At the NYSE Euronext (NYX) annual stockholders’ meeting held on April 25, 2013:
- 16 director nominees received a majority of votes cast, with an average approval rate of 96.35% of votes cast,
- Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2013,
- Stockholders approved on an advisory, non-binding basis, the Company’s executive compensation,
- Stockholders approved a Company proposal amending and restating the Company’s Omnibus Incentive Plan,
- Stockholders reapproved the performance goals under the Company’s Omnibus Incentive Plan,
- Stockholders did not approve a Company proposal amending certain provisions in the Company’s Amended and Restated Certificate of Incorporation (Charter) to allow stockholders to call special meetings (Special Meeting Proposal), and
- Stockholders did not approve a Company proposal amending certain provisions in the Company’s Charter to allow stockholders to act by written consent (Written Consent Proposal).
To be approved, the Special Meeting Proposal and the Written Consent Proposal each required the affirmative vote of not less than 80% of the shares of our outstanding stock entitled to be voted at the annual meeting. The Special Meeting Proposal received the support of 99.39% of the shares of our outstanding stock actually voted at the meeting, but only 63.78% of the shares of our outstanding stock entitled to be voted, and therefore the proposal was not approved. The Written Consent Proposal received the support of 97.84% of the shares of our outstanding stock actually voted at the meeting, but only 62.79% of the shares of our outstanding stock entitled to be voted, and therefore the proposal was not approved.
The Company’s Inspector of Elections, MacKenzie Partners, Inc., informed the Company of the following stockholder vote results:
The stockholders elected the following persons to the Board of Directors:
Director |
For |
Against |
Abstain |
Jan-Michiel Hessels (Chairman) |
151,172,140 |
3,750,378 |
827,937 |
Marshall N. Carter (Deputy Chairman) |
151,738,256 |
3,252,684 |
759,515 |
Duncan L. Niederauer (Chief Executive Officer) |
151,518,813 |
3,486,768 |
744,874 |
Dominique Cerutti (President & Deputy Chief Executive Officer) |
151,286,397 |
3,707,703 |
756,355 |
André Bergen |
151,908,173 |
3,028,523 |
813,759 |
Ellyn L. Brown |
151,884,213 |
3,110,006 |
756,236 |
Sir George Cox |
151,259,322 |
3,725,870 |
765,263 |
Sylvain Hefes |
149,642,552 |
5,347,815 |
760,088 |
Lawrence E. Leibowitz (Chief Operating Officer) |
153,411,657 |
1,582,570 |
756,228 |
Duncan M. McFarland |
145,940,728 |
9,033,568 |
776,159 |
James J. McNulty |
145,968,544 |
9,023,732 |
758,179 |
Luís Maria Viana Palha da Silva |
153,082,621 |
1,906,126 |
761,708 |
Robert G. Scott |
151,771,293 |
3,219,892 |
759,270 |
Jackson P. Tai |
143,957,388 |
10,991,026 |
802,041 |
Rijnhard van Tets |
150,928,097 |
4,038,469 |
783,889 |
Sir Brian Williamson |
145,459,865 |
9,535,202 |
755,388 |
The following table lists the vote results for the remaining proposals:
Proposal |
For |
Against |
Abstain |
Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2013 |
194,443,422 |
1,070,746 |
297,486 |
Non-binding advisory vote on a Company proposal to approve executive compensation |
141,841,906 |
12,486,024 |
1,422,525 |
Company proposal to approve the Amended and Restated NYSE Euronext Omnibus Incentive Plan |
151,841,021 |
3,534,609 |
374,825 |
Company proposal to reapprove the performance goals under the NYSE Euronext Omnibus Incentive Plan |
152,538,130 |
2,848,366 |
363,959 |
Company Special Meeting Proposal |
154,797,834 |
616,557 |
336,064 |
Company Written Consent Proposal |
152,383,069 |
3,043,960 |
323,426 |
In addition to the figures provided above, there were 40,061,199 broker non-votes for each of the proposals with the exception of the ratification of auditors, which had zero broker non-votes.