DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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   Definitive Proxy Statement      

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INTERCONTINENTAL EXCHANGE, INC.

 

(Name of Registrant as Specified In Its Charter)

 

  

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Annual Stockholder Meeting and the Availability of

Proxy Materials for the Annual Stockholder Meeting to Be Held on May 19, 2017.

 

 

 

INTERCONTINENTAL EXCHANGE, INC.

 
 

INTERCONTINENTAL EXCHANGE, INC.

5660 NEW NORTHSIDE DRIVE

THIRD FLOOR

ATLANTA, GA 30328

 
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Meeting Information

 

Meeting Type:         Annual Meeting

For holders as of:    March 21, 2017
Date: May 19, 2017           Time: 8:30 a.m., local time 
Location:  St. Regis Atlanta

    Eighty-Eight West Paces Ferry Road

    Atlanta, GA 30305

 

 

You are receiving this communication because you hold shares in the company named above.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

 


—  Before You Vote  —

How to Access the Proxy Materials

 

     
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NOTICE OF ANNUAL MEETING AND PROXY STATEMENT                          ANNUAL REPORT WITH FORM 10-K

   
   
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  Voting Items  

 

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The Board of Directors recommends you vote FOR Proposals 1, 2, 4, 5, 6, 7 and 8, “1 Year” on Proposal 3 and AGAINST Proposal 9.

 

1.      Election of Directors

 

Nominees:

 

To be elected for terms expiring in 2018:

 

1a.    Ann M. Cairns

 

1b.    Charles R. Crisp

 

1c.    Duriya M. Farooqui

 

1d.    Jean-Marc Forneri

 

1e.    The Rt. Hon. the Lord Hague of Richmond

 

1f.    Fred W. Hatfield

 

1g.    Thomas E. Noonan

 

1h.    Frederic V. Salerno

 

1i.     Jeffrey C. Sprecher

 

1j.     Judith A. Sprieser

 

1k.    Vincent Tese

 

2.     To approve, by non-binding vote, the advisory resolution on executive compensation for named executive officers.

 

3.     To approve, by non-binding vote, the advisory resolution on the frequency of future advisory votes on executive compensation.

 

4.     To approve the Intercontinental Exchange, Inc. 2017 Omnibus Employee Incentive Plan.

 

 

 

 

  5. To approve an amendment to the Intercontinental Exchange, Inc. 2013 Omnibus Non-Employee Director Incentive Plan to add an aggregate annual compensation limit.

 

  6. To approve the adoption of our Fourth Amended and Restated Certificate of Incorporation to update and streamline references to our national securities exchange subsidiaries, their members, and the holding companies that control such exchanges, and delete references to certain other subsidiaries.

 

  7. To approve the adoption of our Fourth Amended and Restated Certificate of Incorporation to remove an obsolete proviso cross-referencing a section of our Bylaws that was deleted after the sale of the Euronext business in 2014.

 

  8. Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.

 

  9. Stockholder proposal regarding the preparation of a report assessing ESG market disclosure expectations.

Note: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

 


 

 

 

 

 

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