Good morning, and welcome to ICE's 2026 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.
Good morning. I am Jeff Sprecher, Chair and Chief Executive Officer of ICE, and it's my pleasure to welcome you to our 2026 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 last few years. We have stockholders and guests attending via the 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'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 in the web portal. I will 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. As a result, I'll be reading from 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 to highlight our focus on serving our customers and creating stockholder value. 2025 was a landmark year for ICE, marking our 20th year of record adjusted earnings per share, which were up 14% versus the prior year, driven by record net revenues of $9.9 billion, up 7% versus the prior year.
For over two decades, ICE has been built around the idea that markets function best when their infrastructure is trusted, neutral, and engineered to work in all environments. We've deliberately placed the company at the intersection of markets that respond to different forces, connecting them through technology and data, and the result is an all-weather model that has delivered growing adjusted earnings per share 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 9% year-over-year to a record $5.4 billion. These results were led by our energy business, which generated a record $2.2 billion in net revenues, a 16% increase versus the prior year.
In our Fixed Income and Data Services segment, our comprehensive platform delivered another year of record revenues totaling $2.4 billion. These results were driven by record recurring revenues, including record data and network technology revenues growing 9% year-over-year. In our Mortgage Technology segment, revenues totaled $2.1 billion, up 4% year-over-year as we continued to make strides in automating complex regulated workflows across origination and servicing while exceeding our Black Knight acquisition synergy targets ahead of schedule. Turning to 2026, the year is off to a strong start. In the first quarter, we delivered record net 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 building and operating the trusted infrastructure that allows capital to move efficiently, risk to be transferred, and price discovery to occur regardless of market conditions. That consistency is what has allowed us to grow through every business cycle. It underpins our confidence as we look forward to delivering 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 efforts have produced strong results and an excellent track record of corporate governance. I'd like to introduce Daniel Pinto, who is standing for election to the board today. Daniel will bring significant expertise in international business and capital markets. We believe he will be a valuable addition to our board. We encourage stockholders to support his election.
I would also like to thank Judith A. Sprieser, who is not standing for re-election as a director, for her contribution and dedication to the company. Finally, and importantly, I want to thank our stockholders for your continued confidence, and we appreciate the dialogue that we have with you. 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 the virtual meeting today. We have Sharon Bowen, Shantella Cooper, Duriya Farooqui, Lord William Hague, Lord Jonathan Hill, Mark Mulhern, Thomas Noonan, Caroline Silver, and Martha A. Tirinnanzi. We also have a number of ICE management team members, including Warren Gardiner, ICE's CFO, Andrew J. Surdykowski, ICE's General Counsel, and Octavia Spencer, ICE's Associate General Counsel and Corporate Secretary, 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. Dan Castillo, a representative of Broadridge, has been appointed as the Inspector of Elections for this meeting, among other things, to ascertain the number of shares of ICE's common stock outstanding and the voting power of each share, to determine the shares represented at the meeting and the validity of the proxies and ballots, to count all votes and ballots and certify the number of shares represented at the meeting, and 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 2026 annual meeting procedures.
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 2026 Annual Meeting in an orderly fashion. Only stockholders of record as of the close of business on March 19th, 2026 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 current 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.
Thank you, Octavia. We'll 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.
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 19th, 2026, there were 566,430,761 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 512,132,079 shares, which is at least 90.41% 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 may proceed with the business of the meeting as set forth in the notice of annual meeting and proxy statement.
The Notice of Annual Meeting and Proxy Statement note five items of business to be voted on by the stockholders. It is now 8:40 A.M. Eastern Time on May 15th, 2026, and I now 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 and vote against proposal five. Please note that we will give stockholders an opportunity to ask questions via the web portal about each of the proposals after all the proposals have been presented. The first item on the agenda is the election of Sharon Bowen, Shantella Cooper, Duriya Farooqui, Lord Hague of Richmond, Lord Hill of Oareford, Mark Mulhern, Thomas Noonan, Daniel Pinto, Caroline Silver, me, Jeffrey Sprecher, and Martha A. Tirinnanzi to serve as directors of Intercontinental Exchange, Inc.
