Summary
Intercontinental Exchange, Inc. (ICE) filed an 8-K on January 22, 2016, to announce a significant amendment to its governing documents. The company's Board of Directors approved a further amendment and restatement of its Fifth Amended and Restated Bylaws to incorporate proxy access provisions. This change allows eligible stockholders to nominate directors for inclusion in the company's proxy materials, subject to specific ownership and holding period requirements. This move aligns ICE with evolving corporate governance practices and provides shareholders with a mechanism to participate more actively in the director nomination process. The new provisions, which will become effective upon SEC approval, permit a single stockholder or a group of up to twenty stockholders, holding at least 3% of outstanding common stock for a continuous three-year period, to nominate director candidates. These nominees can represent up to 20% of the board, but no fewer than two directors, provided all stipulated requirements are met. The advance notice provisions within the Bylaws have also been updated to accommodate these proxy access changes.
Key Highlights
- 1ICE's Board approved amendments to its Bylaws to implement proxy access.
- 2The proxy access provisions allow eligible stockholders to nominate director candidates for board inclusion.
- 3Eligibility requires ownership of at least 3% of outstanding common stock for a continuous three-year period.
- 4A single stockholder or a group of up to twenty stockholders can utilize proxy access.
- 5Nominees can constitute up to 20% of the Board, with a minimum of two directors.
- 6The amendments are subject to approval by the U.S. Securities and Exchange Commission (SEC).
- 7Advance notice provisions in the Bylaws have been updated to align with proxy access.