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Intercontinental Exchange, Inc. 8-K/A Report, Executive Changes (Mar 17, 2022)

Reports
Leadership Changes·Exhibits & Filings
Filing Date
Filed March 17, 2022
Period End
February 22, 2022
Security
ICE
In the record · 2016–202610-K1510-Q338-K137

ICE filed 15 annual reports (10-K), 33 quarterly reports (10-Q) and 137 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Aug ’18Aug ’18
  2. Leadership change8-K · May ’21May ’21
  3. Material agreement8-K · Aug ’26Aug ’26

01—Abstract

Summary

Summary of the 8-K/A filed March 17, 2022. Cited figures are marked; the original filing is the authoritative source.

Intercontinental Exchange, Inc. (ICE) has filed an amendment to its previous 8-K filing to provide further details regarding the retirement of its Chief Strategy Officer, David S.

Goone. The amendment clarifies the terms of his transition, which includes serving as an Advisor to the CEO until February 28, 2024, to ensure a smooth handover of responsibilities. During this period, Mr. Goone will receive a reduced annual salary of $20,000a and continue to vest in his existing equity awards, with the exception of those granted in February 2022.

Importantly, no severance payment will be provided to Mr. Goone. This filing outlines the continuation of Mr. Goone's advisory role, focusing on strategic, financial, market, and regulatory matters.

The agreement includes standard non-competition, non-solicitation, confidentiality, and non-disparagement clauses, along with a general release of claims. Investors should note that the terms of this separation agreement are designed to facilitate a structured transition while protecting ICE's interests, with Mr. Goone not being eligible for a 2022 bonus.

02—Key points

Key Highlights

  1. David S. Goone, Chief Strategy Officer, is retiring from his executive role.
  2. Mr. Goone will transition to an Advisor to the CEO role, effective March 16, 2022.
  3. The advisory role is expected to last until February 28, 2024, to ensure an orderly transition.
  4. Mr. Goone will receive a nominal annual salary of $20,000 during his advisory period.
  5. Existing equity awards will continue to vest, but equity awards granted in February 2022 are cancelled.
  6. No severance payment will be provided to Mr. Goone.
  7. The Separation Agreement includes standard non-competition, non-solicitation, and confidentiality provisions.

03—Questions

Frequently Asked Questions

  1. What is the primary purpose of this 8-K/A filing?

    This filing is an amendment to a previous 8-K report, providing updated and more detailed information about the retirement of David S. Goone, the former Chief Strategy Officer, and the terms of his transition agreement.

  2. What are the financial implications of Mr. Goone's transition for ICE?

    The financial impact appears minimal. Mr. Goone will receive a reduced salary of $20,000 annually and will continue to vest in his existing equity. No severance payment is being made, and he is ineligible for a 2022 bonus, which suggests a cost-effective transition for the company.

  3. What is Mr. Goone's role after his retirement as Chief Strategy Officer?

    Mr. Goone will serve as an Advisor to the CEO, providing advisory services on financial, strategic, market, and regulatory matters. This role is intended to facilitate an orderly transition of his duties and is expected to continue until February 28, 2024.

  4. Are there any specific equity provisions in Mr. Goone's separation agreement?

    Yes, Mr. Goone will continue to vest in his existing equity awards. However, any equity awards granted to him in February 2022 will be cancelled and forfeited.

04—Continue

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