ICE DEF 14A DEF-14A Report March 31, 2025 | Alphaminr
Intercontinental Exchange, Inc.

ICE DEF 14A Report ended March 31, 2025

INTERCONTINENTAL EXCHANGE, INC.
10-Qs and 10-Ks
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Quarter ended March 31, 2025
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Fiscal year ended Dec. 31, 2024
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Quarter ended March 31, 2024
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Quarter ended March 31, 2014
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Fiscal year ended Dec. 31, 2013
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Quarter ended Sept. 30, 2013
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Quarter ended June 30, 2013
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Filed on March 31, 2025
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TABLE OF CONTENTS
INTRODUCTIONEXECUTIVE SUMMARYMatters to be Voted on at Our Annual MeetingprintRecord Date for Voting and Shares OutstandingprintCorporate Governance Developments and HighlightsprintFinancial and Business Performance HighlightsprintCompensation Developments and Highlightsprint2024 Say-on-Pay ResponsivenessprintCORPORATE GOVERNANCEPROPOSAL 1 ELECTION OF DIRECTORSBoard of DirectorsprintNominees for Election as Directors at the 2025 Annual MeetingprintVote RequiredprintDirectors RecommendationprintSTRUCTURE AND ROLE OF OUR BOARDMeetings and Committees of the Board of DirectorsprintIndependent Non-Employee DirectorsprintRequirements for DirectorsprintBoard Evaluations and Succession PlanningprintNomination of DirectorsprintBoard Leadership StructureprintBoard Oversight of StrategyprintBoard Oversight of RiskprintOur Sustainability Strategy and Board Oversight of SustainabilityprintBoard Oversight of Human Capital ManagementprintBoard of Directors Governance GuidelinesprintBoard EducationprintStockholder EngagementprintStockholder Recommendations for Director CandidatesprintGlobal Code of Business Conduct and Global Personal Trading PolicyprintCommunications with the Board of DirectorsprintPolitical ContributionsprintCOMPENSATION MATTERSPROPOSAL 2 ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATIONVote RequiredprintDirectors RecommendationprintCOMPENSATION DISCUSSION & ANALYSISIntroductionprintHighlights of our 2024 Performanceprint2024 Say-on-Pay Vote Result and Stockholder Engagementprint2024 Executive CompensationprintOther Compensation and BenefitsprintCompensation PracticesprintRole of Compensation ConsultantprintCompensation Peer GroupprintRisk Assessment with Respect to CompensationprintClawback PolicyprintTermination of Employment and Change of Control PaymentsprintStock Ownership Policy, Retention Recommendations and Anti-Hedging and Anti-Pledging PolicyprintEXECUTIVE COMPENSATION2024 Summary Compensation Tableprint2024 All Other Compensationprint2024 Grants of Plan-Based AwardsprintOutstanding Equity Awards at 2024 Fiscal Year-EndprintOption Exercises and Stock Vested During 2024print2024 Pension Benefitsprint2024 Nonqualified Defined Contribution and Other Deferred Compensation PlansprintEmployment Agreements and Other Factors Affecting 2024 Compensationprint2024 Potential Payments upon Termination or Change in ControlprintCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONNON-EMPLOYEE DIRECTOR COMPENSATION2024 Director Compensation TableprintCOMPENSATION COMMITTEE REPORTPAY RATIOPAY VERSUS PERFORMANCEAMENDMENTS TO OUR CURRENT CERTIFICATE OF INCORPORATIONPROPOSAL 3 APPROVAL OF THE ADOPTION OF AMENDMENTS TO OUR CURRENT CERTIFICATE OF INCORPORATION TO ADOPT VOTING LIMITATIONS for Regulatory ComplianceGeneralprintLimitations on Voting and Ownership (Article V) / Amendments (Article X)printReview and Approval by the SECprintVote RequiredprintDirectors RecommendationprintAUDIT MATTERSAUDIT COMMITTEE REPORTPROPOSAL 4 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025Vote RequiredprintDirector's RecommendationprintINFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICESAudit and Non-Audit FeesprintPolicy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting FirmprintADDITIONAL INFORMATIONSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSRelated Party Transactions Approval PolicyprintRelationships with Our StockholdersprintPrivate Aircraft ArrangementprintDELINQUENT SECTION 16(A) REPORTSINSTRUCTIONS FOR ATTENDING THE VIRTUAL ANNUAL MEETINGVOTING INSTRUCTIONS AND FREQUENTLY ASKED QUESTIONSINCORPORATION BY REFERENCESTOCKHOLDERS PROPOSALS FOR 2026 ANNUAL MEETINGDirector NominationsprintOTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETINGEXHIBIT A FORM OF SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTERCONTINENTAL EXCHANGE, INC. A-1EXHIBIT B CERTAIN DEFINITIONS RELATED TO OUR OWNERSHIP AND VOTING LIMITATIONS B-1