8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2021

MarketAxess Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-34091

52-2230784

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

55 Hudson Yards

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 813-6000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.003 per share

MKTX

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders

On June 9, 2021, MarketAxess Holdings Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). A total of 34,308,505 shares of common stock were present or represented by proxy at the 2021 Annual Meeting, representing 91.22% of the issued and outstanding shares entitled to vote at the meeting. The proposals voted upon and the final results of the vote were as follows:

Proposal 1 — Election of Directors. The results were as follows:


Director	For	Against	Abstain	Broker Non-Votes
Richard M. McVey	32,006,489	949,434	316,409	1,036,173
Nancy Altobello	33,128,295	139,244	4,793	1,036,173
Steven L. Begleiter	32,819,903	447,354	5,075	1,036,173
Stephen P. Casper	32,095,170	1,164,217	12,945	1,036,173
Jane Chwick	32,988,112	279,218	5,002	1,036,173
Christopher R. Concannon	32,974,353	284,760	13,219	1,036,173
William F. Cruger	31,576,367	1,691,269	4,696	1,036,173
Kourtney Gibson	33,239,279	28,134	4,919	1,036,173
Justin G. Gmelich	33,173,853	93,178	5,301	1,036,173
Richard G. Ketchum	33,238,964	28,637	4,731	1,036,173
Emily H. Portney	33,112,723	29,473	130,136	1,036,173
Richard L. Prager	33,239,220	28,499	4,613	1,036,173

Proposal 2 — Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The results were as follows:


For	Against	Abstain
33,082,284	1,148,939	77,282

Proposal 3 — Advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the SEC’s compensation disclosure rules (referred to as the “say-on-pay” proposal). The results were as follows:


For	Against	Abstain	Broker Non-Votes
31,998,499	1,264,305	9,528	1,036,173

For more information on the 2021 Annual Meeting and the foregoing proposals, see the Company’s 2021 Proxy Statement.


	MARKETAXESS HOLDINGS INC.

Date: June 10, 2021	By:	/s/ Scott Pintoff
	Name:	Scott Pintoff
	Title:	General Counsel and Secretary