Intercontinental Exchange, Inc. (ICE)
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AGM 2024

May 17, 2024

Operator

Good morning, and welcome to ICE's 2024 Annual Meeting of Stockholders. Please note, this event is being recorded and will be available for replay on the investor relations section of the company's website in the coming days. I would now like to introduce Jeff Sprecher, ICE's Founder, Chair, and Chief Executive Officer. Please go ahead.

Jeff Sprecher
Chair and CEO, Intercontinental Exchange

Good morning. I'm Jeff Sprecher, Chair and Chief Executive Officer of ICE, and it's my pleasure to welcome you to our 2024 annual meeting. As we previously announced, we're hosting this year's annual meeting as a virtual-only meeting in light of the success of our virtual meetings of the past three years. We have stockholders and guests attending via a web portal that we've provided. We will provide an opportunity for stockholders to ask questions by submitting them through the web portal during the meeting and at the general question-and-answer session following the meeting. Though we may not be able to answer every question, we will do our best to provide a response to as many questions as possible. Only validated stockholders will be able to ask questions in the designated field on the web portal, and I will now call the annual meeting to order.

In order to comply with legal requirements, the voting process for the annual meeting is rather formal, and as a result, I'll be reading from a script. After the announcement of the voting results and the adjournment of the meeting, we'll begin a general question-and-answer session. While this meeting is largely procedural, I do wanna take a moment before the formal portion of the meeting to update you on our business and to highlight our focus on serving our customers and creating stockholder value. 2023 was the strongest year in ICE's history, marking our 18th year of adjusted per-share growth, driven by record net revenues of $8 billion, a 10% increase versus the prior year. This track record of growth reflects our strategy to diversify the business and position the company at the center of some of the largest markets undergoing analog- to- digital conversions.

A strategy that made ICE an all-weather name, which, through an array of macroeconomic environments, continues to deliver consistent and compounding growth for our stockholders. In our exchanges segment, which includes our futures network as well as the New York Stock Exchange, net revenues grew 9% year-over-year to a record $4.4 billion. Results were driven by record energy revenues, which increased 29%, and a 6% increase in revenues from our exchange data and connectivity services. As energy markets continue to evolve and become more complex, customers are demanding more precise risk management tools, and our global energy complex enables us to deliver innovative solutions to meet customers' needs and capture the growth opportunities provided by these secular trends.

In our fixed income and data services segment, our comprehensive platform delivered another year of record revenues, up 7% year-over-year to $2.2 billion. Higher interest rates and our continued efforts to build institutional connectivity across our platform drove another year of record revenue in our ICE Bonds business, up 23% in 2023, on top of a nearly 100% increase in 2022. In our mortgage technology segment, revenues were $1.3 billion. In early September, we completed our acquisition of Black Knight, a strategic acquisition that we believe positions us as a leading provider of digital solutions to the U.S. residential mortgage industry, and which represents a $14 billion addressable market.

As we move through the balance of the year and beyond, we remain focused on executing on our strategy to relieve pain points and inefficiencies that exist across the mortgage workflow. Turning now to 2024. In the first quarter, we once again grew revenues, grew adjusted operating income, and grew adjusted earnings per share, delivering the best quarter in our company's history. As we look to the balance of the year and beyond, we believe ICE remains well-positioned to benefit from numerous cyclical tailwinds and secular trends, and we remain focused on serving our customers and creating value for our stockholders. I'd like to thank the Intercontinental Exchange Board of Directors for their dedication and their hard work throughout the year. Their expertise and their efforts have produced strong results and an excellent record of corporate governance. Finally, and importantly, I wanna thank our stockholders for your continued confidence.

We appreciate the dialogue we have with you, and we strive to earn continued support every day by delivering best-in-class results. Before we start the voting portion of the meeting, I'd like to introduce you to the other directors of ICE, who are attending the virtual meeting today. They are Sharon Bowen, Shantella Cooper, Duriya Farooqi, Lord William Hague, Mark Mulhern, Tom Noonan, Caroline Silver, Judith Sprieser, and Martha Tirinnanzi. We also have a number of ICE management team members, including Warren Gardiner, ICE's CFO, Andrew Surdykowski, ICE's General Counsel, and Octavia Spencer, ICE's Associate General Counsel and Corporate Secretary, who are attending the virtual meeting today, along with representatives of EY. I would now like to appoint Octavia Spencer as Secretary of the meeting to record the proceedings.

