Annual Reports

 
Quarterly Reports

 
8-K

  • 8-K (Nov 13, 2013)
  • 8-K (Nov 5, 2013)
  • 8-K (Oct 18, 2013)
  • 8-K (Oct 16, 2013)
  • 8-K (Oct 15, 2013)
  • 8-K (Jul 30, 2013)

 
Other

NYSE Euronext 8-K 2012

Documents found in this filing:

  1. 8-K
  2. Ex-99.1
  3. Ex-99.2
  4. Graphic
  5. Graphic
  6. Graphic
  7. 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 26, 2012

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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(b) Departure of a Director

On April 26, 2012, Mr. Ricardo Salgado tendered his resignation pursuant to the NYSE Euronext Amended and Restated Bylaws after he did not receive a majority of votes cast for reelection at the annual meeting of NYSE Euronext stockholders held on such date. The Board of Directors of NYSE Euronext accepted the resignation of Mr. Salgado.

A copy of the press release announcing Mr. Salgado’s resignation and NYSE Euronext’s acceptance is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The stockholders of NYSE Euronext voted on four proposals at the annual stockholders’ meeting held on April 26, 2012:

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, 2012.

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

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

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, other than Mr. Salgado, were elected to NYSE Euronext’s Board of Directors based upon the following votes:

 

Nominee

   Votes For      Votes Against      Abstentions  

Jan-Michiel Hessels (Chairman)

     145,334,792         28,253,516         291,389   

Marshall N. Carter (Deputy Chairman)

     145,709,655         28,004,879         165,163   

Duncan L. Niederauer (Chief Executive Officer)

     155,151,377         18,571,050         157,270   

Dominique Cerutti (President & Deputy Chief Executive Officer)

     155,443,090         18,169,914         266,693   

André Bergen

     154,022,758         19,487,342         369,597   

Ellyn L. Brown

     145,528,328         28,050,088         301,281   

Patricia M. Cloherty

     154,160,624         19,438,966         280,107   

Sir George Cox

     155,232,316         18,363,840         283,541   

Sylvain Hefes

     145,349,888         28,214,180         315,649   

Duncan M. McFarland

     141,690,354         31,931,313         258,030   

James J. McNulty

     141,295,171         32,316,336         268,190   

Ricardo Salgado

     79,913,060         93,625,591         341,046   

Robert G. Scott

     155,451,861         18,166,016         261,820   

Jackson P. Tai

     153,167,734         20,454,071         257,892   

Rijnhard van Tets

     155,376,807         18,209,389         293,501   

Sir Brian Williamson

     140,332,161         33,290,476         257,060   

There were 41,908,734 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, 2012 received the following votes:

 

   

213,287,739 votes for approval

 

   

1,642,853 votes against

 

   

857,839 abstentions

Proposal No. 3: The “Say-On-Pay” Proposal received the following votes:

 

   

98,613,748 votes for approval

 

   

74,365,917 votes against

 

   

900,032 abstentions

There were 41,908,734 broker non-votes for this proposal.

Proposal No. 4: The stockholder proposal regarding the power of stockholders to call special meetings received the following votes:

 

   

102,917,646 votes for approval

 

   

68,639,988 votes against

 

   

2,322,063 abstentions

There were 41,908,734 broker non-votes for this proposal.

A copy of the press release announcing the results of the stockholder vote is attached as Exhibit 99.2 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 April 26, 2012, entitled “NYSE Euronext Board of Directors Accepts Resignation of Ricardo Salgado”
99.2    Press Release, dated April 27, 2012, entitled “NYSE Euronext Announces 2012 Annual Meeting of Stockholders Vote Results ”


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: April 27, 2012

    By:  

/s/ Janet L. McGinness

      Name: Janet L. McGinness
      Title: Executive Vice President & Corporate Secretary
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki