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NYSE Euronext 8-K 2011

Documents found in this filing:

  1. 8-K
  2. Ex-99.1
  3. Graphic
  4. Graphic
  5. Graphic
Form 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

April 28, 2011

Date of Report (Date of earliest event reported)

 

 

NYSE Euronext

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33392   20-5110848

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

11 Wall Street

New York, New York

  10005
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 656-3000

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))

 

 

 


ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The stockholders of NYSE Euronext voted on seven proposals at the annual stockholders’ meeting held on April 28, 2011:

1. To elect 16 directors of NYSE Euronext to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified.

2. To act upon a proposal to ratify the selection of PricewaterhouseCoopers LLP as NYSE Euronext’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

3. To act upon a Company proposal to amend its certificate of incorporation to eliminate certain supermajority voting requirements.

4. To act upon, on a non-binding, advisory basis, a Company proposal to approve executive compensation (“Say-on-Pay” Proposal).

5. To act upon, on a non-binding, advisory basis, a Company proposal to determine the frequency of the non-binding, advisory vote to approve executive compensation (“Say-When-On-Pay” Proposal).

6. To act upon a stockholder proposal regarding the power of stockholders to call special meetings.

7. To act upon a stockholder proposal regarding stockholder action by written consent.

The final results for each of the matters submitted to a vote of stockholders at the annual meeting are as follows:

Proposal No. 1: All of the director nominees were elected to NYSE Euronext’s Board of Directors based upon the following votes:

 

Nominee

   Votes For      Votes Against      Abstentions  

Jan-Michiel Hessels (Chairman)

     133,851,068         28,845,125         706,663   

Marshall N. Carter (Deputy Chairman)

     135,322,647         27,441,975         638,234   

Duncan L. Niederauer (Chief Executive Officer)

     134,981,604         27,783,480         637,772   

Dominique Cerutti (President & Deputy Chief Executive Officer)

     135,452,710         27,234,068         716,078   

André Bergen

     134,728,875         27,895,192         778,789   

Ellyn L. Brown

     134,821,425         27,872,308         709,123   

Patricia M. Cloherty

     134,730,990         27,934,712         737,154   

Sir George Cox

     134,668,398         28,016,805         717,653   

Sylvain Hefes

     134,832,508         27,856,717         713,631   

Duncan M. McFarland

     131,308,762         31,382,834         711,260   

James J. McNulty

     123,603,472         39,083,243         716,141   

Ricardo Salgado

     131,064,187         31,617,031         721,638   

Robert G. Scott

     134,913,723         27,766,088         723,045   

Jackson P. Tai

     135,090,669         27,573,253         738,934   

Rijnhard van Tets

     134,593,133         28,088,299         721,424   

Sir Brian Williamson

     130,923,333         31,766,376         713,147   

There were 44,796,364 broker non-votes for this proposal.

Proposal No. 2: The proposal to ratify the selection of PricewaterhouseCoopers LLP as NYSE Euronext’s independent registered public accounting firm for the fiscal year ending December 31, 2011 received the following votes:

 

   

202,018,332 votes for approval

 

   

4,963,590 votes against

 

   

1,217,298 abstentions

There were no broker non-votes for this proposal.

Proposal No. 3: The proposal to amend the certificate of incorporation to eliminate certain supermajority voting requirements received the following votes:

 

   

197,088,940 votes for approval

 

   

10,309,853 votes against

 

   

800,427 abstentions


There were no broker non-votes for this proposal.

Proposal No. 4: The “Say-On-Pay” Proposal received the following votes:

 

   

135,777,181 votes for approval

 

   

26,248,587 votes against

 

   

1,377,088 abstentions

There were 44,796,364 broker non-votes for this proposal.

Proposal No. 5: The “Say-When-On-Pay” Proposal received the following votes:

 

   

126,809,533 votes for every 1 year

 

   

2,015,090 votes for every 2 years

 

   

22,411,816 votes for every 3 years

 

   

2,688,242 abstentions

There were 52,274,539 broker non-votes for this proposal.

Proposal No. 6: The stockholder proposal regarding the power of stockholders to call special meetings received the following votes:

 

   

119,834,600 votes for approval

 

   

42,955,869 votes against

 

   

612,387 abstentions

There were 44,796,364 broker non-votes for this proposal.

Proposal No. 7: The stockholder proposal regarding stockholder action by written consent received the following votes:

 

   

129,280,999 votes for approval

 

   

33,137,009 votes against

 

   

984,848 abstentions

There were 44,796,364 broker non-votes for this proposal.

A copy of the press release announcing the results of the stockholder vote is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

 

Exhibit

Number

  

Description

99.1    Press Release, dated May 2, 2011, entitled “NYSE Euronext Announces 2011 Annual Meeting Shareholder Vote Results and Names Dominique Cerutti to its Board of Directors”


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NYSE EURONEXT
Date: May 2, 2011   By:  

/s/ Janet L. McGinness

    Name:   Janet L. McGinness
    Title:   Senior Vice President & Corporate Secretary
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