Deborah Baker, a representative of Broadridge, has been appointed as Inspector of Elections for this meeting to, among other things, ascertain the number of shares of ICE's common stock outstanding and the voting power of each share, determine the shares represented at the meeting, and the validity of the proxies and ballots, count all the votes and ballots, and certify the number of shares represented at the meeting and the vote for each of the proposals. The Inspector of Elections has taken and signed an oath to faithfully execute her duties with strict impartiality and according to the best of her ability. Octavia Spencer will now say a few words about our 2024 annual meeting procedures.

Octavia Spencer
Associate General Counsel and Corporate Secretary, Intercontinental Exchange

Thank you, Mr. Chair. To conduct this meeting in an orderly fashion, we respectfully direct your attention to the rules of conduct that are accessible on the web portal. Any stockholder or proxy holder wishing to address the meeting should, at the appropriate time, enter their question on the web portal. We thank you in advance for helping us conduct the 2024 annual meeting in an orderly fashion. Only stockholders of record as of the close of business on March 21st, 2024, are entitled to vote at this meeting. The only securities that can be voted at this meeting are shares of ICE's common stock, which will vote together as a single class on each matter presented to stockholders at this meeting. The voting requirements for each of the items on the agenda are described in the proxy statement.

I will now read our forward-looking statement and non-GAAP disclosure. The matters discussed at this meeting may include certain forward-looking statements that represent ICE's expectations or beliefs. These statements involve substantial risks and uncertainties that may be beyond our control. Our actual results could differ materially from those projected in these forward-looking statements. Additional information concerning factors that could cause actual results to be materially different is contained in the Risk Factors section of our annual report on Form 10-K and elsewhere in ICE's filings with the Securities and Exchange Commission. In addition, we discuss certain non-GAAP financial measures. Please refer to our earnings press releases or website for comparable GAAP measures and quantitative reconciliations. We encourage you to read those materials.

Jeff Sprecher
Chair and CEO, Intercontinental Exchange

Thank you, Octavia. We will now proceed with the formal items of business. The record date stockholder list will be available for inspection throughout the meeting on the web portal. In addition, copies of the notice of annual meeting and proxy statement related to this meeting are also available on the web portal. Each of you should have had the opportunity to vote your shares by proxy ahead of the meeting. If you have already voted by proxy, you don't need to vote at this meeting unless you wish to change your vote. Ms. Spencer will now review the share information.

Octavia Spencer
Associate General Counsel and Corporate Secretary, Intercontinental Exchange

I have the following information regarding the number of shares to be voted today. As of the close of business on the record date of March 21, 2024, there were 573,428,786 shares of ICE's common stock outstanding and entitled to vote at this annual meeting. Such shares constitute all of the shares of ICE's capital stock entitled to vote at the meeting, and record holders of such shares are entitled to one vote for each share held as of the record date. The presence via the web portal or represented by proxy of the holders of a majority of the issued and outstanding shares of ICE's common stock entitled to vote at the meeting, is required for a quorum.

We are informed by the Inspector of Elections that there are represented by proxy at the meeting, with regard to each of the proposals, at least 524,194,255 shares, which is at least 91.41% of the total number of shares outstanding and entitled to vote. The proxies may be voted by Warren Gardiner, Andrew Surdykowski, or myself, Octavia Spencer. Based on this information, a quorum is present, and we can proceed with the business of the meeting as set forth in the notice of annual meeting and proxy statement.

Jeff Sprecher
Chair and CEO, Intercontinental Exchange

The notice of annual meeting and proxy statement note four items of business to be voted on by the stockholders. It is now 8:41 A.M. Eastern Time on May seventeenth, 2024, and I formally declare the polls open for voting on the proposals as described in the proxy statement. The board of directors recommends that you vote for Proposals One, Two, and Three, and vote against Proposal Four. Please note that we will give the stockholders an opportunity to ask questions via the web portal about each of the proposals after all of the proposals have been presented. First item on the agenda is the election of Sharon Bowen, Shantella Cooper, Duriya Farooqi, Lord Hague of Richmond, Mark Mulhern, Thomas Noonan, Caroline Silver, me, Jeffrey Sprecher, Judith Sprieser, and Martha Tirinnanzi to serve as directors of Intercontinental Exchange, Inc.

