Intercontinental Exchange, Inc. (ICE)
NYSE: ICE · Real-Time Price · USD
157.40
+1.59 (1.02%)
At close: Sep 11, 2026, 4:00 PM EDT
156.43
-0.97 (-0.61%)
After-hours: Sep 11, 2026, 7:56 PM EDT
← View all transcripts

AGM 2019

May 15, 2019

Jeffrey Sprecher
Chairman and CEO, Intercontinental Exchange

Welcome, everybody. I'm Jeff Sprecher. I'm the Chairman and Chief Executive Officer of Intercontinental Exchange, and it's my pleasure to welcome you today to our 2019 annual meeting. I'm going to call the meeting to order, and I'm going to note that this meeting is being webcast. These gentlemen in the back are helping to facilitate that. In order to comply with the legal requirements of the voting process for this annual meeting, it will be rather formal, and as a result, I'm going to read from a script. After the announcement of the voting results and after we adjourn the meeting, the other directors and I and all of our company's officers and representatives from EY will be available in the audience to answer questions from people that would want to come up and approach us.

This meeting is largely procedural, and I do want to take a moment before we start the formal process of the meeting to update you on our business. I want to highlight and focus on a couple of issues that we have and our way that we're serving our customers and trying to create shareholder value. 2018 marked our 13th year of record revenues and adjusted earnings per share. It's a strong top-line contribution that came from. Yes. Thank you. I know. It's amazing. Even for us as managers, that we continue to increase year after year. We were able to grow our top-line transaction business, and that was also aided by compounding growth in our subscription business.

In our futures and options markets, our global exchanges and clearing houses handled record volume in 2018, and it was driven by the strength of our position in the global oil markets, in the global natural gas markets, and in the futures markets for financial products. At the New York Stock Exchange, our cash equities volumes increased 14% year-over-year, and we continue to bring efficiencies to that market along with transparency. We helped 73 corporations raise $30 billion in initial public offering. As industry participants search for greater cost efficiencies, our suite of data products are increasingly in demand, and we had another year with 5% top-line growth on an organic, constant currency basis. As we turn to this year, 2019, we're off to a very strong start.

In the first quarter, and despite really muted volumes across the entire trading industry, we grew revenues and our earnings per share and free cash flow. As we look to the future, we're really excited about the opportunities that we're focused on, and we continue to feel that we'll deliver growth to stockholders. Before starting the voting portion of this meeting, I want to recognize the Intercontinental Exchange Board of Directors for their dedication and the hard work that they gave us throughout the year. Their expertise and their efforts have contributed to a strong record of corporate governance. I also want to thank Ann Cairns for her past service on our board. Ann is not standing with us today for re-election because of a potential conflict of interest that she has.

Finally, and last but not least, I want to thank our stockholders for your continued confidence in us. We appreciate the dialogue that we have with you, and we work every day to try to earn your continued support by delivering the best-in-class results. I want to introduce the other directors and executive officers of ICE who are here with us today. If you all wouldn't mind standing when I call your name. We have Sharon Bowen, who's a director. Charles Crisp , who's a director. Duriya Farooqui, a director. Jean-Marc Forneri, a director. Lord William Hague of Richmond, who's a director. Fred Hatfield is a director. Tom Noonan is a director. Fred Salerno is a director, in fact, our lead independent director. Judy Sprieser is a director, and Vince Tese is a director.

Also with me from our management team is Chuck Vice, our Vice Chairman. Scott Hill, our Chief Financial Officer. Ben Jackson, our President. David Goone, our Chief Strategic Officer. Andrew Surdykowski, our General Counsel. Mark Wassersug, our Chief Operating Officer. Stacey Cunningham, who's the President of the New York Stock Exchange Group. Lynn Martin, who's the President and Chief Operating Officer of ICE Data Services. Hester Serafini, who's the President and Chief Operating Officer of ICE Clear US. Kelly Loeffler, who's Chief Executive of Bakkt Holdings. We have Doug Foley, who's our SVP of HR and Administration. Octavia Spencer, who's going to assist me today, who's our Corporate Secretary. Kevin McClear is our Corporate Risk Officer. Kelly O'Connor is our Vice President of Compliance.

