Marketaxess Holdings Inc 8-K, filed Jul 19, 2021
Marketaxess Holdings Inc (MKTX)
About this 8-K
Marketaxess Holdings Inc filed this 8-K on July 19, 2021, reporting on events of July 13, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Charles Li to the Board of Directors
On July 13, 2021, the Board of Directors (the “Board”) of MarketAxess Holdings Inc. (the “Company”) elected Xiaojia Charles Li to serve on the Company’s Board of Directors, effective July 13, 2021. The Board of Directors determined that Mr. Li is independent under applicable NASDAQ listing rules and pursuant to the Company’s Corporate Governance Guidelines.
There were no arrangements or understandings pursuant to which Mr. Li was elected as a director of the Company. There have been no transactions since the beginning of the Company’s last fiscal year, and are no currently proposed transaction, to which the Company or any of its subsidiaries was or is to be a participant, in which the amount involved exceeds $120,000 and in which Mr. Li had, or will have, a direct or indirect material interest.
Mr. Li will be eligible to receive the same compensation as other non-employee directors of the Company as described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2021.
Transition of the Chief Financial Officer Role
On July 13, 2021, the Board appointed Christopher Gerosa, age 46, as Chief Financial Officer. In addition, Mr. Gerosa has been appointed to act as the Company’s principal financial officer and principal accounting officer for purposes of the Company’s filings with the Securities and Exchange Commission. The appointments will become effective as of August 1, 2021. Antonio DeLise, the Company’s current Chief Financial Officer, will be supporting Mr. Gerosa during the balance of the year and will continue leading the Investor Relations and Corporate Development functions going forward.
Mr. Gerosa has been Head of Accounting and Finance of the Company since April 2015 with global responsibility for accounting, tax, treasury management and financial planning and analysis functions. Prior to joining the Company, Mr. Gerosa was Chief Financial Officer of Primus Guaranty, Ltd. (“Primus”) from 2010 to 2014 and Corporate Treasurer from April 2007 to 2014. Prior to these roles, Mr. Gerosa held the position of Corporate Controller and served as the Director of Investor Relations of Primus. Mr. Gerosa joined Primus in 2003 and was an integral part of taking Primus public in 2004. Before joining Primus, he worked in the product controller areas of Deutsche Bank and Goldman Sachs. Mr. Gerosa began his professional career at Arthur Andersen. He served as a U.S. Army National Guard Infantry Officer after receiving his B.B.A. from the University of Notre Dame.
There were no arrangements or understandings pursuant to which Mr. Gerosa was selected as an officer of the Company. Mr. Gerosa does not have a family relationship with any director or executive officer of the Company. Other than as disclosed herein, there have been no transactions since the beginning of the Company’s last fiscal year, and are no currently proposed transaction, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Mr. Gerosa had, or will have, a direct or indirect material interest.
Mr. Gerosa’s salary will be $300,000, payable in accordance with the Company’s standard payroll schedule. Mr. Gerosa will also be eligible to participate in the Company’s other compensation and benefit programs, consistent with the Company’s other named executive officers. In connection with his appointment, the Board of Directors approved an equity award to be granted to Mr. Gerosa on August 1, 2021, valued at $1 million, 50% of which will be granted in performance stock units, 25% of which will be granted in stock options and 25% of which will be granted in restricted stock units. The number of performance stock units and restricted stock units granted will be valued based on the average closing price of the Company’s common stock during the ten trading days up to and including August 1, 2021. The number of stock options granted will be determined by an independent third party. The performance stock units will cliff vest on the third-year anniversary of the date of grant and the stock options and restricted stock units will vest in three equal installments beginning on the first anniversary of the date of grant.
| Item 7.01 | Regulation FD Disclosure |
On July 19, 2021, the Company issued a press release announcing Mr. Li’s election, which is attached hereto as exhibit 99.1 and is incorporated by reference into this Item 7.01. In addition, on July 19, 2021, the Company issued a press release announcing the transition of the Chief Financial Officer role from Mr. DeLise to Mr. Gerosa, which is attached hereto as exhibit 99.2 and is incorporated by reference into this Item 7.01.
The information included in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 hereto) that is furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, the information included in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 hereto) that is furnished pursuant to this Item 7.01 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| 99.1 | Press Release issued by MarketAxess Holdings Inc. on July 19, 2021. | |
| 99.2 | Press Release issued by MarketAxess Holdings Inc. on July 19, 2021. | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | |
SIGNATURES
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.
| MARKETAXESS HOLDINGS INC. | ||||||
| Date: July 19, 2021 | By: | /s/ Richard McVey | ||||
| Name: | Richard McVey | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
CHARLES LI ELECTED TO MARKETAXESS BOARD OF DIRECTORS
NEW YORK and HONG KONG, July 19, 2021 — MarketAxess Holdings Inc. (Nasdaq: MKTX), the operator of a leading electronic trading platform for fixed-income securities, and the provider of market data and post-trade services for global fixed-income markets, today announced the election of Charles Li to its Board of Directors, effective July 13, 2021.