If elected, each of them will serve a one-year term expiring at the 2025 annual meeting of stockholders, or until his or her earlier resignation or removal. You can find more information about each of the director nominees in the proxy statement. The board recommends that you vote for the election of each of the director nominees. The second item on the agenda is the advisory vote on our executive compensation, as set forth in the proxy statement. The board recommends that you vote for the advisory vote on our executive compensation. The third item on the agenda is the ratification of the appointment of EY as our independent registered public accounting firm for fiscal year 2024.

As set forth in the proxy statement, the audit committee of our board of directors has appointed EY as our independent registered public accounting firm for fiscal year ending December 31, 2024. The audit committee and the board recommend that you ratify this appointment. The fourth and final item on our agenda is a stockholder proposal regarding an independent board chairman. The stockholder proponent supporting statement, as well as the statement of our board of directors against the stockholder proposal, are set forth in the proxy statement. As required by the Securities and Exchange Commission, the proponent of the stockholder proposal or his representative will present the stockholder proposal. We will allow three minutes for this presentation. Ms. Spencer, is the stockholder proponent, John Chevedden, or a qualified representative, Mr. Chevedden, at the meeting today?

Octavia Spencer
Associate General Counsel and Corporate Secretary, Intercontinental Exchange

No, neither the stockholder proponent nor a qualified representative is present at the meeting. Please refer to the proxy statements for the details of his proposal.

Jeff Sprecher
Chair and CEO, Intercontinental Exchange

Thank you. If any stockholder would like to ask a question regarding any of the proposals, please submit your questions through the web portal now. Please note that only questions with respect to the proposals will be considered at this time, and you should wait until the question-and-answer session following the meeting to submit questions with respect to other matters. If you are voting on the proposals at the meeting, please do so now through the web portal. Let's now proceed with the voting of the proxies represented at the meeting.

Speaker 4

Thank you. Now that all the proposals have been presented as proxy representing shares at the meeting, I hereby vote the shares that I represent through proxy and authorize the delivery of a ballot and corresponding proxies to the Inspector of Elections, so that the shares represented thereby shall be voted in accordance therewith with respect to Proposals one through four.

Jeff Sprecher
Chair and CEO, Intercontinental Exchange

Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in their proxies or voted via telephone or internet, and who do not want to change their vote, do not need to take any further action. That concludes the voting on the proposals on the agenda. It is now 8:45 A.M. on May 17, 2024, and the polls on each of the matters are now officially closed. We will now tally the results of the voting. We will now announce the preliminary results of the voting. Ms. Spencer, do you have the vote totals on the proposals?

Octavia Spencer
Associate General Counsel and Corporate Secretary, Intercontinental Exchange

Yes. Before reading the preliminary vote totals, I would like to state that we have a sworn affidavit of distribution from Broadridge Financial Solutions, Inc. The affidavit states that Broadridge caused the mailing of the information relating to the annual meeting on April 1st, 2024. The information was delivered to the stockholders of record as of the close of business on March 21st, 2024. The preliminary voting results are as follows: Each director nominee received more votes cast for such nominee's election than votes cast against such nominee's election, and therefore, Sharon Bowen, Shantella Cooper, Duriya Farooqi, Lord Hague of Richmond, Mark Mulhern, Thomas Noonan, Caroline Silver, Jeffrey Sprecher, Judith Sprieser, and Martha Tirinnanzi, are duly elected as directors of the company.

392,374,659 shares were voted in favor of the second item on the agenda, which is the affirmative vote of the majority of votes cast for or against the advisory resolution on our executive compensation, so the advisory resolution on our executive compensation is approved. 489,438,869 shares were voted in favor of the third item on the agenda, which is the affirmative vote of the majority of votes cast for or against the proposal to ratify the appointment of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2024. So the appointment of EY in such capacity is ratified.

143,947,775 shares were voted in favor of the fourth item on the agenda, which is the affirmative vote of less than the majority of votes cast for or against the stockholder proposal regarding an independent board chairman. So the stockholder proposal is not approved. The final vote results will be filed with the SEC on a current report on Form 8-K in the next few days. The certificate and report of the Inspector of Elections, which contains the vote totals, will be filed with the minutes of this meeting.