A bigger area every year, I would say. James Namkung is our Chief Accounting Officer. Excuse me, James Namkung is our Chief Accounting Officer. Warren Gardiner is our Vice President of Investor Relations. Also here is Greg Stoudt and Megan Duffy from EY. At this point, I'd like to reappoint Octavia Spencer as the secretary of the meeting, and she's going to record the proceedings. Sid Rodrigue, Broadridge is in the back, as he has been for the last 14 years, I will comment. He's been appointed as the inspector of elections. We'd like to actually put some competition in this, but Sid does a very good job, and charges us accordingly. Sid's the inspector of elections, and among other things, he's going to ascertain the number of shares of ICE's common stock outstanding and the voting power of each share.

He's going to determine the shares that are represented at the meeting and the validity of the proxies and ballots. He's going to count all the votes and ballots, and he's going to certify the number of shares that are represented at the meeting and the vote for each of our proposals. He's got a big job here. The Inspector of Elections has taken and signed an oath to faithfully execute his duties with strict impartiality and according to the best of his ability. Octavia will now say a few words about our 2019 annual meeting procedures.

Octavia Spencer
Corporate Secretary, Intercontinental Exchange

Thank you, Mr. Chairman. To conduct this meeting in an orderly fashion, we respectfully direct your attention to the rules of conduct you received when you entered the meeting this morning. Any stockholder or proxy holder wishing to address the meeting should, at the appropriate time, wait to be acknowledged by the chairman. We thank you in advance for helping us conduct the 2019 annual meeting in an orderly fashion. Only stockholders of record as of March 19th, 2019, 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 the matters presented to the 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 disclosure and voting share information.

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. We encourage you to read those materials.

Jeffrey Sprecher
Chairman and CEO, Intercontinental Exchange

Great. Thank you, Octavia. We're going to now proceed with the formal part of the business here. The record date stockholder list, the affidavit of distribution, the proxy vote report, and the oath of the Inspector of Elections is available for inspection throughout the meeting at the registration table out front. In addition, copies of the notice of annual meeting and proxy statement relating to this meeting are also available at that registration table. Each of you should have registered at the front door when you came in, and you should have indicated on the sign-in sheet whether you plan to vote in person here at the meeting. If you've already voted by proxy, you don't need to vote in person at this meeting unless you wish to change your vote. The sign-in sheet indicates to us that no stockholders intend to vote in person at this meeting.

Is that correct, Octavia? Nevertheless, if anyone would like to vote in person, Mr. Rodrigue in the back here, can give you a blank proxy card to use as a ballot. Is there anybody in the audience that wants to change their vote to vote in person? Great. There being no shares to be voted in person at this annual meeting, Ms. Spencer will now review the share information. Octavia?

Octavia Spencer
Corporate Secretary, Intercontinental Exchange

I have the following information regarding the number of shares to be voted today. As of the record date of March 19, 2019, there were 565,722,948 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 in person or by proxy of a majority of the shares of ICE's common stock outstanding and entitled to vote at the meeting are required for a quorum.

Represented at the meeting by proxy are, with regard to each of the proposals, at least 510,133,826 shares, which is at least 90% of the total number of shares outstanding and entitled to vote. The proxies may be voted by Scott Hill, Andrew Surdykowski, and 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
Chairman and CEO, Intercontinental Exchange

Great. The notice of annual meeting and proxy statement notes there are three items of business that we're going to vote on today by the stockholders. It is now roughly 8:40 A.M. Eastern Time on May 17, 2019, and I'm going to formally declare the polls to be open for voting on the proposals as described in the proxy statement. The board of directors has recommended that you vote for each of the proposals, number one, two, and three. The first item on the agenda is the election of Sharon Bowen, Charles Crisp, Duriya Farooqui, Jean-Marc Forneri, Lord Hague of Richmond, Frederick Hatfield, Thomas Noonan, Frederic Salerno, myself, Jeffrey Sprecher, Judith A. Sprieser, and Vincent Tese to serve on the board of directors of Intercontinental Exchange.

