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

MarketAxess Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-34091		52-2230784
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

299 Park Avenue New York, New York		10171
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 813-6000

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		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

On June 9, 2011, MarketAxess Holdings Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “2011 Annual Meeting”). A total of 31,701,764 shares of common stock were present or represented by proxy at the 2011 Annual Meeting, representing 90.70% of the issued and outstanding shares entitled to vote at the meeting. The proposals voted upon and the final results of the vote were as follows:

Proposal 1 — Election of Directors. The results were as follows:

										Broker Non-
Director		For				Withheld				Votes
Richard M. McVey			29,186,048				1,458,319				1,057,397
Dr. Sharon Brown-Hruska			30,576,048				68,319				1,057,397
Roger Burkhardt			30,575,992				68,375				1,057,397
Stephen P. Casper			29,753,633				890,734				1,057,397
David G. Gomach			30,575,992				68,375				1,057,397
Carlos M. Hernandez			19,831,665				10,812,702				1,057,397
Ronald M. Hersch			29,214,123				1,430,244				1,057,397
Jerome S. Markowitz			30,575,792				68,575				1,057,397
T. Kelley Millet			29,198,433				1,445,934				1,057,397
Nicolas S. Rohatyn			29,592,825				1,051,542				1,057,397
John Steinhardt			28,769,009				1,875,358				1,057,397

Proposal 2 — Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011. The results were as follows:

For		Against		Abstain
30,683,706		1,018,058		0

Proposal 3 — Advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the SEC’s compensation disclosure rules (referred to as the “say-on-pay” proposal). The results were as follows:

For		Against		Abstain		Broker Non-Votes
29,661,775		377,689		604,903		1,057,397

Proposal 4 — Advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers. One year was approved. Based on these results, and consistent with the Board’s recommendation, the Board has determined that the Company will hold an advisory vote on executive compensation on an annual basis until the next stockholder advisory vote on the frequency of the advisory vote on executive compensation.

One Year		Two Years		Three Years		Abstain
27,834,529		136		2,207,336		602,366

For more information on the 2011 Annual Meeting and the foregoing proposals, see the Company’s proxy statement dated April 27, 2011.

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.