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  4. [8-K] Tradeweb Markets Inc. Reports Material Event

Tradeweb (TW) investors approve charter changes, director elections and auditor

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

Rhea-AI Filing Summary

Tradeweb Markets Inc. held its 2026 Annual Meeting of Stockholders on May 19, 2026, where stockholders approved several corporate governance items and routine proposals. They elected three Class I directors to terms ending at the 2029 annual meeting and ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026.

Stockholders also approved an amendment to the Amended and Restated Certificate of Incorporation to limit the monetary liability of certain officers in limited circumstances and make technical clarifications, and approved adding a federal forum selection provision designating U.S. federal district courts as the exclusive forum for Securities Act of 1933 claims, to the fullest extent permitted by law. An advisory vote approved executive compensation. The company filed a Certificate of Amendment and then a Restated Certificate of Incorporation in Delaware, each effective upon filing.

Positive

  • None.

Negative

  • None.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for Ganeles 1,104,522,733 votes Election of Scott Ganeles as Class I director
Votes for Johnson 1,110,131,764 votes Election of Catherine Johnson as Class I director
Votes for Maguire 1,110,133,902 votes Election of Daniel Maguire as Class I director
Auditor ratification support 1,142,014,656 votes for Ratification of Deloitte & Touche LLP for FY ending Dec. 31, 2026
Say-on-pay support 1,124,762,301 votes for Advisory vote on executive compensation
Exculpation Amendment support 1,074,636,156 votes for Amendment limiting liability of certain officers
Federal Forum Amendment support 1,133,689,104 votes for Federal forum selection provision for Securities Act claims
Exculpation Amendment regulatory
"Make Certain Other Clarifying Changes (the “Exculpation Amendment”). The Company’s stockholders approved"
Federal Forum Selection Amendment regulatory
"Add a Federal Forum Selection Provision for Claims Arising Under the Securities Act of 1933, as Amended (the “Federal Forum Selection Amendment”)."
Restated Certificate of Incorporation regulatory
"filed a Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
advisory vote on executive compensation financial
"Proposal 3: Advisory Vote on Executive Compensation. The Company's stockholders approved, on an advisory basis"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
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.
Understanding 8-K Material Events →
0001758730--12-31false00017587302026-05-192026-05-19


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
______________________________________________________________________________
Tradeweb Markets Inc.
(Exact name of registrant as specified in charter)
______________________________________________________________________________
 
Delaware
001-38860
83-2456358
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
245 Park Avenue
New York, New York
10167
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (646) 430-6000
______________________________________________________________________________

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
Class A common stock, par value $0.00001 TW 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 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 19, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Tradeweb Markets Inc. (the “Company”), upon the recommendation of the Board of Directors of the Company, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to: (i) amend Article VIII of the Certificate of Incorporation to provide for the elimination of monetary liability of certain officers of the Company in certain limited circumstances, together with certain other technical, clarifying, and clean-up amendments to the Certificate of Incorporation; and (ii) add a federal forum selection provision to Section 12.2 of Article XII of the Certificate of Incorporation providing that, unless the Company, in writing, selects or consents to the selection of an alternative forum, the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, to the fullest extent permitted by law, shall be the federal district courts of the United States of America (together, the “Certificate Amendments”).
As a result, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on May 19, 2026 setting forth the Certificate Amendments (“the Certificate of Amendment”), which became effective upon filing. In addition, subsequently, also on May 19, 2026, the Company filed a Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware that restated and integrated, but did not further amend, the Company’s Amended and Restated Certificate of Incorporation and the Certificate Amendments into a single document. The Restated Certificate became effective upon filing.
The foregoing descriptions of the Certificate Amendments and the Restated Certificate do not purport to be complete and are qualified in their entirety by reference to (i) the descriptions of the Certificate Amendments set forth under the headings “Proposal 4: To Approve an Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to Limit the Liability of Certain Officers as Permitted by Delaware Law and Make Certain Other Clarifying Changes (the “Exculpation Amendment”)” and “Proposal 5: To Approve an Amendment to the Certificate of Incorporation to Add a Federal Forum Selection Provision for Claims Arising Under the Securities Act of 1933, as Amended (the “Federal Forum Selection Amendment”)” of the Company’s definitive proxy statement as filed with the U.S. Securities and Exchange Commission on March 26, 2026 (the “Proxy Statement”); and (ii) the full text of the Certificate of Amendment and the Restated Certificate, respectively, copies of which are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 19, 2026, at the Annual Meeting, stockholders voted on the matters disclosed in the Proxy Statement. The final voting results for the matters submitted to a vote of the stockholders were as follows:
Proposal 1: Election of Directors
The Company’s stockholders elected the persons listed below as Class I directors, each to serve for a three-year term expiring at the Company’s 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:
NomineeVotes ForVotes WithheldBroker Non-Votes
Scott Ganeles1,104,522,73335,153,0342,471,508
Catherine Johnson1,110,131,76429,544,0032,471,508
Daniel Maguire1,110,133,90229,541,8652,471,508
Proposal 2: Ratification of Appointment of Deloitte & Touche LLP Independent Registered Public Accounting Firm.
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
1,142,014,656130,3132,306—


