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8-K

Intercontinental Exchange, Inc. (ICE)

8-K 2026-05-19 For: 2026-05-15
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Added on May 19, 2026

UNITED STATES SECURITIES AND EXCHANGECOMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANTTO SECTION 13 or 15(d) of THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event

reported): May 19, 2026 (May 15, 2026)

Intercontinental

Exchange, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware 001-36198 46-2286804
(State<br>or other jurisdiction of<br><br> incorporation) (Commission<br><br> File No.) (I.R.S. Employer Identification<br><br><br>Number)

5660 New Northside Drive, Third Floor, Atlanta, Georgia 30328

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number,

including area code: (770) 857-4700

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which <br><br>Registered
Common Stock, $0.01 par value per share ICE New York Stock Exchange
NYSE Texas, Inc.

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 (see General Instruction A.2. below):

¨ 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))
--- ---

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.

(a) The Annual Meeting of Stockholders of the Company was held on May 15, 2026. At the close of business on March 19, 2026, which was the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 566,430,761 outstanding shares of common stock eligible to vote at the Annual Meeting, constituting all of the outstanding voting securities of the Company.

(b) The results of the matters submitted to a stockholder vote at the Annual Meeting are as follows:

1. Election of Directors: Our stockholders elected the following eleven directors to each serve a one-year term expiring on the date of the 2027 Annual Meeting of Stockholders or until his or her earlier resignation or successor has been duly elected and qualified:

For Against Abstain Broker<br><br> Non-Votes
Sharon Y. Bowen 481,468,524 656,867 668,138 29,338,574
Shantella E. Cooper 463,852,695 18,270,336 670,498 29,338,574
Duriya M. Farooqui 480,235,507 1,883,107 674,915 29,338,574
Lord Hague of Richmond 471,516,979 10,593,747 682,803 29,338,574
Lord Hill of Oareford 480,897,586 1,210,538 685,405 29,338,574
Mark F. Mulhern 473,462,218 8,661,534 669,777 29,338,574
Thomas E. Noonan 468,093,872 14,021,263 678,394 29,338,574
Daniel E. Pinto 481,716,256 398,212 679,061 29,338,574
Caroline L. Silver 461,623,740 20,499,037 670,752 29,338,574
Jeffrey C. Sprecher 461,206,644 20,936,031 650,854 29,338,574
Martha A. Tirinnanzi 475,845,680 6,276,572 671,277 29,338,574
  1. Advisory Resolution on Executive Compensation: Our stockholders approved the proposal on executive compensation. As previously disclosed, our Board has determined to hold advisory votes on executive compensation annually.
For Against Abstain Broker Non-Votes
444,677,152 35,549,565 2,566,812 29,338,574
  1. Approval of the Adoption of Amendments to the Company’s Current Certificate of Incorporation to Supplement Voting and Ownership Limitations for Regulatory Compliance: Our stockholders approved the adoption of amendments to the Company’s current Certificate of Incorporation to supplement voting and ownership limitations for regulatory compliance.
For Against Abstain Broker Non-Votes
481,938,842 167,195 687,492 29,338,574

4. Ratification of Appointment of Independent Registered Public Accounting Firm: Our stockholders ratified the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

For Against Abstain
478,979,319 31,109,563 2,043,221
  1. Advisory Vote on Stockholder Proposal Regarding Independent Board Chairman: Our stockholders did not approve the stockholder proposal regarding independent board chairman.
For Against Abstain Broker Non-Votes
114,294,843 365,598,810 2,899,876 29,338,574

SIGNATURES

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

INTERCONTINENTAL EXCHANGE, INC.
Date: May 19, 2026 By: /s/ Andrew J. Surdykowski
Andrew J. Surdykowski
General Counsel