MarketAxess Holdings Inc. (MKTX)
NASDAQ: MKTX · Real-Time Price · USD
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At close: May 8, 2026, 4:00 PM EDT
148.00
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After-hours: May 8, 2026, 6:58 PM EDT
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AGM 2024

Jun 5, 2024

Operator

Ladies and gentlemen, welcome to the MarketAxess Annual Meeting of Stockholders. I would now like to turn the call over to Rick McVey, Founder and Executive Chairman of MarketAxess. Please go ahead, sir.

Richard McVey
Founder and Executive Chairman, MarketAxess

Good morning, and welcome. It's now 9:00 A.M., and the MarketAxess Annual Meeting of Stockholders will please come to order. On behalf of the Board of Directors, I'd like to welcome you to our 2024 Annual Stockholders Meeting and express our thanks for your attendance this morning. The polls are now open, and you may submit your votes through the web portal in connection with the proposals being voted on during this meeting. So that we may address questions from our stockholders of record, we ask that you submit them now via the web portal. We will address any questions that directly relate to a particular proposal at the appropriate time during the meeting, and we will save general questions for the question-and-answer period following the formal business of the meeting. We are pleased to have our Board of Directors present at the meeting.

Also present for the meeting are the company's Chief Executive Officer, Chris Concannon, the company's General Counsel and Corporate Secretary, Scott Pintoff, the company's Chief Financial Officer, Ilene Fiszel Bieler, Timothy Boyce from PricewaterhouseCoopers LLP, our independent registered public accounting firm, and Tracy Oates from Broadridge Financial Solutions. Broadridge has been appointed Inspector of Elections to examine and tabulate proxies and ballots at this meeting. You will find the combined proxy statement and annual report, along with the meeting rules, posted in the web portal you are currently using to access this meeting. The meeting will proceed as follows: We'll present the proposals to be acted on, by the stockholders at the meeting. We will then answer any questions related to the proposals.

After answering any questions related to the proposals, we will proceed with the vote on each matter to be acted upon by the stockholders at the meeting. Following the announcement of results, we will respond to general questions submitted through the designated field on the web portal. Following the Q and A session, the meeting will then be adjourned. Scott Pintoff, our General Counsel and Corporate Secretary, will now conduct the annual meeting as it relates to the proposals to be voted upon by the stockholders.

Scott Pintoff
General Counsel and Corporate Secretary, MarketAxess

Thank you, Rick. All stockholders of record at the close of business on April 8, 2024, were given notice of the meeting by United States Mail on or about April 24, 2024, and I have an affidavit to that effect for inclusion in the record of this meeting. The preliminary report of the Inspector of Elections is that more than 91% of the total number of shares outstanding entitled to vote are present in person or by proxy at this meeting, constituting a quorum. A quorum being present, this meeting is declared open to proceed with its business. The first proposal to be voted upon today is the election of 11 directors to serve until the annual meeting in 2025.

The directors nominated for election are Richard McVey, Christopher Concannon, Nancy Altobello, Steven Begleiter, Stephen Casper, Jane Chwick, William Cruger, Kourtney Gibson, Carlos Hernandez, Richard Ketchum, and Emily Portney. The second proposal is to ratify the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The third proposal is to approve, on an advisory basis, the compensation of the company's named executive officers as described in the proxy statement. The fourth proposal is to approve an amendment to the company's Certificate of Incorporation to limit the liability of certain of our officers, as permitted by recent amendments to the General Corporation Law of the State of Delaware. The fifth proposal is to approve the company's proposal to create a stockholder right to call a special stockholder meeting.

The sixth proposal, if properly presented, is a stockholder proposal from John Chevedden, which he has entitled Adopt a Shareholder Right to Call a Special Shareholder Meeting. The Board unanimously recommends that you vote for the election of the nominees for director listed in the company's Proxy Statement, for Proposals 2, 3, 4, and 5, and against Proposal 6, the stockholder proposal, for the reasons stated in the Proxy Statement. Mr. Chevedden will now present his proposal. As a reminder, he will have three minutes to present the proposal. Operator, please open Mr. Chevedden's line. Mr. Chevedden, you may proceed.

John Chevedden
Stockholder

Hello, this is John Chevedden. Proposal 6, adopt a shareholder right to call a special shareholder meeting. Shareholders ask the board of directors to take the steps necessary to amend the company governing documents to give the owners a combined 10% of the outstanding common stock the power to call a special shareholder meeting. This proposal is at least successful in triggering the MarketAxess board of directors to belatedly put forth their own Proposal 5 on the same topic as this proposal on today's agenda. It is entirely consistent for MarketAxess shareholders to vote for this proposal and also for the belated board of directors proposal on the same topic as this proposal, and it's important for shareholders to do so. The board of directors' Proposal 5 is severely restricted by treating some shareholders as non-shareholders if they want to call for a special shareholder meeting.

It's undemocratic to give shareholders a new right and then, in effect, declare some shareholders as non-shareholders when it comes to exercising that right. This proposal is the better proposal because it does not treat some shareholders as non-shareholders... Since a special shareholder meeting can be called to replace a director, adoption of this proposal could foster better performance by MarketAxess directors. With the widespread use of online shareholder meetings, it's much easier for management to conduct a special shareholder meeting, and our bylaws thus need to be updated accordingly. Please vote yes. Adopt a shareholder right to call a special shareholder meeting, Proposal 6.

Scott Pintoff
General Counsel and Corporate Secretary, MarketAxess

Thank you, Mr. Chevedden. The Board of Directors recommends a vote against the proposal for the reasons stated in the proxy statement. At this time, we will now answer any questions from stockholders related to the proposals. We have received no questions from stockholders. As a reminder, there will be a general question and answer session following the closing of the polls. We will now proceed to vote on the nominees for director and the other proposals. Any stockholder who hasn't yet voted or wishes to change their vote may do so now by clicking on the voting button on the web portal and following the instructions there. It is not necessary to take any further action if you've already sent in your proxy, unless you wish to change your vote. Now that stockholders have had the opportunity to vote, I hereby declare the polls closed.

According to the preliminary report of the Inspector of Elections, all the nominees for director have been elected as directors of the company. The selection of PricewaterhouseCoopers as the company's independent registered public accounting firm for the year ended December 31, 2024, has been ratified. The compensation of the company's named executive officers, as disclosed in the proxy statement, has been approved by advisory vote. The amendment to the company's Certificate of Incorporation to limit the liability of certain of our officers has been approved. The company's proposal to create a right to call a special stockholder meeting has been approved, and Mr. Chevedden's stockholder proposal concerning special stockholder meetings has not been approved. The final results of the voting will be filed with the SEC on a current report on Form 8-K. At this time, we will now answer any general questions from stockholders.

We have received no general questions from stockholders, and we will now proceed to closing the meeting. The matters that this meeting was called to consider have been completed. Thank you very much for your attendance this morning. We look forward to hosting the 2025 shareholder meeting next year. The meeting is hereby adjourned.

Operator

This concludes the meeting. Thank you for your participation, and you may now disconnect.

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