Proposal 3: Advisory Vote on Executive Compensation.
The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
1,124,762,30114,904,3319,1352,471,508
Proposal 4: To Approve an Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to Limit the Liability of Certain Officers as Permitted by Delaware Law and Make Certain Other Clarifying Changes (the “Exculpation Amendment”).
The Company’s stockholders approved the Exculpation Amendment:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
1,074,636,15665,026,67712,9342,471,508
Proposal 5: To Approve an Amendment to the Certificate of Incorporation to Add a Federal Forum Selection Provision for Claims Arising Under the Securities Act of 1933, as Amended (the “Federal Forum Selection Amendment”).
The Company’s stockholders approved the Federal Forum Selection Amendment:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
1,133,689,1045,977,2969,3672,471,508
Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits:
Exhibit
Number
Exhibit Description
3.1*
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Tradeweb Markets Inc.
3.2*
Restated Certificate of Incorporation of Tradeweb Markets Inc. dated May 19, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
*    Filed herewith.


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.

TRADEWEB MARKETS INC.
Date: May 20, 2026
By:
/s/ Douglas Friedman
Name: Douglas Friedman
Title: Chief Legal Officer


Source: View Original Filing on SEC EDGAR

FAQ

What governance changes did Tradeweb (TW) stockholders approve at the 2026 annual meeting?

Tradeweb stockholders approved amendments to the Certificate of Incorporation that limit monetary liability for certain officers in limited circumstances and add a federal forum selection provision for Securities Act claims, along with technical clarifications, integrating these changes into a Restated Certificate of Incorporation effective upon filing.

Which directors were elected at Tradeweb (TW) 2026 Annual Meeting and for how long?

Stockholders elected Scott Ganeles, Catherine Johnson, and Daniel Maguire as Class I directors. Each will serve a three-year term expiring at Tradeweb’s 2029 Annual Meeting of Stockholders and continue until their respective successors are duly elected and qualified under the company’s governance framework.

Did Tradeweb (TW) stockholders approve the executive compensation proposal in 2026?

Yes, Tradeweb stockholders approved, on an advisory basis, the compensation of the company’s named executive officers. The advisory vote received 1,124,762,301 votes for, 14,904,331 votes against, 9,135 abstentions, and 2,471,508 broker non-votes at the 2026 Annual Meeting of Stockholders.

Which audit firm did Tradeweb (TW) stockholders ratify for fiscal year 2026?

Tradeweb stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,142,014,656 votes for, 130,313 votes against, and 2,306 abstentions recorded in the voting results disclosed to investors.

What is the new federal forum selection provision approved by Tradeweb (TW) stockholders?

The new provision designates U.S. federal district courts as the sole and exclusive forum for complaints asserting causes of action under the Securities Act of 1933, as amended, unless Tradeweb consents in writing to another forum, to the fullest extent permitted by applicable law and its charter.

What officer liability limitation did Tradeweb (TW) adopt in its charter amendment?

Tradeweb amended Article VIII of its Certificate of Incorporation to provide for the elimination of monetary liability of certain officers in certain limited circumstances, consistent with Delaware law, while also making related technical, clarifying, and clean-up amendments to the charter approved by stockholders at the 2026 meeting.

Filing Exhibits & Attachments

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