MarketAxess (MKTX) Proxy filing summary

Executive summary

• A special meeting is scheduled for October 29, 2026, to vote on a proposed merger with Intercontinental Exchange, Inc. (ICE), where MarketAxess would become a wholly owned subsidiary of ICE at $167.00 per share in cash.

• The board unanimously recommends approval of the merger, citing fairness, strategic value, and a significant premium to recent trading prices.

• J.P. Morgan provided a fairness opinion supporting the transaction, and the merger is expected to close in the first half of 2027, pending regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) adoption of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more time is needed for voting or information.

• Approval of the merger requires a majority of outstanding shares; abstentions and non-votes count as votes against.

• Appraisal rights are available for shareholders who dissent and follow Delaware law procedures.

Board of directors and corporate governance

• The board, after extensive review and negotiations, determined the merger is in the best interests of shareholders and provides immediate value.

• The board considered strategic alternatives, market conditions, and the negotiation process, concluding the merger consideration is the best value reasonably obtainable.