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EGM 2016

Oct 12, 2016

Scott Hill
SVP and CFO, Intercontinental Exchange

Good day, 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.

Jeff Sprecher
Chairman and CEO, Intercontinental Exchange

Good morning. I am Jeff Sprecher. I'm the Chairman and Chief Executive Officer of ICE, it's my pleasure to welcome you today to our special meeting of stockholders. We're excited to be hosting our first 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 800 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. Johnathan Short is our General Counsel. Kelly Loeffler is our Senior Vice President, Corporate Communications, Marketing, and Investor Relations. Doug Foley is our Senior Vice President of Human Resources and Administration. Andrew Surdykowski is our Senior Vice President and Associate General Counsel. Sid Rodrigue is 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. I would now like to appoint Andrew Surdykowski as Secretary of the meeting to record the proceedings.

Sid Rodrigue of 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 represented at the meeting and the vote for the proposal. 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. Andrew Surdykowski will now say a few words about our special meeting procedures.

Andrew Surdykowski
SVP and Associate General Counsel, Intercontinental Exchange

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.

Jeff Sprecher
Chairman and CEO, Intercontinental Exchange

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 24th, 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 Surdykowski to read our forward-looking statement disclosure and voting share information.

Andrew Surdykowski
SVP and Associate General Counsel, Intercontinental Exchange

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. I have the following information regarding the number of shares to be voted today. As of the record date of August 24th, 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. 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 the majority of the shares of ICE's common stock outstanding and entitled to vote at the meeting are required for a quorum. We are informed by the Inspector of Elections that there are represented in person or by proxy shares of common stock representing 104,219,733 shares, or votes, or approximately 87.5% of the voting power on the record date. The proxies may be voted by Scott Hill, Johnathan Short, or Andrew Surdykowski.

Based on this information, a quorum is present, we can proceed with the business of the meeting as set forth in the notice of the special meeting and proxy statement.

Jeff Sprecher
Chairman and CEO, Intercontinental Exchange

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 A.M. on October 12, 2016, 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 Third Amended and Restated Certificate of Incorporation, which increases the number of authorized shares of common stock from $500 million to $1.5 billion. Correspondingly, increases the total number of shares of capital stock that ICE is authorized to issue from $600 million to $1.6 billion 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.

Andrew Surdykowski
SVP and Associate General Counsel, Intercontinental Exchange

Okay, we have a first question, which is, why is ICE conducting a stock split?

Jeff Sprecher
Chairman and CEO, Intercontinental Exchange

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 2005 to over $260 a share today, an obvious tenfold increase. We believe that the stock split will increase liquidity in our stock. It'll make the stock price more attractive to a wider range of investors. 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'll follow the stock split.

Andrew Surdykowski
SVP and Associate General Counsel, Intercontinental Exchange

Okay. Our second question asks for additional information regarding when the stock split will be effective.

Jeff Sprecher
Chairman and CEO, Intercontinental Exchange

Well, more information with specific dates will be available very soon. We needed to receive the SEC and stockholder approval of our Third Amended and Restated Certificate of Incorporation before we could officially declare this as a dividend. We received SEC approval, 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 five for one 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.

Andrew Surdykowski
SVP and Associate General Counsel, Intercontinental Exchange

Okay. Our third question asks, why does ICE need 1.5 billion shares of common stock?

Jeff Sprecher
Chairman and CEO, Intercontinental Exchange

Well, we currently have just over 119 million shares of common stock that's outstanding, and we have about 500 million shares of common stock authorized. Therefore, ICE currently does not have enough shares to be able to conduct a 5 for 1 stock split. 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 $1.5 billion shares of common stock authorized, and then post-split, we'll have approximately 600 million 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.

Andrew Surdykowski
SVP and Associate General Counsel, Intercontinental Exchange

We see no more questions in the queue. I think we can proceed.

Jeff Sprecher
Chairman and CEO, Intercontinental Exchange

That concludes the question and answer session. Thank you, Andrew. I'll now turn to the voting portion, and I'm going to begin with the proxies represented at the meeting. Johnathan Short?

Johnathan Short
General Counsel and Corporate Secretary, Intercontinental Exchange

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 the Third Amended and Restated Certificate of Incorporation.

Jeff Sprecher
Chairman and CEO, Intercontinental Exchange

Any shareholder who has not yet voted or who 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 A.M. on October twelfth, 2016, and the polls for the special meeting of the stockholders are now officially closed. We will now tally the results of the voting. We'll now announce the preliminary results of the voting. Mr. Surdykowski, do you have the vote totals on the proposal?

Andrew Surdykowski
SVP and Associate General Counsel, 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 special meeting on August twenty-ninth, 2016. The information was delivered to the stockholders of record as of the close of business on August twenty-fourth, 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. The adoption of the Third 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-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
Chairman and CEO, Intercontinental Exchange

We would now like to adjourn the formal portion of this meeting. Scott Hill?

Scott Hill
SVP and CFO, Intercontinental Exchange

I move that the meeting be adjourned.

Johnathan Short
General Counsel and Corporate Secretary, Intercontinental Exchange

I second the motion.

Jeff Sprecher
Chairman and CEO, Intercontinental Exchange

Sorry, Johnathan?

Johnathan Short
General Counsel and Corporate Secretary, Intercontinental Exchange

I second the motion.

Jeff Sprecher
Chairman and CEO, Intercontinental Exchange

Thank you. All in favor say aye, please.

Scott Hill
SVP and CFO, Intercontinental Exchange

Aye.

Johnathan Short
General Counsel and Corporate Secretary, Intercontinental Exchange

Aye.

Jeff Sprecher
Chairman and CEO, Intercontinental Exchange

Any opposed, say no. With that, this 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. Please watch for our press release, where we'll summarize today's meeting. Goodbye