Tradeweb Markets Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   To elect three Class I director nominees (Scott Ganeles, Catherine Johnson and Daniel Maguire) each for a three-year term expiring in 2029.

2. 2

   Ratification of Auditor (Deloitte & Touche LLP

   ManagementBoard: FOR

   To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement.

4. 4

   Exculpation Amendment

   ManagementBoard: FOR

   Amend the Certificate of Incorporation to limit monetary liability of certain officers as permitted by Section 102(b)(7) of the Delaware General Corporation Law and make clarifying technical changes.

   More detail

   The Exculpation Amendment asks shareholders to approve an amendment to the Company’s Certificate of Incorporation to add statutory exculpation for certain officers to the same degree directors are exculpated under Delaware law, specifically Section 102(b)(7) of the DGCL. Management seeks approval to limit monetary liability of specified ‘covered officers’—including C-suite roles and those identified as most highly compensated or consented to in writing for service of process—solely with respect to direct claims for breach of the fiduciary duty of care brought by stockholders, while preserving liability for claims brought by the Company, derivative claims, duty of loyalty breaches, bad faith or intentional misconduct, knowing violations of law, or transactions involving improper personal benefit. The proposal also makes technical clarifications related to recent DGCL amendments (notably Section 242(d)) regarding authorized share capital adjustments. Management argues this amendment is narrowly tailored, aligned with a statutory change, and intended to enhance the Company’s ability to attract and retain experienced executives and reduce litigation distraction and costs. The Board unanimously recommends a “FOR” vote, noting the amendment’s limited scope and safeguards; key counterarguments include concerns about reducing accountability for officers and potential diminution of stockholder remedies in care-based claims. In evaluating this proposal, analysts should weigh the narrow statutory carve-out being requested, the high bar preserved for disallowing exculpation (e.g., loyalty and bad faith exceptions), the company’s existing governance structure and majority-controlling stockholder dynamics, and whether insulating officers from care-based liability materially changes executives’ risk calculus or stockholder protections. Given the company’s controlled status and LSEG’s continued influence, it is also relevant to consider how exculpation might interact with related-party governance and whether it materially shifts litigation risk or CEO/officer incentives. Overall, the Board’s rationale for competitiveness in hiring and retention is credible, but the change reduces a narrow category of officer accountability and should be weighed against the company’s already protective governance arrangements and the continued availability of remedies for more culpable misconduct.

5. 5

   Federal Forum Selection Amendment

   ManagementBoard: FOR

   Amend the Certificate of Incorporation to add an exclusive federal forum selection clause for Securities Act claims, directing Securities Act claims to U.S. federal district courts and making related clarifying changes to the Delaware forum selection provision.

   More detail

   The Federal Forum Selection Amendment requests shareholder approval to amend the Certificate of Incorporation to designate U.S. federal district courts as the exclusive forum for claims arising under the Securities Act. Management’s rationale is to prevent forum shopping, avoid parallel litigation in state and federal courts, reduce duplication and inconsistent rulings, and utilize federal courts’ experience with Securities Act claims. The amendment also clarifies and reorganizes the existing Delaware forum provisions, specifying that other internal affairs and fiduciary claims remain subject to Delaware courts while separating Securities Act claims into the federal forum clause. The board recommends a “FOR” vote, citing prospective litigation efficiency and predictability. Analysts evaluating the proposal should weigh the benefits of reduced multi-forum litigation costs and predictable procedural outcomes against potential stockholder concerns regarding access to state courts, judicial forum choice limitations, and how the provision may affect plaintiffs’ ability to bring suits in certain favorable jurisdictions. Considerations include the company’s national shareholder base, the permissiveness of federal venue selection, and whether similar provisions are customary among peer companies; overall, federal forum clauses are increasingly common and courts have generally upheld them in many contexts, but outcomes may vary by jurisdiction and the precise wording of the clause.

Upcoming shareholder meetings at Tradeweb Markets Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Tradeweb Markets Inc 2026 annual meeting?

Tradeweb Markets Inc (TW) holds its 2026 annual shareholder meeting on Tuesday, May 19, 2026.

What is the record date for the Tradeweb Markets Inc 2026 meeting?

The record date for the Tradeweb Markets Inc 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Tradeweb Markets Inc's 2026 meeting?

The board is presenting 3 director nominees at the Tradeweb Markets Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Tradeweb Markets Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Tradeweb Markets Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.