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, up 31.6% YoY, reflecting strong operational performance and continued investment in technology and network expansion.

• The 2026 Annual Meeting will be held virtually on May 19, 2026, with voting available online, by phone, or by mail.

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 registered public accounting firm for FY26.

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

• Amendment to Certificate of Incorporation to limit liability of certain officers (Exculpation Amendment).

• Amendment to add a federal forum selection provision for Securities Act claims (Federal Forum Selection Amendment).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

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

• Board skills include capital markets, electronic trading, governance, risk management, financial expertise, global leadership, legal/regulatory, and M&A.

• Board leadership is separated between an independent Chairperson and CEO; strong lead independent director role.

• Annual board and committee evaluations, director overboarding policy, and stock ownership guidelines for senior management and directors.

• Active shareholder engagement, with over 70% of Class A shares (excluding index firms) engaged in 2025.