Intercontinental Exchange Inc

This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s named executive officer compensation as disclosed in the Proxy Statement, including the Compensation Discussion & Analysis and related tables. Management seeks shareholder approval to confirm support for its pay philosophy and the design and outcomes of its cash and equity incentive programs, which emphasize long‑term alignment through multi‑year PSUs and RSUs and a majority of variable, performance‑based pay. The Compensation Committee highlights changes made since 2023, including elimination of one-year EBITDA PSUs in favor of three‑year performance measures and the use of TSR- and year‑three EBITDA‑based PSUs to better align pay with long‑term shareholder value. The vote is advisory and non‑binding, but the Compensation Committee states it will consider the outcome in future compensation decisions and in ongoing stockholder engagement. Historically, say‑on‑pay support increased to approximately 94% in 2025 after program changes, which the Board cites as evidence of stockholder endorsement. A vote FOR signals continued stockholder support for management’s compensation approach and allows the Board to claim mandate for its current practices; a vote AGAINST would signal significant investor concerns and prompt further engagement and potential design changes. The Board recommends FOR because it believes the compensation programs appropriately balance pay‑for‑performance, retention needs, clawbacks, ownership requirements and risk mitigation. Given ICE’s recent strong financial performance and the Compensation Committee’s governance processes, the Board argues that the current program is effective; however, shareholders should weigh program details, long‑term incentive metrics, and one‑time or special awards when forming a judgment.

This management proposal seeks shareholder approval to adopt an amended Certificate of Incorporation that supplements the Company’s existing ownership and voting limitations to address SEC feedback related to ICE’s control of registered national securities exchanges and security‑based swap execution facilities (SBSEFs). The amendments are procedural and regulatory in nature: they add clarifying language regarding voting and ownership caps (including SBSEF‑specific voting and concentration limits), quorum treatment of shares exceeding limits, and the necessity to obtain SEC review or approval for amendments while ICE controls an Exchange. Management explains these changes follow the SEC’s review of previously adopted 2025 amendments and are intended to ensure compliance with Regulation SE and related SEC rules governing SBSEFs and exchanges. The Board argues that the amendments preserve regulatory compliance, protect the ability of controlled exchanges to discharge statutory obligations, and include mechanisms for board‑level review and SEC filing/approval where exceptions are sought. A FOR vote authorizes the Company to file the Eighth Amended and Restated Certificate of Incorporation with the SEC and Delaware, subject to any additional SEC approvals; a failure to approve would leave the Company’s Certificate of Incorporation as currently drafted and could necessitate alternative remediation with the SEC. The Board unanimously recommends FOR, citing the need to conform ICE’s charter documents to applicable regulatory expectations and to avoid potential issues for exchanges the Company controls. Analysts and investors should view this as a governance and regulatory housekeeping proposal rather than a business strategy decision, though its adoption affects potential future ownership/voting accommodations and the mechanics for granting waivers under narrow regulatory conditions.

The shareholder proposal requests that the Board adopt a policy requiring the separation of the Chair and CEO roles and that the Chair be an independent director, arguing this would strengthen impartial oversight, accountability and shareholder confidence. The proponent, John Chevedden, supports the change by citing 2025 operational and market headwinds (slower trading volumes, Mortgage Technology pressures, expense increases) and other concerns such as insider selling and analyst downgrades, framing an independent chair as a governance remedy. Management opposes the proposal: the Board contends the combined Chair/CEO structure has delivered strong financial performance and that flexibility to determine leadership structure case-by-case is essential for directors to fulfill fiduciary duties. The Board highlights the robust authority and duties of the Lead Independent Director (Thomas Noonan), stockholder engagement showing no widespread concerns, ongoing board refreshment, and governance safeguards (annual director elections, proxy access, majority vote standard) as substitutes for a mandatory independent chair. The contest therefore centers on governance design versus board discretion: proponents emphasize structural independence as a remedy for perceived governance and performance risks, while the Board emphasizes continuity, CEO institutional knowledge, and the Lead Independent Director’s active role. For investors evaluating the trade-offs, material considerations include the CEO’s long tenure and historical performance record, recent business challenges and market reactions, the practical effectiveness of the Lead Independent Director role, and the extent to which an independent chair would materially change oversight in practice versus form. The Board recommends a vote AGAINST; a successful shareholder vote would impose a binding policy change to the Company’s governance documents.