8-K - IBKR - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT‎Pursuant to Section 13 or 15(d) of the‎Securities Exchange Act of 1934‎

Date of Report (Date of Earliest Event Reported): April 20, 2023

INTERACTIVE BROKERS GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-33440	30-0390693
(State or Other Jurisdiction<br>‎of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification<br><br>Number)

One Pickwick Plaza, Greenwich, CT 06830

(Address of Principal Executive Offices) (Zip Code)

(203) 618-5800

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each class	Trading Symbol	Name of the exchange on which registered
---	---	---
Common Stock, par value $.01 per share	IBKR	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company □

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

Item 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders of Interactive Brokers Group, Inc. (the "Company") was held on April 20, 2023.

The stockholders voted on proposals to elect directors to the Company's Board of Directors (the "Board"); to ratify the appointment of Deloitte & Touche LLP as independent auditor; to hold an advisory vote on executive compensation; to hold an advisory vote to determent the frequency of future advisory votes on executive compensation; and to approve an amendment to the Company’s 2007 Stock Incentive Plan to increase the number of shares of Class A common stock authorized and reserved for issuance from 30 million to 40 million.

All nominees for election to the Board were elected for a one-year term expiring at the annual meeting of stockholders in the following year. Each director will hold office until his successor has been elected and qualified or until the director's earlier resignation or removal.

The number of votes cast for or against and the number of abstentions with respect to each proposal is set forth below. The Company's independent inspector of election reported the vote of the stockholders as follows:

Proposal No.1 - To elect nine directors to the Board of Directors to serve until the annual stockholders’ meeting in 2024, and until their respective successors have been elected and qualified.

Election of Directors (Percentages shown are of the votes cast)
				Broker
	For	Against	Abstain	Non-Vote
Thomas Peterffy	359,821,340	38,395,602	36,258	13,256,256
	90.35%	9.64%	0.01%
Earl H. Nemser	357,194,229	41,020,113	38,858	13,256,256
	89.69%	10.30%	0.01%
Milan Galik	360,578,927	37,642,326	31,947	13,256,256
	90.54%	9.45%	0.01%
Paul J. Brody	371,693,868	25,962,314	597,018	13,256,256
	93.33%	6.52%	0.15%
Lawrence E. Harris	392,929,840	5,278,955	44,405	13,256,256
	98.66%	1.33%	0.01%
Philip Uhde	396,912,644	1,296,236	44,320	13,256,256
	99.66%	0.33%	0.01%
William Peterffy	371,448,200	26,772,363	32,637	13,256,256
	93.27%	6.72%	0.01%
Nicole Yuen	366,963,989	31,250,052	39,159	13,256,256
	92.14%	7.85%	0.01%
Jill Bright	377,756,674	20,457,291	39,235	13,256,256
	94.85%	5.14%	0.01%

Proposal No.2 - To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

For	Against	Abstain
409,007,788	2,461,733	39,935

Proposal No.3 - To hold an advisory vote on executive compensation.

			Broker
For	Against	Abstain	Non-Vote
377,853,396	20,315,709	84,095	13,256,256

Proposal No.4 - To hold an advisory vote to determine the frequency of future advisory votes on executive compensation.

				Broker
One Year	Two Years	Three Years	Abstain	Non-Vote
56,616,977	338,949,138	1,067,728	1,619,357	13,256,256

Proposal No. 5 - To approve an amendment to the Company’s 2007 Stock Incentive Plan to increase the number of shares of Class A common stock authorized and reserved for issuance thereunder from 30 million to 40 million.

			Broker
For	Against	Abstain	Non-Vote
373,713,434	24,476,729	63,037	13,256,256

Item. 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL Document).

***

‎

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 26, 2023

INTERACTIVE BROKERS GROUP, INC.
By:	/s/ Paul J. Brody
Name:	Paul J. Brody
Title:	Chief Financial Officer, Treasurer<br>‎and Secretary