EGM 2016

Oct 12, 2016

Good day, and welcome to the Intercontinental Exchange Special Meeting of Stockholders. I would now like to turn the conference over to Jeff Sprecher, Chairman and Chief Executive Officer of InterContinental Exchange. Please go ahead. Good morning. I am Jeff Sprecher. I'm the Chairman and Chief Executive Officer of ICE, and it's my pleasure to welcome you today to our special meeting of stockholders. We're excited to be hosting our 1st virtual meeting, which allows us to be more inclusive and reach a greater number of our stockholders. We have stockholders attending via the web portal and the eight hundred number that we've provided. We'll provide an opportunity for stockholders attending via the web portal to ask questions about the proposal during this 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 on the web portal. I'll now call the special meeting to order. I'd like to now introduce to you the other Executive Officers of ICE and the guests who are here in the room with me today. Scott Hill is our Chief Financial Officer Jonathan Short is our General Counsel Kelly Leffler is our Senior Vice President, Corporate Communications, Marketing and Investor Relations. Doug Foley is our Senior Vice President of Human Resources and Administration. Andrew Sertkowski is our Senior Vice President and Associate General Counsel. And Sid Rodriguez, a Senior Director of Broadridge Financial Solutions is here as a guest. Other ICE officers and Board members are joining the meeting online or by phone. Please note that this meeting is being recorded and a replay will be made available through our website. So I would now like to appoint Andrew Certikowski as Secretary of the meeting to record the proceedings. Sid Rodriguez Broadridge has been appointed as the 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 to determine the shares represented at the meeting and the validity of the proxies and ballots, to count all votes and ballots and certify that the number of shares signed an oath to faithfully execute his duties with strict impartiality and according to the best of his ability. Andrew Certikowski will now say a few words about our special meeting procedures. Thank you, Mr. Chairman. 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 questions and comments on the web portal. We thank you in advance for helping us conduct this special meeting in an orderly fashion. Thank you, Andrew. 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 special meeting and proxy statement relating to this meeting are also available on the web portal. Only stockholders of record as of August 24, 2016 are entitled to vote at this meeting. The only securities that can be voted at this meeting are the shares of ICE's common stock, which will vote together as a single class on the matter presented to stockholders at this meeting. The voting requirement for the proposal is described in the proxy statement. Now I'd like to ask Andrew Certikowski to 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 ks and elsewhere in ICE's filings with the Securities and Exchange Commission. And we encourage you to read those materials. I have the following information regarding the number of shares to be voted today. As of the record date of August 24, 2016, there were 119,154,118 shares of ICE's common stock outstanding and entitled to vote at this 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 1 vote for each share held as of the record date. The presence in person or by proxy of the majority of the shares of ICE's common stock represented in person or by proxy shares of common stock representing 104,219,733 shares or votes or approximately 87.5 percent of the voting power on the record date. The proxies may be voted by Scott Hill, Jonathan Short or Andrew Certikowski. 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 the special meeting and proxy statement. The notice of special meeting and proxy statement notes one item of business to be voted on by the stockholders. It is now 8:35 am on October 12, 2016 and I now formally declare the polls open for voting on the proposal as described in the proxy statement. The Board of Directors recommends that you vote for the proposal. Please note that we'll give stockholders an opportunity to ask questions on the proposal itself after the proposal has been presented. The one item on our agenda is the adoption of our 3rd amended and restated certificate of incorporation, which increases the number of authorized shares of common stock from $500,000,000 to $1,500,000,000 and correspondingly increases the total number of shares of capital stock that ICE has authorized to issue from $600,000,000 to $1,600,000,000 for the purpose of, among other things, providing ICE with sufficient authorized but unissued shares of common stock to effectuate a proposed 5 for 1 stock split. The Board recommends that you vote for this proposal. If any stockholder would like to ask a question regarding the proposal, please submit your questions through our web portal now. Okay. We have a first question, which is why is ICE conducting a stock split? We're engaging in a stock split because ICE's share price has appreciated from its initial public offering price of $26 a share in November of 2,005 to over $2.60 a share today, an obvious tenfold increase. We believe that the stock split will increase liquidity in our stock. It will make the stock price more attractive to a wider range of investors. And as an exchange operator, we're committed to enhancing markets for investors and we believe that long term stockholders will benefit from lower volatility, lower trading costs in the form of tighter bid offer spreads and improved liquidity that will follow the stock split. Okay. Our second question asks for additional information regarding when the stock split will be effective. Well, more information with specific dates will be available very soon. We needed to receive the SEC and stockholder approval of our 3rd amended and restated certificate of incorporation before we could officially declare this as a dividend. We received SEC approval and assuming that we receive stockholder approval at this meeting today, a meeting of our dividend committee of our Board of Directors will be held later today to declare the dividend to affect the 5 for 1 stock split to fix the record date and to fix the distribution date. After this dividend committee meeting, ICE will issue a press release to announce the record date and the distribution date for the dividend. We plan to issue this press release later today. Following the announcement, we'll also be posting answers to frequently asked questions regarding the stock split on our website. Our third question asks why does ICE need 1,500,000,000 shares of common stock? Well, we currently have just over 119,000,000 shares of common stock that's outstanding and we have about 500,000,000 shares of common stock authorized. So therefore, ICE currently does not have enough shares to be able to conduct a 5 for 1 stock split. So we need approval from our stockholders to increase the number of shares of common stock that we're authorized to issue. With stockholder approval of this change, ICE will have a $1,500,000,000 shares of common stock authorized and then post split we'll have approximately 600,000,000 shares issued and outstanding. The value of the proportion of shares that will be available for future issuance will actually be less after the split compared to the value of what we have available to us today. We see no more questions in the queue. So I think we can proceed. That then concludes the question and answer session. Thank you, Andrew. And I'll now turn the voting portion of the meeting turn to the voting portion and I'm going to begin with the proxies represented at the meeting. Jonathan Short? As proxy representing shares the meeting, I hereby book 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 the 3rd amended and restated certificate of incorporation. Now any shareholder 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 the Internet and who do not want to change their vote do not need to take any further actions. I'm now going to pause for a minute while we allow you to vote. Okay. Well, that now concludes the voting on the proposal that's on the agenda. It's now 8:41 am on October 12, 2016 and the polls for the special meeting of the stockholders are now officially closed and we will now tally the results of the voting. We'll now announce the preliminary results of the voting. Mr. Certikowski, do you have the vote totals on the proposal? 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 special meeting on August 29, 2016. The information was delivered to the stockholders of record as of the close of business on August 24, 2016. The preliminary voting results are as follows: 102,418,765 shares were voted in favor of the proposal, which is the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the meeting. So the adoption of the 3rd amended and restated certificate of incorporation is approved. The final vote results will be filed with the SEC on a current report on Form 8 ks 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 this meeting. I move that the meeting be adjourned. I second the motion. Sorry, Jonathan? I second the motion. Thank you. All in favor say aye, please. Aye. Any opposed say no. With that, the special meeting of stockholders is now adjourned. And that concludes the meeting. I want to thank you to all of our shareholders who joined us and who continue their support of the company. So please watch for our press release where we'll summarize today's meeting. Goodbye.