Miami International (MIAX) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 16, 2026, with voting on key proposals including director elections, executive compensation, auditor ratification, and advisory votes on compensation frequency.

• Shareholders can vote online, by phone, mail, or during the meeting, with detailed instructions provided for participation and proxy submission.

• The proxy statement includes forward-looking statements and outlines risks, with references to the annual report and SEC filings for further information.

Voting matters and shareholder proposals

• Shareholders will vote on electing 15 directors, approving executive compensation (say-on-pay), determining the frequency of future say-on-pay votes, and ratifying KPMG as the independent auditor.

• The board recommends voting FOR all director nominees, FOR executive compensation, THREE YEARS for say-on-pay frequency, and FOR auditor ratification.

• Voting results will be announced at the meeting and filed with the SEC.

• Shareholder proposals for the 2027 meeting must be submitted by December 28, 2026, with director nominations following specific by-law procedures.

Board of directors and corporate governance

• The board consists of 15 directors, with annual elections and no term limits.

• Director qualifications emphasize integrity, experience, and industry knowledge.

• A majority of directors are independent per NYSE and SEC rules; committee memberships and leadership are reviewed annually.

• The board has standing committees: Audit, Compensation, Nominating and Corporate Governance, and Risk, each with defined charters and responsibilities.

• Succession planning, information security, and risk oversight are key board responsibilities.

• Corporate governance principles and codes of conduct/ethics are in place, with policies on insider trading and compensation recovery.