--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-063224" form_type: "8-K" ticker: "ICE" cik: "0001571949" company_name: "Intercontinental Exchange, Inc." filed_at: "2023-05-22T23:59:59+00:00" generated_at: "2026-06-14T18:13:27.232921+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # ICE stockholders elect 10 directors, approve say-on-pay, reject special meeting proposal ## Summary - All 10 director nominees elected; Jeffrey C. Sprecher received 458M for, 17.9M against. - Advisory vote on executive compensation approved with 425M for (88.2% of votes cast). - Stockholders voted for annual frequency of future say-on-pay votes (469.8M for 1 year). - Ernst & Young LLP ratified as auditor for FY2023 with 476.5M for, 30.1M against. - Stockholder proposal on special stockholder meeting improvement failed: 17.4M for, 458M against. ## SEC filing metadata - accession: 0001104659-23-063224 - form_type: 8-K - ticker: ICE - cik: 0001571949 - company_name: Intercontinental Exchange, Inc. - filed_at: 2023-05-22T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1571949/000110465923063224/0001104659-23-063224-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1571949/000110465923063224/tm2316486d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-063224 - JSON: https://secwatch.observer/filing/0001104659-23-063224.json - Plain text: https://secwatch.observer/filing/0001104659-23-063224.txt ## Key facts - Shareholder Votes Intercontinental Exchange, Inc. shareholders approved Advisory Resolution on Executive Compensation at the 2023-05-19 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-19 source text: 2. Advisory Resolution on Executive Compensation : Our stockholders approved the proposal on executive compensation. As previously disclosed, our Board has determined to hold advisory votes on executive compensation annually. For Against Abstain Broker Non-Votes 425,215,196 50,882,604 1,576,949 29,036,746 evidence_url: https://www.sec.gov/Archives/edgar/data/1571949/000110465923063224/0001104659-23-063224-index.htm - Shareholder Votes Intercontinental Exchange, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-05-19 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-19 source text: 4. Ratification of Appointment of Independent Registered Public Accounting Firm : Our stockholders ratified the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. For Against Abstain 476,467,850 30,059,705 183,940 evidence_url: https://www.sec.gov/Archives/edgar/data/1571949/000110465923063224/0001104659-23-063224-index.htm - Shareholder Votes Intercontinental Exchange, Inc. shareholders approved Election of Directors at the 2023-05-19 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-19 source text: The results of the matters submitted to a stockholder vote at the Annual Meeting are as follows: 1. Election of Directors : Our stockholders elected the following ten directors to each serve a one-year term expiring on the date of the 2024 Annual Meeting of Stockholders or until his or her earlier resignation or successor has been duly elected and qualified: For Against Abstain Broker Non-Votes Sharon Y. Bowen 476,590,989 830,640 253,120 29,036,746 Shantella E. Cooper 473,198,623 4,233,211 242,915 29,036,746 Duriya M. Farooqui 475,562,971 1,855,013 256,765 29,036,746 Lord Hague of Richmond 471,966,892 5,417,935 289,922 29,036,746 Mark F. Mulhern 464,677,642 12,705,835 291,272 29,036,746 Thomas E. Noonan 470,993,235 6,381,570 299,944 29,036,746 Caroline L. Silver 467,411,960 9,993,167 269,622 29,036,746 Jeffrey C. Sprecher 458,203,659 17,927,130 1,543,960 29,036,746 Judith A. Sprieser 447,483,510 29,913,831 277,408 29,036,746 Martha A. Tirinnanzi 475,672,379 1,743,465 258,905 29,036,746 evidence_url: https://www.sec.gov/Archives/edgar/data/1571949/000110465923063224/0001104659-23-063224-index.htm - Shareholder Votes Intercontinental Exchange, Inc. shareholders approved Advisory Resolution on Frequency of Future Advisory Votes on Executive Compensation at the 2023-05-19 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-19 source text: 3. Advisory Resolution on Frequency of Future Advisory Votes on Executive Compensation : Our stockholders approved, on an advisory basis, that stockholders have an advisory vote on executive compensation on an annual basis. Our Board recommended voting for “annual” advisory votes on executive compensation. 1 Year 2 Years 3 Years Abstain 469,777,455 294,329 7,385,156 217,809 evidence_url: https://www.sec.gov/Archives/edgar/data/1571949/000110465923063224/0001104659-23-063224-index.htm - Shareholder Votes Intercontinental Exchange, Inc. shareholders rejected Advisory Vote on Stockholder Proposal Regarding Special Stockholder Meeting Improvement at the 2023-05-19 meeting. - Proposal: say on pay - Outcome: failed - Meeting: 2023-05-19 source text: 5 . Advisory Vote on Stockholder Proposal Regarding Special Stockholder Meeting Improvement : Our stockholders did not approve the stockholder proposal regarding special stockholder meeting improvement. For Against Abstain Broker Non-Votes 17,423,031 458,030,264 2,221,454 29,036,746 evidence_url: https://www.sec.gov/Archives/edgar/data/1571949/000110465923063224/0001104659-23-063224-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.