t68622_8k.htm
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): August 4, 2010
INTERCONTINENTALEXCHANGE,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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001-32671
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58-2555670
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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2100
RiverEdge Parkway, Suite 500, Atlanta, Georgia 30328
(Address
of Principal Executive Offices)(Zip Code)
Registrant’s
telephone number, including area code (770) 857-4700
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 (see
General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02. Results of Operations and Financial Condition.
On August 4, 2010,
IntercontinentalExchange, Inc. (“ICE”) announced its financial results for the
fiscal quarter ended June 30, 2010. A copy of ICE’s press release
announcing such financial results is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
The information contained
herein, including the attached press release, is furnished pursuant to Item 2.02
of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933 or the Securities Exchange Act of
1934 except as may be expressly set forth by specific reference in such
filing.
Item
8.01. Other Events.
ICE
announced that Chairman and Chief Executive Officer, Jeffrey C. Sprecher,
adopted a pre-arranged stock trading plan in May 2010 pursuant to
guidelines specified under Rule 10b5-1 of the Securities Exchange Act of
1934. The pre-arranged plan was adopted by Continental Power Exchange, Inc.
(“CPEX”). Mr. Sprecher owns 100% of the equity interest in CPEX
and CPEX has no operations and no assets other than its equity interest in
ICE. The trading plan will enable Mr. Sprecher to implement
certain tax planning measures, diversify his personal investment portfolio, and
pay income taxes incurred in connection with equity awards. The sales under this
plan represent less than 10% of Mr. Sprecher’s combined direct and indirect
holdings of stock, restricted stock and stock options.
Under the
ICE Stock Ownership Policy, Mr. Sprecher is required to hold ten times his base
salary in ICE securities. After the sales contemplated in the stock
trading plan, Mr. Sprecher will continue to hold approximately 185 times his
base salary in ICE securities under the Stock Ownership Policy. The plan was
adopted during an authorized trading period. Under Rule 10b5-1 trading plans,
trades may be executed at times when an officer is in possession of material
non-public information provided the trade is executed based on the application
of a formula or binding instructions determined at the time the trading plan was
arranged and the trading plan was entered into at a time when the officer was
not in possession of material non-public information.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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99.1
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Press Release dated
August 4, 2010
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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.
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INTERCONTINENTALEXCHANGE,
INC.
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Date: August
4, 2010
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/s/
Scott A.
Hill |
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Scott
A. Hill
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Senior
Vice President and Chief Financial
Officer
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