Mr. Li is the former Chief Executive of Hong Kong Exchanges and Clearing Ltd (HKEX), the world’s largest exchange operator, serving from 2010 to 2020. During his tenure as Chief Executive, he orchestrated HKEX’s expansion into fixed income, currency and commodities through the acquisition of the London Metal Exchange in 2012 and the launch of OTC Clear in 2013, as well as enhanced mutual market access with Mainland China through the Shanghai and Shenzhen Stock Connect Programs and the Bond Connect initiative. Before joining HKEX in 2009, he was Chairman of JP Morgan China from 2003 to 2009, prior to which he was President of Merrill Lynch China. Before joining Merrill Lynch in 1994, Mr. Li practiced law in New York at Brown & Wood and Davis Polk & Wardwell.
Rick McVey, Chairman and Chief Executive Officer, said: “We are thrilled to add Charles to the MarketAxess Board of Directors at a time when fixed income markets are expanding rapidly in the Asia region, and electronic trading is accelerating. As Chief Executive of HKEX, Charles led the firm through a decade of rapid growth by adding new asset classes and embracing electronic trading. His knowledge of market structure in Asia will be invaluable to MarketAxess as we expand our investment in the region.”
Mr. Li said, “Ever since my involvement with the launch of Bond Connect, I have closely followed the development of the leading global fixed income trading platforms, such as MarketAxess, and believe that they will play important roles in the internationalization of the Asian bond markets. I admire the impressive track record of MarketAxess and I am truly excited to join the Board at a time when electronic trading adoption is growing in global fixed income markets, particularly as MarketAxess is creating a centralized global electronic marketplace through international expansion. The Asia region is growing rapidly and it is a great time for me to join a global leader in fixed income electronic trading.”
Mr. Li obtained a BA in English Literature from Xiamen University of China in 1984, an MA in Journalism from the University of Alabama in 1988, and a JD from Columbia Law School in 1991.
Mr. Li’s appointment occurs at a time of continued growth in the Asia-Pacific region. Trading activity from Asia-based participants on MarketAxess totaled $23.9 billion in trading volume in 2Q21, up 37% year-over-year, highlighting the continued digitization of the Asian bond markets.
-END-
About MarketAxess
MarketAxess operates a leading, institutional electronic trading platform delivering expanded liquidity opportunities, improved execution quality and significant cost savings across global fixed-income markets. A global network of over 1,800 firms, including the world’s leading asset managers and institutional broker-dealers, leverages MarketAxess’ patented trading technology to efficiently trade bonds. MarketAxess’ award-winning Open Trading® marketplace is regarded as the preferred all-to-all trading solution in the global credit markets, creating a unique liquidity pool for a broad range of credit market participants. Drawing on its deep data and analytical resources, MarketAxess provides automated trading solutions, market data products and a range of pre- and post-trade services. For more information, please visit www.marketaxess.com.
Investor Relations Contact:
David Cresci
MarketAxess Holdings Inc.
+1-212-813-6027
Media Relations Contacts:
Kyle White
MarketAxess Holdings Inc.
+1-212-813-6355
Daniel Bradley
Cognito
+852 6145 7455
Exhibit 99.2
MARKETAXESS ANNOUNCES TRANSITION OF CHIEF FINANCIAL OFFICER
Christopher Gerosa, MarketAxess Head of Accounting and Finance, to succeed Tony DeLise as CFO
NEW YORK, July 19, 2021 – MarketAxess Holdings Inc. (Nasdaq: MKTX), the operator of a leading electronic trading platform for fixed-income securities, and the provider of market data and post-trade services for the global fixed-income markets, today announced that Tony DeLise will be transitioning from his position as Chief Financial Officer, effective August 1, 2021. Christopher Gerosa, the Company’s Head of Accounting and Finance, will succeed Mr. DeLise at that time.
Rick McVey, Chairman and CEO of MarketAxess commented, “Tony has been a thoughtful leader at every level of our organization by developing a strong, global finance function and embodying our principles of transparency and collaboration. His strategic mindset and high standards of leadership have helped steer our firm through the early days of electronic trading adoption to become the industry leader that we are today. On behalf of the Board of Directors and the entire company, I want to thank Tony for his unwavering commitment to our company and continued support.”
