong engagement in MarketAxess’ 2026 Annual Meeting decisions.

Were all MarketAxess (MKTX) director nominees elected at the 2026 Annual Meeting?

Yes, all 12 director nominees were elected. Each nominee received over 29 million votes in favor, with relatively low opposition and abstentions. Broker non-votes totaled 1,230,593 for each director, reflecting shares present but not voting on director elections.

Did MarketAxess (MKTX) shareholders approve the auditor for 2026?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026. The vote was 30,900,982 for, 1,018,139 against and 7,675 abstentions, showing strong support for retaining the auditor.

How did MarketAxess (MKTX) shareholders vote on say-on-pay in 2026?

Shareholders approved the advisory say-on-pay proposal on executive compensation. The vote was 30,009,045 for, 677,528 against and 9,630 abstentions, with 1,230,593 broker non-votes. This indicates broad shareholder support for the company’s named executive officer pay program.

What happened to the MarketAxess (MKTX) stockholder proposal on special meeting rights?

The stockholder proposal to change the existing special stockholder meeting right did not pass. It received 8,729,100 votes for, 21,935,501 against, 31,602 abstentions and 1,230,593 broker non-votes, indicating shareholders largely opposed altering the current special meeting framework.

Which exchange lists MarketAxess (MKTX) common stock and under what symbol?

MarketAxess common stock, with a par value of $0.003 per share, trades on the Nasdaq Global Select Market under the symbol MKTX. This listing information helps investors identify and trade the company’s shares on public markets.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/10/2026 - 04:15 PM EDT Learn about SEC filing dates

0001278021falseMARKETAXESS HOLDINGS INC00012780212026-06-102026-06-10

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 10, 2026

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 15th Floor
New York, New York				10001
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 813-6000

(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, $0.003 par value		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 5.07 Submission of Matters to a Vote of Security Holders.

On June 10, 2026, MarketAxess Holdings Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). A total of 31,926,796 shares of common stock were present or represented by proxy at the 2026 Annual Meeting, representing 90.75% 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
Carlos M. Hernandez	30,479,824	207,405	8,974	1,230,593
Christopher R. Concannon	30,479,238	204,344	12,621	1,230,593
Nancy Altobello	30,083,289	603,382	9,532	1,230,593
Steven L. Begleiter	30,576,039	114,228	5,936	1,230,593
Jane Chwick	30,223,297	463,327	9,579	1,230,593
Douglas Cifu	30,656,324	34,006	5,873	1,230,593
William F. Cruger	29,259,117	1,431,155	5,931	1,230,593
Kourtney Gibson	30,417,533	272,942	5,728	1,230,593
Roberto Hoornweg	30,586,360	100,803	9,040	1,230,593
Richard G. Ketchum	30,499,110	188,119	8,974	1,230,593
Emily Portney	30,540,160	147,145	8,898	1,230,593
Kenneth Schiciano	30,590,449	99,778	5,976	1,230,593

Proposal 2 — Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The results were as follows:

For	Against	Abstain
30,900,982	1,018,139	7,675

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
30,009,045	677,528	9,630	1,230,593

Proposal 4 — A stockholder proposal regarding changes to the existing special stockholder meeting right. The results were as follows:

For	Against	Abstain	Broker Non-Votes
8,729,100	21,935,501	31,602	1,230,593

For more information on the 2026 Annual Meeting and the foregoing proposals, see the Company’s 2026 Proxy Statement.

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 10, 2026	By:	/s/ Scott Pintoff
			Scott Pintoff General Counsel & Corporate Secretary

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