Ladies and gentlemen, welcome to the MarketAxess Annual Meeting of Stockholders. I would now like to turn the call over to Carlos Hernandez, Chairman of MarketAxess. Please go ahead, sir.
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 2025 Annual Stockholder 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 the meeting. So that we may address the 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; Jeffrey Gellora 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 a 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 upon 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 the results, we will respond to general questions submitted through the designated field on the web portal. Following the Q&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.
Thank you, Carlos. All stockholders of record, at the close of business on April 7th, 2025, were given notice of the meeting by United States Mail on or about April 23rd, 2025, 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 88% of the total number of shares outstanding and 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 2026. The directors nominated for election are Carlos Hernandez, Christopher Concannon, Nancy Altobello, Stephen Begleiter, Stephen Casper, Jane Chwick, William Cruger, Kourtney Gibson, Roberto Hoornweg, 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 ended December 31st, 2025. 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, if properly presented, is a stockholder proposal from John Chevedden, which he has called Special Shareholder Meeting Improvement. The Board unanimously recommends that you vote for the election of the nominees for director listed in the Company's proxy statement for proposals two and three, and against proposal four, the stockholder proposal, for the reasons stated in the proxy statement. Mr. Chevedden has authorized Mr. Dwane Beatty to present his proposal. We will now present. As a reminder, he will have three minutes to present the proposal. Operator, please open Mr. Beatty's line, and Mr. Beatty, please proceed.
Can you hear me?
Yes.
Thank you. Proposal four, Special Shareholder Meeting Improvement, sponsored by John Chevedden. Shareholders ask the Board of Directors to remove the current provision that considers the voice of certain MarketAxess shareholders as non-shareholders. Currently, all shares not held for one continuous year are considered non-shareholders if they seek to call for a special shareholder meeting on an important business matter. MarketAxess Holdings is in a long-term slump. MarketAxess stock price is down drastically to $217 from its $606 price in 2020. The reason to enable all shareholders to call for a special shareholder meeting is to allow one shareholder or a group of shareholders to quickly acquire more MarketAxess shares to equal the challenging 25% share ownership requirement of all shares outstanding to call for a special shareholder meeting in order to incentivize a turnaround of MarketAxess.
During the current MarketAxess long-term slump, MarketAxess shareholders will not even consider acquiring more MarketAxess shares in order to call for a special shareholder meeting when they have to sit on their shares for one year to call for a special shareholder meeting. A one-year holding period makes no sense if a response to a long-term slump must wait a full year to take the first step of calling for a special shareholder meeting. The fact that one shareholder or a group of shareholders can quickly acquire more shares to call for a special shareholder meeting is an incentive for MarketAxess directors to avoid such a long-term slump in the first place, since the continued service of certain MarketAxess directors could be terminated by a special shareholder meeting. This is a good incentive for the MarketAxess directors to have for the benefit of all MarketAxess shareholders.
There is no concern allowing all shareholders to be part of a 25% share ownership requirement to call for a special shareholder meeting is too easy. It is almost unheard of for any special shareholder meeting called for by shareholders to ever occur at any company, even though a significant number of companies allow all shareholders to participate. The reason to have this right is that with this right in place, companies are more likely to engage productively with their shareholders because shareholders have an alternative ability to call for a special shareholder meeting. With the widespread use of online shareholder meetings, it is much easier for a company to conduct a special shareholder meeting for important business matters, and MarketAxess bylaws need to be updated accordingly. Please vote yes, Special Shareholder Meeting Improvement Proposal four. Thank you.
Thank you for your comments, Mr. Beatty. 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 questions from stockholders related to the proposals. We have received questions. Our first question reads as follows: With two directors over age 24, sorry, does MarketAxess have a retirement age for directors? As discussed in the proxy statement, the Board has adopted corporate governance guidelines. Pursuant to the guidelines, we review director tenure annually, but we have not adopted a retirement age or term limits. We have no further questions. We will now proceed to vote on the nominees for director and the other proposals. Any stockholder who has not 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, 2025, has been ratified. The compensation of the Company's named executive officers, as disclosed in the proxy statement, has been approved by advisory vote, and Mr. Chevedden's stockholder proposal 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 I will now ask Mr. Hernandez to proceed with closing the meeting. Carlos?
Yes, I'm sorry. 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 2026 Shareholder Meeting next year. This meeting is hereby adjourned.
This concludes today's meeting. You may now disconnect.