Current Report Filing (8-k)
July 17 2019 - 8:01AM
Edgar (US Regulatory)
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): July 16, 2019
MarketAxess Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-34091
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52-2230784
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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55 Hudson Yards
New York, New York 10001
(Address of principal executive offices, including zip code)
(212)
813-6000
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.003 per share
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MKTX
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NASDAQ Global Select Market
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
(d) Election of Directors
On July 16, 2019, the Board of Directors of MarketAxess Holdings Inc. (the
Company
) elected Richard Prager to serve on
the Companys Board of Directors, effective July 16, 2019. The Board of Directors determined that Mr. Prager is independent under applicable rules, including for purposes of service on the Compensation Committee. The Board of
Directors appointed Mr. Prager as a member of the Companys Risk Committee and Compensation Committee.
There were no
arrangements or understandings pursuant to which Mr. Prager was elected as a director of the Company. There were no transactions since the beginning of the Companys last fiscal year, or any currently proposed transaction, to which the
Company or any of its subsidiaries was or is to be a participant, in which the amount involved exceeds $120,000 and in which Mr. Prager had, or will have, a direct or indirect material interest.
Mr. Prager will receive the same compensation as other
non-employee
directors of the Company as
described in the Companys definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2019.
Item 7.01 Regulation FD Disclosure
On July 17, 2019, the Company issued a press release announcing Mr. Pragers election, which is attached hereto as exhibit 99.1
and is incorporated by reference into this Item 7.01.
The information included in this Current Report on Form
8-K
(including Exhibit 99.1 hereto) that is furnished pursuant to this Item 7.01 shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, the information included in this Current Report on Form
8-K
(including Exhibit 99.1 hereto) that is furnished pursuant to this Item 7.01 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language
in such filing, unless expressly incorporated by specific reference into such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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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.
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MARKETAXESS HOLDINGS INC.
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Date: July 17, 2019
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By:
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/s/ Scott Pintoff
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Name:
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Scott Pintoff
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Title:
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General Counsel and Secretary
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3
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