MarketAxess (MKTX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2026, and will be held virtually, allowing shareholders to vote and submit questions online.

• Shareholders will vote on the election of 12 directors, ratification of the independent auditor, an advisory say-on-pay vote, and a shareholder proposal regarding special meeting rights.

• The board recommends voting for all director nominees, for the auditor ratification and say-on-pay, and against the shareholder proposal.

Voting matters and shareholder proposals

• Proposal 1: Election of 12 directors for terms expiring at the 2027 annual meeting.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Proposal 3: Advisory approval of executive compensation (say-on-pay).

• Proposal 4: Shareholder proposal to lower the threshold for calling a special meeting from 25% to 10% ownership, which the board opposes.

Board of directors and corporate governance

• 11 of 12 directors are independent; the board chair is independent and separate from the CEO.

• Board committees (Audit, Compensation & Talent, Finance, Nominating & Governance, Risk) are composed entirely of independent directors.

• The board regularly refreshes its membership, adding four new directors since 2023.

• Directors are elected annually, and majority voting standards apply in uncontested elections.

• Stockholders can recommend director candidates and have rights to act by written consent and call special meetings (currently at 25% ownership for at least one year).