If elected, they will serve one year, and it will expire at the 2020 annual meeting of stockholders or until his or her earlier resignation or removal. You can find out more information about each of the director nominees in our proxy statement. The board has recommended that you vote for each of our nominees. Do we have any discussion from the floor regarding any of our director nominees? Great. Let's proceed to the next item on the agenda. The second item is the advisory vote on our executive compensation as set forth in our proxy statement. Again, the board has recommended that you vote for the advisory resolution to approve the compensation of our executive officers as set forth in our proxy statement. Are there any questions regarding the advisory vote on compensation? Thank you.

Third, we're going to now proceed to the next item, the final item on our agenda, which is the ratification of the appointment of EY as independent registered public accounting firm for fiscal year 2019. 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 that ends December 31, 2019. The audit committee and the board has recommended that you ratify their appointment. As mentioned earlier, representatives of EY are with us today, and they're in the back here to my left, to answer any questions related to the ratification of their appointment. Are there any questions regarding the appointment of EY as independent registered public accountants? Great. Let's proceed with the proxy voting. Now that all the proposals have been presented as proxy. Oh, excuse me.

Andrew, I'm going to ask you.

Andrew Surdykowski
General Counsel, Intercontinental Exchange

No.

Jeffrey Sprecher
Chairman and CEO, Intercontinental Exchange

Yeah, exactly.

Andrew Surdykowski
General Counsel, 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 three.

Jeffrey Sprecher
Chairman and CEO, Intercontinental Exchange

Perfect. Thank you. That now concludes the voting on the proposals. I have the time at 8:43 A.M. Eastern Time on May 17th, 2019. The polls on those matters are now officially closed. We'll announce the results of the voting. Ms. Spencer, do you have the totals for me?

Octavia Spencer
Corporate Secretary, Intercontinental Exchange

Yes. Before reading the 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 related to the annual meeting on March 28th, 2019. The information was delivered to stockholders of record as of the close of business on March 19th, 2019. The 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, Charles Crisp, Duriya Farooqui, Jean-Marc Forneri, Lord Hague of Richmond, Frederick Hatfield, Thomas Noonan, Frederic Salerno , Jeffrey Sprecher, Judith Sprieser, and Vincent Tese are duly elected as directors of the company.

453,874,845 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 executive compensation is approved. 504,754,744 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 proposals to ratify the appointment of EY as independent registered public accounting firm for the fiscal year ending December 31st, 2019. The appointment of EY is ratified. 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
Chairman and CEO, Intercontinental Exchange

Great. Thank you, Octavia. We're now going to adjourn the formal portion of the meeting. Can I have a motion?

Andrew Surdykowski
General Counsel, Intercontinental Exchange

I move that the meeting be adjourned.

Jeffrey Sprecher
Chairman and CEO, Intercontinental Exchange

I second the motion. Thank you. All in favor of adjournment, please say aye.

Andrew Surdykowski
General Counsel, Intercontinental Exchange

Aye.

Jeffrey Sprecher
Chairman and CEO, Intercontinental Exchange

Any opposed, nay. I'm gonna shortly open the meeting up for questions, before I do, I want to acknowledge a longtime colleague and friend, Ian McDonald of T. Rowe Price. When this company went public 14 years ago, we went through a process of meeting people and discussing our vision for the future, and we met Ian in that process. T. Rowe, under Ian's guidance, has continued to be one of our largest shareholders for 14 years. Ian recently stepped away from T. Rowe because of health issues, and I want, on behalf of the management team, to send our strong regards to he and his family as he's battling some issues and thank him for his support over many, many years. Let me open up the floor now for questions. Is there anybody that would like to ask a question, please?

If you wouldn't mind stepping to the mic and introducing yourself.

James Rothenberg
Management Director, Complex Enterprises

Thank you, Mr. Sprecher. My name is James Rothenberg, I am the management director of Complex Enterprises, Inc., that holds in excess of 45,000 shares.

Jeffrey Sprecher
Chairman and CEO, Intercontinental Exchange

Great. Thank you.

James Rothenberg
Management Director, Complex Enterprises

I wanted to inquire about current litigation.