Mr. Gerosa has served as the Head of Accounting and Finance for MarketAxess since 2015 with global responsibility for accounting, tax, treasury management and financial planning and analysis functions. Prior to joining MarketAxess, Mr. Gerosa was the Chief Financial Officer of Primus Guaranty Ltd. from 2010 to 2014 and Corporate Treasurer from April 2007 to 2014. Mr. Gerosa joined Primus in 2003 and was an integral part of taking Primus public in 2004. Before joining Primus, he worked in the product controller areas of Deutsche Bank and Goldman Sachs. Mr. Gerosa began his professional career at Arthur Andersen. He served as a U.S. Army National Guard Infantry Officer after receiving his B.B.A. from the University of Notre Dame.
“Since joining MarketAxess over six years ago, Chris has added significant value to our global Finance team and has partnered closely with Tony on elevating our already high standards of sound financial accounting,” Rick McVey added. “As we look to fulfill our strategic vision of improving efficiency in global fixed income markets, Chris’ deep industry knowledge, sound leadership abilities and impressive financial acumen will be well served toward achieving our mission. I’d like to congratulate Chris on this well-deserved promotion.”
Mr. DeLise will be supporting the CFO transition over the balance of the year and will continue leading the Investor Relations and Corporate Development functions going forward.
# # #
About MarketAxess
MarketAxess operates a leading, institutional electronic trading platform delivering expanded liquidity opportunities, improved execution quality and significant cost savings across global fixed-income markets. A global network of over 1,800 firms, including the world’s leading asset managers and institutional broker-dealers, leverages MarketAxess’ patented trading technology to efficiently trade bonds. MarketAxess’ award-winning Open Trading® marketplace is regarded as the preferred all-to-all trading solution in the global credit markets, creating a unique liquidity pool for a broad range of credit market participants. Drawing on its deep data and analytical resources, MarketAxess provides automated trading solutions, market data products and a range of pre- and post-trade services. For more information, please visit www.marketaxess.com.
Cautionary Note Regarding Forward-Looking Statements
This press release may contain forward-looking statements, including statements about the outlook and prospects for Company and industry growth, as well as statements about the Company’s future financial and operating performance. These and other statements that relate to future results and events are based on MarketAxess’ current expectations. The Company’s actual results in future periods may differ materially from those currently expected or desired because of a number of risks and uncertainties, including: global economic, political and market factors; risks relating to the COVID-19 pandemic, including the possible effects of the economic conditions worldwide resulting from the COVID-19 pandemic; risks related to the U.K. exit from the European Union; the level of trading volume transacted on the MarketAxess platform; the rapidly evolving nature of the electronic financial services industry; the level and intensity of competition in the fixed-income electronic trading industry and the pricing pressures that may result; the variability of our growth rate; our ability to introduce new fee plans and our clients’ response; our ability to attract clients or adapt our technology and marketing strategy to new markets; risks related to our growing international operations; our dependence on our broker-dealer clients; the loss of any of our significant institutional investor clients; our exposure to risks resulting from non-performance by counterparties to transactions executed between our clients in which we act as an intermediary in matched principal trades; risks related to self-clearing; the effect of rapid market or technological changes on us and the users of our technology; our dependence on third-party suppliers for key products and services; our ability to successfully maintain the integrity of our trading platform and our response to system failures, capacity constraints and business interruptions; the occurrence of design defects, errors, failures or delays with our platforms; our vulnerability to cyber security risks; our actual or perceived failure to comply with privacy and data protection laws; our ability to protect our intellectual property rights or technology and defend against intellectual property infringement or other claims; our ability to enter into strategic alliances and to acquire other businesses and successfully integrate them with our business; our dependence on our management team and our ability to attract and retain talent; limitations on our flexibility because we operate in a highly regulated industry; the increasing government regulation of us and our clients; our exposure to costs and penalties related to our extensive regulation; our risks of litigation and securities laws liability; our future capital needs and our ability to obtain capital when needed; limitations on our operating flexibility contained in our credit agreement; and other factors. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. More information about these and other factors affecting MarketAxess’ business and prospects is contained in MarketAxess’ periodic filings with the Securities and Exchange Commission and can be accessed at www.marketaxess.com.
Media Relations Contacts:
Kyle White
MarketAxess Holdings Inc.
+1 212 813 6355
kwhite@marketaxess.com
William McBride
RF | Binder
+1 917 239 6726
MarketAxessPR@rfbinder.com
Investor Relations Contact:
David Cresci
MarketAxess Holdings Inc.
+1 212 813 6027
dcresci@marketaxess.com