{"schema_version":"secwatch.filing_event.v1","accession":"0001758730-26-000116","form_type":"8-K","ticker":"TW","cik":"0001758730","company_name":"Tradeweb Markets Inc.","filed_at":"2026-05-20T20:08:28+00:00","discovered_at":"2026-05-20T20:09:00.379189+00:00","generated_at":"2026-05-20T20:11:05.458147+00:00","sec_items":["3.03","5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.25,"confidence":"high","headline":"Tradeweb shareholders approve officer exculpation amendment and federal forum selection; re-elect three directors","bullets":["Shareholders approved amendment to limit monetary liability of certain officers under Delaware law.","Shareholders approved federal forum selection provision for Securities Act claims, mandating federal district courts.","Re-elected Scott Ganeles, Catherine Johnson, and Daniel Maguire as Class I directors for three-year terms.","Ratified Deloitte & Touche as independent auditor for FY2026; advisory vote on executive compensation passed."],"urls":{"canonical":"https://secwatch.observer/filing/0001758730-26-000116","json":"https://secwatch.observer/filing/0001758730-26-000116.json","markdown":"https://secwatch.observer/filing/0001758730-26-000116.md","text":"https://secwatch.observer/filing/0001758730-26-000116.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1758730/000175873026000116/0001758730-26-000116-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1758730/000175873026000116/tw-20260519.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-20T20:11:05.458147+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"654382d49c8db483cb038322c86159da186f477a","claim":"Tradeweb Markets Inc.: Stockholders approved amendments to the certificate of incorporation to eliminate monetary liability of certain officers and add a federal forum selection provision (effective 2026-05-19).","evidence_excerpt":"On May 19, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Tradeweb Markets Inc. (the “Company”), upon the recommendation of the Board of Directors of the Company, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to: (i) amend Article VIII of the Certificate of Incorporation to provide for the elimination of monetary liability of certain officers of the Company in certain limited circumstances, together with certain other technical, clarifying, and clean-up amendments to the Certificate of Incorporation; and (ii) add a federal forum selection provision to Section 12.2 of Article XII of the Certificate of Incorporation providing that, unless the Company, in writing, selects or consents to the selection of an alternative forum, the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, to the ful","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1758730/000175873026000116/0001758730-26-000116-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2026-05-19"}],"fact_type":"governance_change"},{"claim_id":"2cd4056495f2a5f25feadab20fee33641b795d7b","claim":"Tradeweb Markets Inc. shareholders approved Approve Amendment to Certificate of Incorporation to Add Federal Forum Selection Provision at the 2026-05-19 meeting.","evidence_excerpt":"Proposal 5: To Approve an Amendment to the Certificate of Incorporation to Add a Federal Forum Selection Provision for Claims Arising Under the Securities Act of 1933, as Amended (the “Federal Forum Selection Amendment”). The Company’s stockholders approved the Federal Forum Selection Amendment: Votes For Votes Against Abstentions Broker Non-Votes 1,133,689,104 5,977,296 9,367 2,471,508","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1758730/000175873026000116/0001758730-26-000116-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-19"}],"fact_type":"shareholder_vote"},{"claim_id":"6d6d3a9f7d1219831d387e5d1a355a876a26839d","claim":"Tradeweb Markets Inc. shareholders approved Ratification of Appointment of Deloitte & Touche LLP Independent Registered Public Accounting Firm at the 2026-05-19 meeting.","evidence_excerpt":"Proposal 2: Ratification of Appointment of Deloitte & Touche LLP Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026: Votes For Votes Against Abstentions Broker Non-Votes 1,142,014,656 130,313 2,306 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1758730/000175873026000116/0001758730-26-000116-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-19"}],"fact_type":"shareholder_vote"},{"claim_id":"7d54b8ea1ec2d76eaf70221d16fc14cb376f211f","claim":"Tradeweb Markets Inc. shareholders approved Election of Class I Directors at the 2026-05-19 meeting.","evidence_excerpt":"Proposal 1: Election of Directors The Company’s stockholders elected the persons listed below as Class I directors, each to serve for a three-year term expiring at the Company’s 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified: Nominee Votes For Votes Withheld Broker Non-Votes Scott Ganeles 1,104,522,733 35,153,034 2,471,508 Catherine Johnson 1,110,131,764 29,544,003 2,471,508 Daniel Maguire 1,110,133,902 29,541,865 2,471,508","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1758730/000175873026000116/0001758730-26-000116-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-19"}],"fact_type":"shareholder_vote"},{"claim_id":"95c6f8ca30be5d63bf2db4e27c91996f23ad0eb5","claim":"Tradeweb Markets Inc. shareholders approved Approve Amendment to Certificate of Incorporation to Limit Liability of Certain Officers (Exculpation Amendment) at the 2026-05-19 meeting.","evidence_excerpt":"Proposal 4: To Approve an Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to Limit the Liability of Certain Officers as Permitted by Delaware Law and Make Certain Other Clarifying Changes (the “Exculpation Amendment”). The Company’s stockholders approved the Exculpation Amendment: Votes For Votes Against Abstentions Broker Non-Votes 1,074,636,156 65,026,677 12,934 2,471,508","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1758730/000175873026000116/0001758730-26-000116-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-19"}],"fact_type":"shareholder_vote"},{"claim_id":"ac84ecd80e6da836ded8ad37d9fd2d9d204b8904","claim":"Tradeweb Markets Inc. shareholders approved Advisory Vote on Executive Compensation at the 2026-05-19 meeting.","evidence_excerpt":"Proposal 3: Advisory Vote on Executive Compensation. The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers: Votes For Votes Against Abstentions Broker Non-Votes 1,124,762,301 14,904,331 9,135 2,471,508","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1758730/000175873026000116/0001758730-26-000116-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-19"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}