Tradeweb Markets (TW) Proxy Filing summary

Executive summary

• Reported FY25 revenues of $2.1B, up 18.9% YoY, with adjusted EBITDA margin at 54.0% (+64 bps YoY) and adjusted net income of $825.3M (+18.7% YoY).

• Free cash flow reached $1.1B (+31.6% YoY), marking the 26th consecutive year of revenue growth.

• The annual meeting is scheduled for May 19, 2026, to be held virtually.

Voting matters and shareholder proposals

• Election of three Class I directors for three-year terms until the 2029 annual meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for FY26.

• Advisory vote on executive compensation (say-on-pay).

• Approval of amendments to the Certificate of Incorporation: (1) to limit liability of certain officers (Exculpation Amendment), and (2) to add a federal forum selection provision for Securities Act claims.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 11 directors, 55% independent, with an average tenure of 4.4 years.

• Board skills include capital markets, electronic trading, governance, risk management, financial expertise, and global leadership.

• Majority independent board, independent chairperson, and strong lead independent director role.

• Annual board and committee evaluations, stock ownership guidelines, and robust whistleblowing procedures.

• LSEG, as controlling stockholder, designates board nominees per stockholders agreement.