MKTX 10-K Annual Report Dec. 31, 2019 | Alphaminr
MARKETAXESS HOLDINGS INC
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MKTX 10-K Fiscal year ended Dec. 31, 2019

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MARKETAXESS HOLDINGS INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Unit Purchase Agreement, dated as of August 12, 2019, by and among MarketAxess Holdings Inc., LiquidityEdge LLC, each of the Sellers identified therein, RF7 LLC (as the Sellers Representative) and David Rutter (solely for purposes of Section 6.7 thereof) (incorporated by reference to Exhibit 2.1 to the registrants Quarterly Report on Form 10-Q dated October 25, 2019) 2.1(a)* Amendment No. 1 to Unit Purchase Agreement, dated as of November 1, 2019, by and between MarketAxess Holdings Inc. and RF7 LLC (as the Sellers Representative) 3.1(b) Form of Certificate of Designation of Series A Preferred Stock of MarketAxess Holdings Inc. (incorporated by reference to Exhibit 3.1 to the registrants Registration Statement on Form 8-A dated June 3, 2008) 3.2(b) Amendment No. 1 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the registrants Current Report on Form 8-K dated January 25, 2013) 4.3* Description of registrants securities 10.1(a) MarketAxess Holdings Inc. 2012 Incentive Plan as Amended and Restated Effective June 7, 2016 (incorporated by reference to Appendix A to the registrants Proxy Statement for its Annual Meeting for Stockholders held on June 7, 2016, filed on April 25, 2016)# 10.1(b) Amendment Number One to the MarketAxess Holdings Inc. 2012 Incentive Plan as Amended and Restated Effective June 7, 2016 (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K dated April 21, 2017)# 10.1(c) Amendment to the MarketAxess Holdings Inc. 2012 Incentive Plan (Amended and Restated Effective June 7, 2016), as amended (incorporated by reference to Appendix A to the registrants Proxy Statement for its Annual Meeting of Stockholders held on June 7, 2018, filed April 25, 2018)# 10.3 MarketAxess Holdings Inc. 2016 Code Section 162(m) Executive Performance Incentive Plan (incorporated by reference to Appendix B to the registrants Proxy Statement for its Annual Meeting for Stockholders held on June 7, 2016, filed on April 25, 2016)# 10.4 Form of Indemnification Agreement for Directors (incorporated by reference to Exhibit 10.2 to the registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2017)# 10.5 Form of Restricted Stock Agreement for Employees other than Richard M. McVey pursuant to the MarketAxess Holdings Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrants Current Report on Form 8-K dated January 15, 2008)# 10.6(a) Form of Restricted Stock Unit Agreement for executive officers other than Richard M. McVey pursuant to the MarketAxess Holdings Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.2 to the registrants Current Report on Form 8-K dated January 22, 2016)# 10.6(b) Form of Restricted Stock Unit Agreement (annual vesting) for Christopher R. Concannon pursuant to the MarketAxess Holdings Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.4 to the registrants Current Report on Form 8-K dated January4, 2019)# 10.6(c) Form of Restricted Stock Unit Agreement (cliff vesting) for Christopher R. Concannon pursuant to the MarketAxess Holdings Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.5 to the registrants Current Report on Form 8-K dated January 4, 2019)# 10.6(d) Guidelines for Restricted Stock Units granted under the MarketAxess Holdings Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K dated January 19, 2011)# 10.7(a) Form of Performance Share Award Agreement for executive officers pursuant to the MarketAxess Holdings Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K dated January 22, 2016)# 10.7(b) Form of Performance Share Award Agreement for Christopher R. Concannon pursuant to the MarketAxess Holdings Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrants Current Report on Form 8-K dated January 4, 2019)# 10.8(a) Form of Incentive Stock Option Agreement for Employees other than Richard M. McVey pursuant to the MarketAxess Holdings Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.4 to the registrants Current Report on Form 8-K dated January 15, 2008)# 10.8(b) Form of Incentive Stock Option Agreement pursuant to the MarketAxess Holdings Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrants Current Report on Form 8-K dated January 22, 2016)# 10.8(c) Form of Incentive Stock Option Agreement for Christopher R. Concannon pursuant to the MarketAxess Holdings Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.2 to the registrants Current Report on Form 8-K dated January 4, 2019)# 10.9(a) MarketAxess Holdings Inc. Severance Pay Plan, as amended (incorporated by reference to Exhibit 10.2 to the registrants Current Report on Form 8-K dated January 6, 2017)# 10.9(b) Form of Notice of Eligibility to Participate (incorporated by reference to Exhibit 10.3 to the registrants Current Report on Form 8-K dated January 6, 2017)# 10.10(a) Incentive Stock Option Agreement, dated January 19, 2011, by and