Summary
Intercontinental Exchange, Inc. (ICE) filed an 8-K on May 10, 2016, to report an amendment to its bylaws that implements proxy access. This change, approved by the SEC on May 6, 2016, allows eligible stockholders to nominate director candidates for inclusion in the company's proxy materials. Specifically, a stockholder or a group of up to twenty stockholders holding at least three percent of outstanding common stock continuously for three years can nominate director nominees representing up to 20% of the board, but no fewer than two, provided they meet specific requirements outlined in the bylaws. This amendment is significant for investors as it enhances shareholder rights and participation in corporate governance. The new bylaw provisions also include necessary adjustments to advance notice requirements to align with the new proxy access framework. The full text of the Sixth Amended and Restated Bylaws, effective May 6, 2016, is attached as an exhibit to this filing.
Key Highlights
- 1ICE's bylaws were amended and restated to implement proxy access, effective May 6, 2016.
- 2The amendment was approved by the U.S. Securities and Exchange Commission (SEC).
- 3Proxy access allows eligible stockholders to nominate director candidates for inclusion in company proxy materials.
- 4Eligible stockholders must own at least 3% of common stock continuously for at least three years.
- 5A stockholder or group of up to twenty stockholders can nominate director candidates.
- 6Nominees can constitute up to 20% of the board, but no less than two directors.
- 7The bylaws were also updated to modify advance notice provisions to accommodate proxy access.