8-K
Marketaxess Holdings Inc (MKTX)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 2020
MarketAxess Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-34091 | 52-2230784 |
|---|---|---|
| (State or other jurisdiction of<br> <br>incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
55 Hudson Yards
New York, New York 10001
(Address of principal executive offices, including zip code)
(212) 813-6000
(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)) |
| --- | --- |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.003 per share | MKTX | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
(d) Election of Directors
On July 16, 2020, the Board of Directors of MarketAxess Holdings Inc. (the “Company”) elected Kourtney Gibson to serve on the Company’s Board of Directors, effective July 16, 2020. The Board of Directors determined that Ms. Gibson is independent under applicable rules, including for purposes of service on the Audit Committee. The Board of Directors appointed Ms. Gibson as a member of the Company’s Audit Committee.
There were no arrangements or understandings pursuant to which Ms. Gibson was elected as a director of the Company. There were no transactions since the beginning of the Company’s last fiscal year, or any 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 Ms. Gibson had, or will have, a direct or indirect material interest.
Ms. Gibson will 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 29, 2020.
| Item 7.01 | Regulation FD Disclosure |
|---|
On July 21, 2020, the Company issued a press release announcing Ms. Gibson’s election, which is attached hereto as exhibit 99.1 and is incorporated by reference into this Item 7.01.
The information included in this Current Report on Form 8-K (including Exhibit 99.1 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 Exhibit 99.1 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 21, 2020. |
| --- | --- |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
| --- | --- |
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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 21, 2020 | By: | /s/ Scott Pintoff |
| Name: | Scott Pintoff | |
| Title: | General Counsel and Secretary |
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EX-99.1
Exhibit 99.1
Kourtney Gibson Elected to MarketAxess Board of Directors
NEW YORK, July 21, 2020 — 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 Kourtney Gibson to its Board of Directors, effective July 16, 2020.
Ms. Gibson is President of Loop Capital Markets, one of the largest privately-held investment banking, brokerage and advisory firms headquartered in the U.S., which provides capital solutions for corporate, government and institutional clients. She started with Loop Capital in 1997 as an intern and rose to become head of both the firm’s equity and taxable fixed income divisions. Ms. Gibson currently oversees brand-building efforts at Loop Capital, with a focus on growing and strengthening strategic client relationships across the firm’s business lines. In addition, Ms. Gibson identifies and pursues firm-wide opportunities for growth and operational improvement. She is a member of The Economic Club of Chicago and the Treasury Market Practices Group sponsored by the Federal Reserve Bank of New York. Ms. Gibson is also a CNBC TV contributor.
Rick McVey, Chairman and Chief Executive Office, said: “Kourtney’s breadth of experience will bring valuable perspectives on changes in the capital markets as we chart our growth strategy for the years ahead. Given her dynamic background in both equity and fixed income markets, and her broad-based investor client relationships, she is an ideal addition to our board. Kourtney is a respected voice in the industry and I am looking forward to working with her.”
Ms. Gibson said: “MarketAxess stands out as one of the most successful growth companies in financial technology, delivering valuable innovations that have strengthened the efficiency and resilience of global fixed income markets. I am excited to join Rick and the rest of the board at MarketAxess as they pursue the many opportunities still in front of the company in the years ahead.”
Ms. Gibson received a Masters in Business Administration from Northwestern University’s Kellogg School of Management and a Bachelor of Business Administration from the University of Miami. Ms. Gibson sits on the board of trustees at the University of Miami, where she serves on the Executive Committee and Investment Committee, and Viterbo University, where she serves on the Finance Committee. She also serves on the board of the Dibia Dream Foundation and is Chairman of the board of the Chicago Scholars Foundation.
MarketAxess increased the size of its Board to 13 directors to accommodate Ms. Gibson’s election, following the addition of Nancy Altobello, Richie Prager and Justin Gmelich to the board in 2019.
-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 1,700 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.
MarketAxess is headquartered in New York and has offices in London, Amsterdam, Boston, Chicago, Los Angeles, Miami, Salt Lake City, San Francisco, São Paulo, Hong Kong and Singapore. For more information, please visit www.marketaxess.com.
Investor Relations Contact:
David Cresci
MarketAxess Holdings Inc.
+1-212-813-6027
Media Relations Contact:
Kyle White
MarketAxess Holdings Inc.
+1-212-813-6355