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
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
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| ☐ Preliminary Proxy Statement | ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ Definitive Proxy Statement |
| ☒ Definitive Additional Materials | |
| ☐ Soliciting Material Pursuant to §240.14a-12 | |
| INTERCONTINENTAL EXCHANGE, INC. |
| (Name of Registrant as Specified In Its Charter) |
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| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
| Payment of Filing Fee (Check the appropriate box): |
| ☒ | No fee required. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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*** Exercise YourRight 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 15, 2020.
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| | INTERCONTINENTAL EXCHANGE, INC. | | |
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| | 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 17, 2020 |
| Date:May 15, 2020 Time: 8:30 a.m., local time |
| Location: St. Regis Atlanta |
Eighty-Eight West Paces Ferry Road Atlanta, GA 30305 |
*Depending on concerns about the coronavirus or COVID-19, there is a possibility that the annual meeting may be held solely by means of remote communication, instead of holding the meeting in Atlanta. If we take this step, we will publicly announce the decision around May 1, 2020 in a press release available at http://www.ir.theice.com. In that event, the 2020 Annual Stockholder Meeting would be conducted solely virtually, at the above date and time, via live audio webcast. You or your proxyholder could participate, vote and examine our stock list at the virtual annual meeting, but only if the meeting is not held in Atlanta. |
You are receiving this communication because you hold shares in the company named above. |
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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 atwww.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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| | | | Proxy Materials Available to VIEW or RECEIVE: | | |
| | | | NOTICE OF ANNUAL MEETING AND PROXY STATEMENT ANNUAL REPORT WITH FORM10-K | | |
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| | | | How to View Online: | | | | |
| | | | Have the information that is printed in the box marked by the arrow (located on the following page) and visit:www.proxyvote.com. | | |
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| | | | How to Request and Receive a PAPER or E-MAIL Copy: | | |
| | | | If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | | |
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| | | | 1) BY INTERNET: www.proxyvote.com | | |
| | | | 2) BY TELEPHONE: 1-800-579-1639 | | |
| | | | 3)BYE-MAIL*: sendmaterial@proxyvote.com | | |
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| | | | * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. | | |
| | | | Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 1, 2020 to facilitate timely delivery. | | |
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| | | | — How To Vote — Please Choose One of the Following Voting Methods | | |
| | | | Vote By Internet: To vote now by Internet, go towww.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. | | |
| |  | | Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. | | |
| | Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. | | |
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| | The Board of Directors recommends you vote FOR Proposals 1, 2 and 3. 1. Election of Directors Nominees: To be elected for terms expiring in 2021: 1a. Hon. Sharon Y. Bowen 1b. Charles R. Crisp 1c. Duriya M. Farooqui 1d. Jean-Marc Forneri 1e. The Rt. Hon. the Lord Hague of Richmond 1f. Hon. Frederick W. Hatfield 1g. Thomas E. Noonan 1h. Frederic V. Salerno 1i. Jeffrey C. Sprecher 1j. Judith A. Sprieser 1k. Vincent Tese |
| | 2. | To approve, bynon-binding vote, the advisory resolution on executive compensation for named executive officers. |
| | 3. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. |
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.
