MarketAxess (MKTX) Proxy filing summary

Executive summary

• A special meeting will be held virtually for shareholders to vote on the proposed merger with Intercontinental Exchange, Inc. (ICE), where MarketAxess will 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 fit, and a significant premium to recent trading prices.

• J.P. Morgan provided a fairness opinion, concluding the merger consideration is fair from a financial perspective.

• The merger is expected to close in the first half of 2027, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Shareholders will vote on: (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 disclosures.

• 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.

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

• The board’s recommendation is based on advice from legal and financial advisors and management.