Intercontinental Exchange, Inc. (ICE)
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AGM 2025

May 16, 2025

Operator

Good morning and welcome to ICE's 2025 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.

Jeffrey Sprecher
Chair and CEO, Intercontinental Exchange

Good morning. This is Jeff Sprecher, Chair and Chief Executive Officer of ICE, and it's my pleasure to welcome you to our 2025 Annual Meeting. As we previously announced, we're hosting this year's Annual Meeting as a virtual-only meeting in light of the success that our virtual meetings of the last few years have had. We have stockholders and guests attending via the web portal that we've provided. We'll 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'll 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 that's on the web portal. With that, I'll now call the Annual Meeting to order.

In order to comply with the 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 want to take a moment before the formal portion of the meeting to update you on our business and highlight our focus on serving our customers and creating stockholder value. 2024 was the strongest year in ICE's history, marking our 19th year of record-adjusted earnings per share, driven by record revenues of $9.3 billion, up 16% versus the prior year.

This track record of growth reflects the quality of our strategy to diversify the business and position the company at the center of some of the largest industries undergoing analog-to-digital conversions, a strategy that has made ICE an all-weather name that generates growth on top of growth, as it has for every year since we've been a public company. In our exchanges segment, which includes our futures network as well as the New York Stock Exchange, net revenues grew 12% year over year to a record $5 billion. These results were led by our energy business, which generated a record $1.9 billion in total revenues, a 25% increase versus the prior year. In our fixed income and data services segment, our comprehensive platform delivered another year of record revenues totaling $2.3 billion.

These results were due in part to our fixed income data and analytics business, which grew 5% year over year to a record $1.2 billion. In our mortgage technology segment, revenues totaled $2 billion as we continued to make strides in executing on our vision of digitizing the mortgage workflow from home buyer identification all the way through to the secondary market. Turning now to 2025, this year is off to a strong start. In the first quarter, we delivered record revenues, record-adjusted operating income, and record-adjusted earnings per share, marking the very best quarter in ICE's history. As we look to the balance of the year, we remain focused on innovating across asset classes to drive greater efficiency and transparency for our customers and, in turn, deliver value to 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 track record of corporate governance. Finally, and importantly, I want to thank our stockholders for your continued confidence. We appreciate the dialogue that we have with you, and we strive to earn your continued support every day by delivering best-in-class results. Before starting the voting portion of the meeting, I'd like to introduce you to the other directors of ICE who are attending this virtual meeting today. We have Sharon Bowen, Shannon Cooper, Duriya Faruki, Lord Haig of Richmond, Mark Mulhern, Thomas Noonan, Caroline Silver, Judith Sprieser, and Martha Tirone.

We also have a number of ICE management team members here, including Warren Gardiner, ICE's CFO, Andrew Surdykowski, ICE's general counsel, and Octavia Spencer, ICE's associate general counsel and corporate secretary attending this virtual meeting today along with our representatives of EY. I'd now like to appoint Octavia Spencer as secretary of the meeting to record the proceedings. Deborah Bussière, 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 according to the best of her abilities. Octavia Spencer will now say a few words about our 2025 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 2025 Annual Meeting in an orderly fashion. Only stockholders of record as of the close of business on March 20, 2025, 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.

Jeffrey 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 relating 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've 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 20, 2025, there were 574,498,015 shares of ICE's common stock outstanding and entitled to vote at this annual meeting. Such shares constitute all 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 519,013,284 shares, which is at least 90.34% of the total number of shares outstanding and entitled to vote. The proxies may be voted by Warren Gardiner, Andrew Surdykowski, or 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.

Jeffrey 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 8:40 A.M. Eastern Time on May 16, 2025, 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 through four. Please note that we'll give stockholders an opportunity to ask questions via the web portal about each of the proposals after all of the proposals have been presented. The first item on the agenda is the election of Sharon Bowen, Shannon Cooper, Duriya Faruki, Lord Haig of Richmond, Mark Mulhern, Thomas Noonan, Caroline Silver, me, Jeff Sprecher, Judith Sprieser, and Martha Tirone to serve as directors of Intercontinental Exchange.

If elected, each of them will serve a one-year term expiring at the 2026 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 to approve our executive compensation as set forth in the proxy statement. The board recommends that you vote for the advisory vote to approve our executive compensation. The third item on the agenda is the approval of the adoption of amendments to our current certificate of incorporation to adopt voting limitations for regulatory compliance. The board recommends that you vote for the approval of the adoption of amendments to our current certificate of incorporation to adopt voting limitations for regulatory compliance.

The fourth and final item on our agenda is the ratification of the appointment of EY as independent registered public accounting firm for fiscal year 2025. 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 the fiscal year ending December 31, 2025. The audit committee and the board recommend that you ratify this appointment. If any stockholder would like to ask a question regarding any of these 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 general question and answer session following the meeting to submit questions with respect to any other matters. If you're voting on the proposals at the meeting, please do so now through the web portal.

Okay. Now let's proceed with the voting of the proxies represented at the meeting.

Warren Gardiner
CFO, Intercontinental Exchange

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 proposal one through proposal four.

