01—Abstract
Summary
Summary of the 8-K filed May 20, 2026. Cited figures are marked; the original filing is the authoritative source.
Tradeweb Markets Inc. (TW) filed this Form 8-K to report results from its 2026 Annual Meeting of Stockholders, held May 19, 2026, and to disclose amendments to its Amended and Restated Certificate of Incorporation.
Stockholders approved two charter amendments: an exculpation amendment eliminating monetary liability of certain officers in limited circumstances (with other technical and clean-up changes), and a federal forum selection provision designating the federal district courts of the United States as the exclusive forum for complaints arising under the Securities Act of 1933, unless the Company consents to an alternative forum. The Company filed a Certificate of Amendment and then a Restated Certificate of Incorporation with the Delaware Secretary of State on May 19, 2026, both effective upon filing. The Restated Certificate integrates the prior charter and the amendments without further substantive changes.
At the meeting, stockholders elected Class I directors Scott Ganeles, Catherine Johnson and Daniel Maguire to three-year terms expiring at the 2029 annual meeting, ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026, and approved, on an advisory basis, the compensation of named executive officers. Vote tallies for each proposal are disclosed in the filing. The Exculpation Amendment and Federal Forum Selection Amendment were both approved, though the Exculpation Amendment received a noticeably higher number of votes against than the Federal Forum Selection Amendment.
For investors, the filing is primarily governance-related and does not disclose financial results, new financing, or operational developments. The most material items are the charter changes affecting officer liability exculpation and securities-claim forum selection, along with the reaffirmed auditor appointment and director elections.
02—Key points
Key Highlights
- Stockholders approved amendments to the Certificate of Incorporation at the May 19, 2026 Annual Meeting, effective upon filing with the Delaware Secretary of State on May 19, 2026.
- Exculpation Amendment allows elimination of monetary liability for certain officers in limited circumstances, plus other technical and clarifying changes; approved with 1,074,636,156 votes for and 65,026,677 against.
- Federal Forum Selection Amendment designates the federal district courts of the United States as the exclusive forum for Securities Act of 1933 claims, unless the Company consents otherwise; approved with 1,133,689,104 votes for and 5,977,296 against.
- Class I directors Scott Ganeles, Catherine Johnson and Daniel Maguire were elected to terms expiring at the 2029 Annual Meeting.
- Deloitte & Touche LLP was ratified as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,142,014,656 votes for.
- Advisory say-on-pay vote approved named executive officer compensation with 1,124,762,301 votes for and 14,904,331 against.
- The Restated Certificate of Incorporation integrates the prior charter and the Certificate Amendments into one document without further substantive amendment.
03—Questions
Frequently Asked Questions
What charter amendments did stockholders approve?
Stockholders approved (i) an amendment to Article VIII to eliminate monetary liability of certain officers in certain limited circumstances, along with other technical and clean-up changes, and (ii) a federal forum selection provision in Section 12.2 of Article XII for Securities Act of 1933 claims.
Did the Company's directors get re-elected?
Yes. Scott Ganeles, Catherine Johnson and Daniel Maguire were elected as Class I directors. Ganeles received 1,104,522,733 votes for and 35,153,034 withheld; Johnson received 1,110,131,764 for and 29,544,003 withheld; Maguire received 1,110,133,902 for and 29,541,865 withheld.
Was the auditor appointment approved?
Yes. 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 and 130,313 against.
How did shareholders vote on executive compensation?
The advisory say-on-pay proposal passed with 1,124,762,301 votes for, 14,904,331 against, 9,135 abstentions and 2,471,508 broker non-votes.
Does this filing report financial results or new transactions?
No. The filing reports the outcome of the annual meeting votes and the related charter amendments and restatement. It does not disclose financial results, financing or other business transactions.
04—Continue