If elected, each of them will serve a one-year term expiring at the 2027 Annual Meeting of Stockholders or until his or her resignation or removal. You can find more information about each director nominee in the proxy statement. The board recommends that you vote for the election of each of the director nominees. 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. Third item on the agenda is the approval of the adoption of amendments to our current certificate of incorporation to supplement voting and ownership 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 supplement voting and ownership limitations for regulatory compliance.
The fourth item on our agenda is the ratification of the appointment of EY as independent registered public accounting firm for fiscal year 2026. 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, 2026. The audit committee and the board recommend that you ratify this appointment. The fifth and final item on our agenda is a stockholder proposal regarding an independent board chairman. The stockholder proponent's 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 proposal proponent, John Chevedden, or a qualified representative of Mr. Chevedden at our meeting today?
Yes, he is. Operator, please open up the line for Mr. Chevedden.
Hello, this is John Chevedden, Proposal 5, Independent Board Chairman. Shows request that the board of directors adopt enduring policy and amend the governing documents as necessary, including the corporate governance guidelines, in order that two separate people hold the office of the Chairman and the office of the CEO as soon as possible. The Chairman of the Board shall be an independent director. An independent lead director shall not be a substitute for an independent board chairman. The board shall have the discretion to select an interim Chairman of the Board, who is not an independent director, to serve while the board is required to seek an independent Chairman of the Board on an accelerated basis. An independent board chairman at all times improves corporate governance by bringing impartiality, objective oversight, external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence.
This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and profitability. Independent board chairman could also help Intercontinental Exchange deal with headwinds like those that can impact share price or reputation. In March 2026, analysts noted that Intercontinental Exchange had five-year average earnings per share growth of 9%, which was seen by some as unimpressive compared to other financial firms. Reports this month mentioned that Intercontinental Exchange founders and executives, including the President and CFO, exercised options and sold significant shares, which can raise concerns about management's confidence in future stock price appreciation. Intercontinental Exchange faced scrutiny over listing or potentially listing speculative contracts related to, for example, the death of Iran's Ayatollah, creating ethical concerns over profiting from violence. Please vote yes. Independent board chairman, Proposal 5.
Thank you, Mr. Chevedden. 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, only questions with respect to these 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 any other matters. If you're voting on the proposals at the meeting, please do so now through the web portal. All right, we'll now proceed with the voting of the proxies represented at the meeting.
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 1 through Proposal 5.
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 proxies or voted via telephone or internet and who do not wish to change their vote do not need to take any further action. That now concludes the voting on the proposals on the agenda. It is now 8:47 A.M. on May 15, 2026, 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 these proposals?
Yes. Before reading the preliminary vote totals, I would like to state that we have a sworn affidavit of distribution from Broadridge Financial Solutions Incorporated. The affidavit states that Broadridge caused the mailing of the information relating to the Annual Meeting on March 31st, 2026. The information was delivered to the stockholders of record as of the close of business on March 19th, 2026. 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. Therefore, Sharon Bowen, Shantella Cooper, Duriya Farooqui, Lord Hague of Richmond, Lord Hill of Oareford, Mark Mulhern, Thomas Noonan, Daniel Pinto, Caroline Silver, Jeffrey Sprecher, and Marti Tirinnanzi are duly elected as directors of the company.
444,676,148 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. 481,937,772 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 supplement voting and ownership limitations for regulatory compliance is approved.
478,980,408 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, 2026. The appointment of EY in such capacity is ratified. 114,294,707 shares were voted in favor of the fifth 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. The stockholder proposal is not approved.
Since Proposal 3 passed, we will move forward with the actions necessary to affect the amendments to our current certificate of incorporation to supplement voting and ownership 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 Eighth 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 Eighth A mended 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.
We would now like to adjourn the formal portion of the meeting.
I move that the meeting be adjourned.
I second the motion. All in favor say aye. Aye.
Aye.
All opposed say no, please. 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. 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, we will follow up with you after the meeting. If you have questions for the company, please submit them through the web portal now. We have a number of questions, so thank you for submitting them. Some of them are similar, so I think where they are, we'll summarize.
The first one is competitors like CME and CBOE have achieved superior returns recently with fewer acquisitions seemingly benefiting from a simpler transaction-led model that the market is currently favoring. What do you believe the market is missing about our long-term value, and how do we close this gap? Good, very good question. The DNA of Intercontinental Exchange is that we really feel that we need to evolve and we need to be adopters of changes in technology. As a result of that, the peers that you mentioned are very good companies, but they're making a different bet. They're making a bet that staying generally in the status quo that they have is a better long-term solution, which is we disagree with. It takes time for the market to see what we're doing.
