Marketaxess Holdings Inc

This advisory (non‑binding) proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement. Management seeks shareholder affirmation of its pay program, which emphasizes performance-based and long-term equity compensation (50% PSUs and 50% time‑vested awards for most NEOs, with the CEO receiving half of the time‑based portion in stock options). The Compensation Committee ties annual cash incentives to adjusted operating income (a rigorous non‑GAAP metric) and PSUs to three metrics—U.S. credit market share, revenue growth excluding U.S. credit, and operating margin—measured over multi‑year periods, aiming to align executive incentives with strategic growth and profitability objectives. The Company highlights robust governance and pay practices—clawback policies, stock ownership guidelines, no single‑trigger CIC payments, and limited perquisites—and strong prior shareholder support (98% approval in 2025) as evidence of alignment. A FOR vote signals investor support for the Compensation Committee’s approach, preserving management flexibility in setting pay and reinforcing the link between long‑term stockholder value creation and executive rewards. An AGAINST vote would express stockholder dissatisfaction and could prompt further engagement and potential changes to plan design; however, the vote is advisory and non‑binding. The Board recommends FOR because it believes the mix of short‑ and long‑term incentives, rigorous performance metrics, and governance safeguards appropriately balance motivation, retention and risk management to drive sustained stockholder value. Given the Company’s recent disclosure of medium‑term targets and use of multi‑year PSUs, the say‑on‑pay is a focal point for assessing whether pay outcomes reflect strategic execution and financial performance over time.

The proponent seeks a bylaw amendment lowering the special‑meeting ownership threshold to 10% (or the lowest legally permitted) and removing any one‑year holding/record‑holder requirements, arguing the current 25% threshold is effectively unusable and that a 10% right would empower shareholders to address urgent governance or performance concerns; the proponent cites recent stock underperformance, cost pressures, competition and perceived market‑share challenges as justification. Management opposes, noting stockholders overwhelmingly approved a 25% threshold with a one‑year holding requirement in 2024 (≈88% support) and rejected similar lowering/removal proposals in 2025, and arguing that a 25% threshold with a holding period is consistent with market practice and protects against misuse by short‑term or narrowly interested holders. The Board emphasizes that lowering to 10% could allow one large institutional holder (two largest holders each ≈11%) or a small coalition to call special meetings unilaterally, increasing disruption, expense and strategic distraction; it also cites recent corporate actions (additional $400M repurchase authorization, $300M accelerated repurchase program, medium‑term targets and technology investments) as evidence management and the Board are actively addressing performance. The governance tradeoff centers on shareholder empowerment versus protection against frequent, costly, or opportunistic special meetings; empirical proxy‑season data and the Company’s holder base (high institutional concentration) weigh in management’s analysis. If adopted, the change would materially lower the bar for extraordinary meetings and could shift how activist or concerned shareholders influence corporate decision‑making; if rejected, the status quo preserves a higher threshold and holding requirement that the Board believes better serves long‑term stockholder interests. The Board recommends AGAINST on these bases, while proponents argue the change is a prudent check on governance given recent challenges.