UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 20, 2023
INTERACTIVE BROKERS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-33440 | 30-0390693 |
(State or Other Jurisdiction | (Commission File Number) | (I.R.S. Employer Identification Number) |
One Pickwick Plaza, Greenwich, CT 06830
(Address of Principal Executive Offices) (Zip Code)
(203) 618-5800
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
□ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
□ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
□ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
□ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Title of each class | Trading Symbol | Name of the exchange on which registered |
Common Stock, par value $.01 per share | IBKR | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of Interactive Brokers Group, Inc. (the "Company") was held on April 20, 2023.
The stockholders voted on proposals to elect directors to the Company's Board of Directors (the "Board"); to ratify the appointment of Deloitte & Touche LLP as independent auditor; to hold an advisory vote on executive compensation; to hold an advisory vote to determent the frequency of future advisory votes on executive compensation; and to approve an amendment to the Company’s 2007 Stock Incentive Plan to increase the number of shares of Class A common stock authorized and reserved for issuance from 30 million to 40 million.
All nominees for election to the Board were elected for a one-year term expiring at the annual meeting of stockholders in the following year. Each director will hold office until his successor has been elected and qualified or until the director's earlier resignation or removal.
The number of votes cast for or against and the number of abstentions with respect to each proposal is set forth below. The Company's independent inspector of election reported the vote of the stockholders as follows:
Proposal No.1 - To elect nine directors to the Board of Directors to serve until the annual stockholders’ meeting in 2024, and until their respective successors have been elected and qualified.
Election of Directors (Percentages shown are of the votes cast) | ||||||||
Broker | ||||||||
For | Against | Abstain | Non-Vote | |||||
Thomas Peterffy | 359,821,340 | 38,395,602 | 36,258 | 13,256,256 | ||||
90.35% | 9.64% | 0.01% | ||||||
Earl H. Nemser | 357,194,229 | 41,020,113 | 38,858 | 13,256,256 | ||||
89.69% | 10.30% | 0.01% | ||||||
Milan Galik | 360,578,927 | 37,642,326 | 31,947 | 13,256,256 | ||||
90.54% | 9.45% | 0.01% | ||||||
Paul J. Brody | 371,693,868 | 25,962,314 | 597,018 | 13,256,256 | ||||
93.33% | 6.52% | 0.15% | ||||||
Lawrence E. Harris | 392,929,840 | 5,278,955 | 44,405 | 13,256,256 | ||||
98.66% | 1.33% | 0.01% | ||||||
Philip Uhde | 396,912,644 | 1,296,236 | 44,320 | 13,256,256 | ||||
99.66% | 0.33% | 0.01% | ||||||
William Peterffy | 371,448,200 | 26,772,363 | 32,637 | 13,256,256 | ||||
93.27% | 6.72% | 0.01% | ||||||
Nicole Yuen | 366,963,989 | 31,250,052 | 39,159 | 13,256,256 | ||||
92.14% | 7.85% | 0.01% | ||||||
Jill Bright | 377,756,674 | 20,457,291 | 39,235 | 13,256,256 | ||||
94.85% | 5.14% | 0.01% | ||||||
Proposal No.2 - To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
For | Against | Abstain | ||
409,007,788 | 2,461,733 | 39,935 |
Proposal No.3 - To hold an advisory vote on executive compensation.
Broker | ||||||
For | Against | Abstain | Non-Vote | |||
377,853,396 | 20,315,709 | 84,095 | 13,256,256 |
Proposal No.4 - To hold an advisory vote to determine the frequency of future advisory votes on executive compensation.
Broker | ||||||||
One Year | Two Years | Three Years | Abstain | Non-Vote | ||||
56,616,977 | 338,949,138 | 1,067,728 | 1,619,357 | 13,256,256 |
Proposal No. 5 - To approve an amendment to the Company’s 2007 Stock Incentive Plan to increase the number of shares of Class A common stock authorized and reserved for issuance thereunder from 30 million to 40 million.
Broker | ||||||
For | Against | Abstain | Non-Vote | |||
373,713,434 | 24,476,729 | 63,037 | 13,256,256 |
Item. 9.01 Financial Statements and Exhibits.
Exhibit No. |
| Description |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL Document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 26, 2023
INTERACTIVE BROKERS GROUP, INC. | ||
By: | /s/ Paul J. Brody | |
Name: | Paul J. Brody | |
Title: | Chief Financial Officer, Treasurer | |