8-K/ALeadership ChangesExhibits & Filings

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

Filed March 17, 2022For Securities:ICE

Summary

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 $20,000 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.

Key Highlights

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

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