between MarketAxess Holdings Inc. and Richard M. McVey (incorporated by reference to Exhibit 10.6 to the registrants Current Report on Form 8-K dated January 19, 2011)# 10.10(b) Restricted Stock Unit Agreement, dated January 19, 2011, by and between MarketAxess Holdings Inc. and Richard M. McVey (incorporated by reference to Exhibit 10.8 to the registrants Current Report on Form 8-K dated January 19, 2011)# 10.10(c) Employment Letter Agreement, dated as of January 15, 2015, by and between MarketAxess Holdings Inc. and Richard M. McVey (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K dated January 15, 2015)# 10.10(d) Amendment to Richard M. McVey Employment Agreement, dated as of January 12, 2017, by and between MarketAxess Holdings Inc. and Richard M. McVey (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K dated January 6, 2017)# 10.10(e) Second Amendment to Richard M. McVey Employment Agreement, dated as of November 6, 2018, by and between MarketAxess Holdings Inc. and Richard M. McVey (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K dated November 6, 2018)# 10.10(f) Incentive Stock Option Agreement, dated as of January 15, 2015, by and between MarketAxess Holdings Inc. and Richard M. McVey (incorporated by reference to Exhibit 10.2 to the registrants Current Report on Form 8-K dated January 15, 2015)# 10.10(g) Performance Award Agreement, dated as of January 15, 2015, by and between MarketAxess Holdings Inc. and Richard M. McVey (incorporated by reference to Exhibit 10.3 to the registrants Current Report on Form 8-K dated January 15, 2015)# 10.10(h) Incentive Stock Option Agreement, dated as of November 8, 2018, by and between MarketAxess Holdings Inc. and Richard M. McVey (incorporated by reference to Exhibit 10.2 to the registrants Current Report on Form 8-K dated November 6, 2018)# 10.10(i) Incentive Stock Option Agreement, dated as of November 8, 2018, by and between MarketAxess Holdings Inc. and Richard M. McVey (incorporated by reference to Exhibit 10.3 to the registrants Current Report on Form 8-K dated November 6, 2018)# 10.10(j) Performance Award Agreement, dated as of November 8, 2018, by and between MarketAxess Holdings Inc. and Richard M. McVey (incorporated by reference to Exhibit 10.4 to the registrants Current Report on Form 8-K dated November 6, 2018)# 10.10(k) Performance Award Agreement, dated as of November 8, 2018, by and between MarketAxess Holdings Inc. and Richard M. McVey (incorporated by reference to Exhibit 10.5 to the registrants Current Report on Form 8-K November 6, 2018)# 10.11(a) Contract of Employment, dated March 15, 2017, between MarketAxess Europe Limited and Christophe Roupie (incorporated by reference to Exhibit 10.4 to the registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2017)# 10.11(b)* Restricted Stock Agreement Pursuant to the MarketAxess Holdings Inc. 2012 Incentive Plan, dated as of April 1, 2017, by and between MarketAxess Holdings, Inc. and Christophe Roupie# 10.11(c) Amendment, dated as of August 14, 2017, to the Restricted Stock Agreement, dated April 1, 2017, between MarketAxess Holdings Inc. and Christophe Roupie (incorporated by reference to Exhibit 10.1 to the registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2017)# 10.12 Employment Letter Agreement, dated as of January 7, 2019, by and between MarketAxess Holdings Inc. and Christopher R. Concannon (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K dated January 4, 2019)# 10.13 Form of Proprietary Information and Non-Competition Agreement for U.S. based Executive Officers (incorporated by reference to Exhibit 10.12 to the registrants Annual Report on Form 10-K/A for the year ended December 31, 2017) 10.14(a) Amended and Restated Credit Agreement, dated as of October30, 2015, among MarketAxess Holdings Inc., a Delaware corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K dated November 3, 2015) 10.14(b) Amended and Restated Guarantee Agreement, dated as of October 30, 2015, by and among MarketAxess Technologies Inc., as initial guarantor, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the registrants Current Report on Form 8-K dated November 3, 2015) 10.14(c) Amended and Restated Pledge and Security Agreement, dated as of October 30, 2015, by and between MarketAxess Holdings Inc., a Delaware corporation, as borrower, MarketAxess Technologies Inc., as guarantor, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the registrants Current Report on Form 8-K dated November 3, 2015) 10.14(d) Omnibus Amendment, dated October19, 2017, by and among MarketAxess Holdings Inc., the other loan parties party hereto, the lenders party hereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K dated October 18, 2017) 10.14(e) Second Amendment, dated October 14, 2019, to Amended and Restated Credit Agreement by and among MarketAxess Holdings Inc., the other loan parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K dated October 17, 2019) 21.1* Subsidiaries of the Registrant 23.1* Consent of PricewaterhouseCoopers LLP 31.1* Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002