Marketaxess Holdings Inc

1. 1

   Merger Agreement Proposal

   ManagementBoard: FOR

   Adopt the July 29, 2026 Agreement and Plan of Merger among MarketAxess Holdings Inc., Intercontinental Exchange, Inc. and Igloo Merger Sub II, Inc., under which Merger Sub will merge with and into MarketAxess, with MarketAxess surviving as a wholly owned subsidiary of Intercontinental Exchange and shareholders receiving $167.00 per share in cash, subject to the agreement's conditions.

   More detail

   The proposal asks stockholders to adopt the merger agreement with Intercontinental Exchange, Inc. and its wholly owned merger subsidiary. If approved and the other conditions are satisfied, Igloo Merger Sub II will merge into MarketAxess, which will survive as a wholly owned subsidiary of Intercontinental Exchange. Each eligible outstanding share will be converted into the right to receive $167.00 in cash without interest, subject to withholding and appraisal rights. The Board is seeking approval because the transaction would provide immediate certainty of value and liquidity while eliminating exposure to MarketAxess’s standalone operating and market risks. The Board emphasized that the consideration represented approximately a 33% premium to the July 29, 2026 closing price and, following negotiations, was the highest price Parent was willing to pay. It also considered MarketAxess’s standalone projections, competitive pressures, macroeconomic uncertainty, historical valuation, and the availability and risks of alternative strategic paths. The Board relied in part on J.P. Morgan’s opinion that the consideration was fair from a financial point of view to the holders of Company common stock. The agreement contains customary fiduciary exceptions, termination rights, regulatory conditions, appraisal rights, and a $148.8 million Company termination fee, while Parent’s obligations are not subject to a financing condition. The Board unanimously recommends voting FOR because it concluded that the transaction’s benefits outweighed the risks of losing future participation in MarketAxess’s growth, regulatory uncertainty, interim operating restrictions, and the possibility that the merger may not close.

2. 2

   Merger-Related Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation that may be paid or become payable to MarketAxess named executive officers that is based on or otherwise relates to the merger and other transactions.

   More detail

   The proposal asks stockholders to approve, on a non-binding advisory basis, compensation that may be paid or become payable to MarketAxess’s named executive officers because of or in connection with the merger. The compensation is disclosed under Item 402(t) of Regulation S-K and includes transaction-related cash severance, equity award treatment, accelerated vesting, dividend equivalents, and specified benefits. The amounts are estimates based on an assumed August 25, 2026 closing, a $167.00 per-share consideration, target performance for outstanding PSUs, current salaries and bonuses, and qualifying terminations immediately after closing. The proposal is required by Section 14A of the Exchange Act and related SEC rules for a transaction of this type. Approval is not a condition to completing the merger and does not bind MarketAxess, the Board, Parent, or their subsidiaries. If the merger is approved and completed, the covered compensation may be paid even if stockholders reject this advisory proposal, subject to the applicable contractual arrangements and merger conditions. The disclosure identifies substantial potential payments for current executives, including cash severance and equity-related consideration, while former executive Naineshkumar S. Panchal may receive value from outstanding awards but no additional merger-related severance. The Board was aware of the executives’ potentially different interests and considered those interests when approving the transaction and making its recommendations. The Board unanimously recommends voting FOR because the compensation reflects existing employment, severance, equity, and benefit arrangements that govern the executives’ treatment in the transaction.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the special meeting to a later date or time if necessary to provide supplemental or amended disclosure or to solicit additional proxies for the Merger Agreement Proposal.

   More detail

   The proposal asks stockholders to authorize adjournment of the special meeting to a later date or time. The stated purposes are to give stockholders reasonable time to review any necessary supplemental or amended proxy disclosure or to solicit additional proxies for the merger agreement proposal. The authority could be used if the Company lacks sufficient votes to adopt the merger agreement at the scheduled meeting. It could also be relevant if a quorum is not present. The proposal would permit additional solicitation, including from stockholders who previously submitted proxies against the merger agreement, except for matters on which voting has already occurred and the polls have closed. Approval of the adjournment proposal is not a condition to completion of the merger. The vote requires approval by a majority of the voting power present in person or represented by proxy and entitled to vote, assuming a quorum. Abstentions count as votes against, while failure to vote has no effect assuming a quorum is present. The Board recommends voting FOR because adjournment provides procedural flexibility to address disclosure needs, quorum issues, or an insufficient vote on the principal merger proposal.

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When is the Marketaxess Holdings Inc 2026 special meeting?

Marketaxess Holdings Inc (MKTX) holds its 2026 special shareholder meeting on Thursday, October 29, 2026.

What is the record date for the Marketaxess Holdings Inc 2026 meeting?

The record date for the Marketaxess Holdings Inc 2026 meeting is Wednesday, September 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Marketaxess Holdings Inc's 2026 meeting?

The board is presenting 11 director nominees at the Marketaxess Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Marketaxess Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Marketaxess Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.