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, vote, and submit questions online. Proxy materials are distributed primarily via internet access to reduce environmental impact and costs.

• Shareholders will vote on the election of eleven directors, an advisory resolution on executive compensation, amendments to the certificate of incorporation for regulatory compliance, ratification of the independent 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 say-on-pay, amendments to the certificate of incorporation to supplement voting and ownership limitations, ratification of Ernst & Young LLP as auditor, and a shareholder proposal for an independent board chairman.

• The Board 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 new appointments to enhance skills in international business, policy, and capital markets.

• 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.