t73659_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): May 18, 2012
 
INTERCONTINENTALEXCHANGE, INC.
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
Delaware
 
001-32671
 
58-2555670
(State or other jurisdiction of
incorporation)
 
(Commission
File No.)
 
(I.R.S. Employer Identification
Number)
 
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 registrants 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 5.07.  Submission of Matters to a Vote of Security Holders
 
(a) The Annual Meeting of Stockholders of IntercontinentalExchange, Inc. was held on May 18, 2012.
 
(b) The results of the matters submitted to a stockholder vote at the Annual Meeting are as follows:
 
1. Election of Directors:  Our stockholders elected the following eleven directors to each serve a one-year term expiring on the date of the 2013 Annual Meeting of Stockholders or until his or her successor has been duly chosen and qualified:
 
 
For
Against
Abstain
Broker Non-Votes
Charles R. Crisp
57,292,146
862,149
19,861
3,025,722
Jean-Marc Forneri
57,418,673
738,975
16,508
3,025,722
Senator Judd A. Gregg
57,454,279
703,699
16,178
3,025,722
Fred W. Hatfield
57,419,661
737,983
16,512
3,025,722
Terrence F. Martell, Ph.D
57,454,230
703,421
16,505
3,025,722
Sir Callum McCarthy
57,422,723
710,936
40,497
3,025,722
Sir Robert Reid
56,677,119
1,480,837
16,200
3,025,722
Frederic V. Salerno
44,492,152
13,665,889
16,115
3,025,722
Jeffrey C. Sprecher
55,863,581
2,291,250
19,325
3,025,722
Judith A. Sprieser
52,827,474
5,306,868
39,814
3,025,722
Vincent Tese
46,574,869
11,558,118
41,169
3,025,722

 
2.  Advisory Resolution on Executive Compensation:  Our stockholders approved the proposal on executive compensation.  As previously disclosed, our Board of Directors has determined to hold advisory votes on executive compensation annually.
 
For
Against
Abstain
Broker Non-Votes
57,292,576
770,150
111,430
3,025,722

 
3.  Ratification of Appointment of Independent Registered Public Accounting Firm: Our stockholders ratified the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.
 
For
Against
Abstain
60,077,209
1,115,700
6,969

 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 
     
 
INTERCONTINENTALEXCHANGE, INC.
   
   
Date: May 22, 2012
By:
/s/ Scott A. Hill
   
Scott A. Hill
   
Senior Vice President, Chief Financial Officer