Jeffrey 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 proxies in or voted via telephone or internet and who do not want to change their vote do not need to take any further action. Let me pause for voting. This now concludes the voting on the proposals on the agenda, and it is now 8:44 A.M. on May 16, 2025, and the polls on each of the matters are now officially closed, and we will now tally the results of the voting. Let us now announce the preliminary results of voting. Ms. Spencer, do you have the vote totals?

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. The affidavit states that Broadridge caused the mailing of the information relating to the annual meeting on March 31, 2025. The information was delivered to the stockholders of record as of the close of business on March 20, 2025. The preliminary vote results are as follows. Each director nominee received more votes cast for such nominees' election than votes cast against such nominees' election. Therefore, Sharon Bowen, Shannon Cooper, Duriya Faruki, Lord Haig of Richmond, Mark Mulhern, Thomas Noonan, Caroline Silver, Jeff Sprecher, Judith Sprieser, and Martha Tirone are duly elected as directors of the company.

457,031,154 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. The advisory resolution on our executive compensation is approved. 487,750,808 shares were voted in favor of the third item on the agenda, which is the affirmative vote of the majority of the outstanding shares of our common stock entitled to vote on this proposal. The adoption of amendments to our current certificate of incorporation to adopt voting limitations for regulatory compliance is approved. 486,815,577 shares were voted in favor of the fourth 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, 2025.

The appointment of EY in such capacity is ratified. Since proposal three passed, we will move forward with the actions necessary to affect the amendments to our current certificate of incorporation to adopt voting limitations for regulatory compliance. As the owner of National Securities Exchanges, including the New York Stock Exchange, we are required to file proposed amendments to our certificate of incorporation with the Securities and Exchange Commission, and in some cases, to obtain the approval of the SEC for the proposed amendments. If approval is not required by the SEC, or if approval is required and received, the seventh amended and restated certificate of incorporation will be filed with the Secretary of State of the State of Delaware and become effective when filed or at such later time as may be stated in the filing with the Secretary of State of the State of Delaware.

If approval is required, but the SEC does not approve the proposed changes, the seventh amended and restated certificate of incorporation will not be filed with the Secretary of State of the State of Delaware and will be deemed abandoned and will not otherwise become effective. 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.

Jeffrey Sprecher
Chair and CEO, Intercontinental Exchange

Thank you, Octavia. We would now like to adjourn the formal portion of the meeting.

Octavia Spencer
Associate General Counsel and Corporate Secretary, Intercontinental Exchange

I move that the meeting be adjourned.

Warren Gardiner
CFO, Intercontinental Exchange

I second the motion.

Jeffrey Sprecher
Chair and CEO, Intercontinental Exchange

All in favor, please say Hi.

Hi.

Warren Gardiner
CFO, Intercontinental Exchange

Hi.

Jeffrey Sprecher
Chair and CEO, Intercontinental Exchange

All opposed, please say no. The annual shareholders' 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'd now like to open up the meeting for questions from our stockholders. In doing so, I'll 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 now through the web portal. Okay. We do have some questions. The first question is, could you please elaborate on trends that you're seeing in the residential real estate market? It's a good question.

Because of our unique position and what we're trying to build, which is to digitize and automate the lending practices in real estate, we have a unique view of what's going on broadly because of the broad distribution of our technology. What we've seen, which is some good news for U.S. residential home buyers, is that inventory of homes is improving, and also the growth in pricing is slowing. Also, and maybe unique to ICE, we've seen that our company outperformed the broad industry in the first quarter of this year. That's largely, in our minds, due to the fact that those market participants who are automating and digitizing and streamlining the process of entering into a home mortgage have outperformed those that haven't. We have a second question.

Given lowering of oil prices, what are your forecasts and trends for the energy industry, both domestically and globally? Additionally, what are the solutions for the increased demand for energy due to data centers, etc.? That's a good question. A couple of trends that we've seen, given, again, the broad distribution of our energy trading and risk management platform around the world, is we've seen an increase in the number of market participants that have been coming to our system. I'm sure that in some way contributed to the record volumes and revenues that we had in the first quarter of this year. Importantly, against those record volumes, we saw our open interest, in other words, the number of positions that are open in our clearinghouse, increased 19% for our oil industry, including 18% in our Brent benchmark contract.

What that means is, technically, is that volume of trading has gone up, but it's largely being driven by people entering into new positions as opposed to people selling to exit the market. Open interest trends in a normal market, a normal market being what they call contango, open interest trends tend to help us predict that we'll have higher volumes in the future as people come back to manage the positions that they have. We also have seen, and this may be a bit related to this trend of data center construction, is natural gas as a transitional fuel has been increasing. Our open interest there is broadly across the global market, is up 4%. In Europe, it's up 8%. In Asia, it's up 45%. Again, we're seeing record participation in our markets.

All of this leads to secular tailwinds across our business that we believe is a result of increased energy demand and this globalization and rise of natural gas, particularly in liquefied form, as it gets shipped around the world to foster a clean energy transition. Those right now are the only questions we received. It looks like there are no other questions coming in. Let me take the opportunity then to conclude the question and answer session. I want to thank all of our stockholders that have been with us today. Thank you for your continued support. Let me, at this time, turn the call back over to our host, Dave, who can 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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