Specifically, the fee litigation, where the SEC denied the last fee request and whether we refiled that fee request, also understanding the opposition to the fee request by various entities. That's the first matter. The second matter is the litigation filed by ICE against the SEC and specifically against certain proposed rules, also joined in opposition by other exchanges, and make a request that all these documents that are public documents be either attached to 10-Qs, the annual report, or the 10-K so that shareholders can, on their own, review what the specific issues are. Thank you, Mr. Chairman.

Jeffrey Sprecher
Chairman and CEO, Intercontinental Exchange

Great. Thank you. I'll take your request under advisement. I'll talk to our team, both our public-facing team and our legal team, about doing that on your behalf and on the behalf of other shareholders. There are really two issues that are embedded in there. They're highly related, actually, which is the SEC's focus on fees. On data fees, what the SEC has said is in the future, they want us to demonstrate that there's competition. They have an obligation to make sure that the markets are competitive, and they want us as filers to provide more evidence that whenever we're filing for a fee increase, decrease, or even a new service that has no prior history, that there's competition. We believe there is strong competition. We believe that it'll be easy for us to demonstrate that, honestly.

We know that there will be other people that want lower fees, this will be a relatively litigious process, which is essentially what happens these days at the SEC. On the second part of your question, you're correct in that we are in litigation with the SEC over a fee pilot where the SEC, in our view, is trying to assert price controls for which we don't believe they have jurisdiction. The reason we say that is that they'd like to put some temporary price controls on the market then see how the market reacts. We don't believe that the U.S. capital markets are a Petri dish where we should be trying experiments. We don't believe that the commission has the authority to try experiments in the market.

We believe that their authority is to make sure that there are fair and orderly markets, not to experiment with markets. All of those matters, relatively intertwined and relatively complex, unfortunately, are going through legal processes. You're correct that there's a fair amount of documentation that we could provide that is in the court system that might be of interest to shareholders to further amplify, if you will, our views. Thank you, Jim.

James Rothenberg
Management Director, Complex Enterprises

Thank you for that clarification. What forum is this litigation taking place? Is it taking place administratively within the SEC, or is it in the court of the District of Columbia?

Jeffrey Sprecher
Chairman and CEO, Intercontinental Exchange

Yeah, it's both. The process at the SEC is essentially a staff-driven process, then escalated to the full commission, then escalated there from internal SEC judges, and then potentially then outside into the court system, which is where we are on the fee pilot right now.

James Rothenberg
Management Director, Complex Enterprises

Having worked at the SEC, it's their home territory. They lost a big case on their administrative judges recently in the D.C. circuit. Yes, it's clearly a better forum to be in the court system than the administrative.

Jeffrey Sprecher
Chairman and CEO, Intercontinental Exchange

In fairness, we won our case with the administrative judges.

James Rothenberg
Management Director, Complex Enterprises

That's right.

Jeffrey Sprecher
Chairman and CEO, Intercontinental Exchange

That still doesn't.

James Rothenberg
Management Director, Complex Enterprises

Yeah, that's not binding.

Jeffrey Sprecher
Chairman and CEO, Intercontinental Exchange

Seem to give us home court advantage. Yeah.

James Rothenberg
Management Director, Complex Enterprises

Yeah. The commission can reverse and has reversed.

Jeffrey Sprecher
Chairman and CEO, Intercontinental Exchange

That's right.

James Rothenberg
Management Director, Complex Enterprises

judges. I prefer, and I assume ICE prefers, to be in an impartial forum. Thank you.

Jeffrey Sprecher
Chairman and CEO, Intercontinental Exchange

Thank you so much. Appreciate seeing you again. Are there any other questions from the audience? Well, as I mentioned before, after the meeting is concluded, we're going to stay around and would love to talk to people privately, get to know you. Feel free to approach us in any way you can. As mentioned earlier, we appreciate very much the support of our shareholders. It was a really good year for us. We're starting out really well this year, and I hope next year we'll be back with more positive news for you. With that, I'll conclude the meeting. Gentlemen, you can stop the webcast, and thank you very much.