Jeff Sprecher
Chair and CEO, Intercontinental Exchange

We would now like to adjourn the formal portion of the meeting.

Octavia Spencer
Associate General Counsel and Corporate Secretary, Intercontinental Exchange

I move, I move that the meeting be adjourned.

Jeff Sprecher
Chair and CEO, Intercontinental Exchange

I second that motion. All in favor say aye, please. Aye.

Octavia Spencer
Associate General Counsel and Corporate Secretary, Intercontinental Exchange

Aye.

Jeff Sprecher
Chair and CEO, Intercontinental Exchange

All opposed say no. The annual stockholders meeting is now adjourned, and that concludes the announced items for the meeting as specified in the notice of annual meeting and proxy statement. I'll now open up the meeting for questions from our stockholders, and in doing so, I will ask that you reference the rules of conduct provided today. If we're unable to address your question at the meeting today, we'll follow up with you after the meeting. If you have questions for the company, please submit them through the web portal. We do have a number of questions. The first question is: Given your interest in real estate, please comment on the mortgage market in apartment and condo buildings versus single-family housing. Please comment on the commercial real estate market in general, especially office and residential. A good question.

Our mortgage segment is solely focused at U.S. residential mortgages, so commercial and multi-tenant buildings are not a focus for us in that area. But we do have a very large data business that prices millions of securities, and oftentimes mortgages for apartments and multi-tenant buildings and commercial real estate make their way into some of these securities. And so we are aware of those markets and on behalf of a very broad industry on a daily basis trying to determine the value of the securities which hold some of those mortgages. Similarly, many of the companies that invest in both multi-tenant and commercial real estate are public companies, and one of the main homes for those companies is the New York Stock Exchange.

And so we oversee the listing of their stocks, and in that regard, we have a compliance oversight responsibility, where we are looking at the way those shares trade and the disclosures and announcements that come through those companies to make sure that they meet all the listed requirements of the New York Stock Exchange. Second question: Given your interest in oil, please comment on the impact of the wars in Ukraine and Middle East on the oil and natural gas markets. Those wars and disruptions around the world have really caused a complete restructuring of the supply chain on the way energy is both consumed and deployed around the world. And, as a result of that, the risk has dramatically increased for those that are both buying or shipping energy.

We have seen, and you have seen through the data that we presented, including my remarks in the preamble, that many market participants are turning to our commodity and derivative markets in order to hedge exposure to these supply chain disruptions. Our flagship energy product, which is Brent Crude Oil, is crude oil that is shipborne. It turns out that the way that these global energy supply chains have largely had to restructure themselves is through the shipping of energy internationally at sea. As a result of that, our flagship product and a number of ancillary derivative products are being used by the market to hedge exposure. Next question is: Given ICE's involvement in the residential mortgage business, are there any initiatives or ideas for engaging retail investors?

And in that sense, are there any plans for live shareholder meetings that could potentially take the format of the famous Berkshire Hathaway shareholder meetings? It's a good question. One of the, you know, realities of starting this company with sophisticated hedging and derivative markets were that the target customers that we built the company around were large commercial and entities and even national entities around the world. But as we have gotten into mortgage and gotten closer to the consumer, we hope that, you know, the brand of ICE will be raised in the minds of retail investors. We certainly try and do our best to engage with retail directors.

All the people that are in the room with me today at this shareholder meeting are very, very active in investor relations, corporate communications, and we're out on the road all the time trying to engage with the investors. With regard to the shareholder meetings, as I mentioned in the prepared remarks, we've gotten tremendously positive feedback about having these virtual meetings. I think coming out of the COVID crisis, people have gotten much more comfortable with dealing with audio and video meetings. So right now, it feels like that's the best place for us. In fact, you know, it's allowed us to answer the question that I'm referring to today by easy submission across the web.

So at this point, no, we're not thinking, but gosh, you know, wouldn't it be amazing to be able to field a meeting like Berkshire Hathaway does? I'm not sure there is anybody that can stand in the shadow of that company just yet. But it certainly is an aspiration for us. It looks like there are no more questions. So, the general question and answer session will now conclude, and I'd really like to thank all of the stockholders that attended this meeting for your continued support. At this time, I'm gonna ask our host, Drew, to close the event.

Operator

Thank you. The annual general meeting for ICE has now come to an end. Thank you for attending. You may now leave the virtual meeting.

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