Intercontinental Exchange (ICE) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 15, 2026, allowing shareholders to participate remotely and vote electronically.

• Proxy materials are distributed primarily via internet access to reduce environmental impact and costs, with paper copies available upon request.

• Shareholders will vote on the election of eleven directors, an advisory say-on-pay resolution, amendments to the certificate of incorporation for regulatory compliance, ratification of the external auditor, and a shareholder proposal regarding an independent board chairman.

• The Board recommends voting for all management proposals and against the shareholder proposal for an independent board chairman.

Voting matters and shareholder proposals

• Proposals include: election of eleven directors, advisory approval of executive compensation, amendments to the certificate of incorporation, ratification of Ernst & Young LLP as auditor, and a shareholder proposal for an independent board chairman.

• The Board unanimously recommends voting for all management proposals and against the shareholder proposal.

• The shareholder proposal seeks to require an independent board chairman, citing governance and performance concerns; the Board opposes this, citing effective current structure and flexibility.

Board of directors and corporate governance

• Eleven director nominees are proposed, including one new nominee, with nine considered independent under NYSE standards.

• The Board is led by a combined Chair/CEO and a Lead Independent Director with robust responsibilities.

• Recent board refreshment includes the addition of directors with diverse backgrounds in government, finance, technology, and international business.

• Committees include Audit, Compensation, Nominating & Corporate Governance, and Risk, all composed of independent directors.

• Annual board and committee evaluations and succession planning are conducted, with a focus on diversity and relevant expertise.