Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Director Appointment
Effective August 13, 2020, the Board of Directors (the "Board") of
Intercontinental Exchange, Inc. ("ICE") increased the size of the Board from 11
to 12 directors pursuant to the provisions of ICE's bylaws and appointed
Caroline Silver as a director of ICE. Ms. Silver has also been appointed to
serve as a director on the board of directors of ICE Clear Europe Limited
("ICEU"), a subsidiary of ICE.
Ms. Silver served as Managing Director and Partner at Moelis & Company
("Moelis"), an independent advisory firm, from 2009 until January 2020. She
currently serves as an advisory partner at Moelis. Before joining Moelis, Ms.
Silver served as Vice Chairman of Investment Banking at Merrill Lynch (now Bank
of America Merrill Lynch) from 2008 to 2009. Prior to that, Ms. Silver spent 14
years at Morgan Stanley, leading the European financial services investment
banking business and was Vice Chairman when she departed in 2008. She started
her banking career in the City of London in 1987, working for British merchant
bank Morgan Grenfell. Since 2017, Ms. Silver has served as Chair of the Board of
Directors of PZ Cussons PLC. In addition, she currently serves on the Board of
Directors of BUPA and Meggitt PLC. Ms. Silver earned a Bachelor of Arts degree
in English Literature from Durham University in the United Kingdom. She is a
qualified Chartered Accountant.
The Nominating and Corporate Governance Committee and the Board of ICE have
determined that Ms. Silver qualifies as an independent director and meets the
applicable independence requirements of ICE, the New York Stock Exchange and the
Securities and Exchange Commission. Ms. Silver is not a party to any transaction
with ICE that would require disclosure under Item 404(a) of Regulation S-K, and
there are no arrangements or understandings between Ms. Silver and any other
persons pursuant to which she was selected as a director. As of the time of the
filing of this Current Report on Form 8-K, the Board of ICE has not determined
the committees, if any, to which Ms. Silver may be appointed.
Ms. Silver will participate in ICE's non-employee director compensation
arrangements, which provide for: (1) an annual cash retainer for Board service
of $100,000 and (2) an annual grant of $185,000 in the form of ICE restricted
stock units that vest one year from the date of grant with the number of units
calculated at the time of grant by dividing the annual grant value by the
closing price of ICE's common stock on the date of grant. Ms. Silver will also
participate in ICEU's non-employee director compensation arrangements, which
provide for: (1) an annual cash retainer of £70,000; and (2) an annual grant of
$25,000 in the form of ICE restricted stock units that vest one year from the
date of grant with the number of units calculated at the time of grant by
dividing the annual grant value by the closing price of ICE's common stock on
the date of grant. In connection with her appointment to the Board, Ms. Silver
entered into the Agreement Relating to Noncompetition and Other Covenants with
ICE, which all other non-employee directors of ICE are party to, which was
previously disclosed in our Current Report on Form 8-K, filed on May 17, 2016.
If Ms. Silver is appointed to serve on a committee of the Board of ICE and/or a
committee of the board of directors of ICEU, she will be entitled to additional
cash compensation in connection with such committee service. Ms. Silver will
also be reimbursed for reasonable out-of-pocket expenses incurred in connection
with attending meetings of the Board of ICE and the board of directors of ICEU.
Item 7.01 Regulation FD Disclosure
On August 13, 2020, ICE issued a press release announcing Ms. Silver's
appointment to the Board. A copy of this press release is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934 except as may be
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished as part of this Current Report on Form 8-K:
99.1 Press Release dated as of August 13, 2020.
104 The cover page from Intercontinental Exchange, Inc.'s Current Report on Form
8-K, formatted in Inline XBRL.
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