We've always had this issue where when we're out in front on a trend, it takes time for the market to catch up. Part of that is the management team who's sitting with me here today, taking that message to the market, which we do routinely. I'm really highly confident that the adoption of the technologies that we're working on today, are gonna provide a brighter future and that the market will catch up. You can see in our 20-year track record of increasing earnings that that strategy has really worked for us. Next question is how's the Board of Directors preparing for leadership transition at ICE? How do we make sure that the company's unique disruptor culture is continuing?
How do we, make sure that we're effectively, you know, integrating technologies like generative AI into the exchange, particularly as leadership may change? It's a really good question that one of the things that the board of directors works deeply on every meeting is working to make sure that we have a very deep bench of leadership here. One of my main jobs is making sure that the culture that has led to those continued record year after year earnings growth, is maintained. The company's never been about one individual. We run the company as a management team. We're all involved in the business, and as such, there's a very, very deep bench of people that can move around the company, to take on different responsibilities.
It's something actually that we're very proud of here. There's a number of questions about the oil markets right now, given the conflict in the Middle East and questions about, you know, what's going on on ICE. You know, we trade Brent Crude oil as our flagship product here. Brent Crude oil is basically oil that comes out of the ground and goes immediately into tankers and is at sea, as opposed to U.S. oil, which is called West Texas Intermediate, which is oil that comes out of the ground and goes into pipes in the United States. As a result of having Brent Crude as our flagship, it's very germane to a rewiring of the commodity workflow as the Strait of Hormuz has been impacted.
You've seen a lot of trading in Brent. Similarly, we have a grade of oil that emanates from the Middle East called Murban, and that's from the UAE. And, [or] and w e're fortunate in the, in the working with the Abu Dhabi Oil Company, we created two delivery points for that contract. One is on the one side of the Strait of Hormuz, and the others on the other side of the Strait of Hormuz. As you can imagine, people are that are taking delivery are taking oil on the outside of the Strait of Hormuz so that they can continue. It's been a very, very interesting rewiring of trade flow that we're very well situated to help people manage risk.
As a result, you're seeing sort of record open interest in our contracts, which means people are taking positions and holding them, not simply just speculating or liquidating past actions. Here's a good question. What qualities do you look for when evaluating candidates for the Board of Directors? Our Lead Independent Director, Tom Noonan, chairs an independent governance committee of our Board of Directors. They actually have a formal succession plan for each of our directors. They've put together a director skills matrix so that they know what skills to target for each potential new director. That is dealt with every single quarter when that group meets.
There's a very, very good governance structure to make sure that the board stays refreshed and that it's as the company evolves, as I just alluded to, that we have the skill set on that board to help guide us. There's a question, what's been our experience adopting AI so far? What have we learned? Given that all of our competitors are adopting AI, how do, you know, companies keep up? What gives a competitive advantage? Really interesting, we've actually been talking a lot about that with our board. We've been aggressive in adopting AI.
We put together an internal committee that everyone in the company has access to, and we've asked everybody to look at the use cases in their own businesses and daily routines and go ahead and adopt AI. I think we have 8,500 Claude licenses working here already. A lot of aggressive code writing. A lot of people that are coming up with unique business cases. So far, like we haven't laid off any people. What you've seen is the people are becoming more productive. We have tasked our colleagues with measuring productivity against their budgets. The lesson so far has been companies getting better, more productive. Our best people are getting better.
We are incorporating more and more AI into the products and networks that we deliver. The other interesting thing is we announced a while back, actually a couple of years ago, that we were going to build a new data center. That data center that is under construction. We have already locked down the power and cooling requirements, so we were ahead of the curve, and we've got tremendous demand from our customers to have access to that data center for AI models and a perception that in the future, many risk management decisions are going to be automated, and they wanna be co-located with the markets. We're looking forward to being able to deliver that for many years now as a result of the data center.
That's basically all the questions that come in either individually or summarized. With that, I'd now like to close the general question and answer session, and I'd like to thank our stockholders for your continued support. At this time, it's 9:02 A.M. Eastern time on Friday, May 15, 2026. I'm gonna ask our host, Betsy, to close the event.
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.