MARKETAXESS HOLDINGS INC
For the period ended Apr 22, 2025. Filed Apr 23, 2025.
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Apr 22, 2025 · Filed Apr 23, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant |
|---|
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to § 240.14a-12
MarketAxess Holdings Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Market Axess 2025 Proxy Statement and Notice of Annual Meeting of Stockholders
MarketAxess Holdings Inc.
55 Hudson Yards, 15th Floor
New York, New York 10001
April 23, 2025
TO THE STOCKHOLDERS OF MARKETAXESS HOLDINGS INC.:
You are invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of MarketAxess Holdings Inc. (the “Company”) scheduled for Wednesday, June 4, 2025 at 9:00 AM, Eastern Daylight Time. The Annual Meeting will be a virtual meeting of stockholders. You will be able to participate in the Annual Meeting, vote and submit your questions via live webcast by visitingwww.virtualshareholdermeeting.com/MKTX2025. The Company’s Board of Directors and management look forward to your participation.
Details of the business to be conducted at the Annual Meeting are provided in the attached Notice of Annual Meeting and Proxy Statement, which you are urged to read carefully.
We are pleased to take advantage of the U.S. Securities and Exchange Commission (“SEC”) rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. On or about April 23, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2024 online and how to vote. The Notice contains instructions on how you can receive a paper copy of the Proxy Statement, proxy card and Annual Report if you only received a Notice by mail.
Your vote is important to us. Whether or not you plan to attend the Annual Meeting, your shares should be represented and voted. After reading the Proxy Statement, please cast your vote via the Internet or telephone or complete, sign, date and return the proxy card in the pre-addressed envelope that we have included for your convenience if you received paper copies. If you hold your shares in a stock brokerage account, please check your proxy card or contact your broker or nominee to determine whether you will be able to vote via the Internet or by telephone or how to instruct your broker to vote on your behalf.
On behalf of the Board of Directors, thank you for your continued support.
Sincerely,
Carlos M. Hernandez
Chairman of the Board of Directors
| NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS | |
|---|---|
| Attend the Annual Meeting at: www.virtualshareholdermeeting.com/MKTX2025 | Your vote is very important, regardless of the number of shares you own. Please read the attached Proxy Statement carefully and complete and submit your proxy card via the Internet or sign and date your paper proxy card as promptly as possible and return it in the envelope that was enclosed if you received paper copies. Alternatively, you may be able to submit your proxy by touch-tone phone as indicated on the Notice or proxy card. |
| TO THE STOCKHOLDERS OF MARKETAXESS HOLDINGS INC.:NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of MarketAxess Holdings Inc., a Delaware corporation (the “Company”), will be held via live webcast on Wednesday, June 4, 2025, at 9:00 AM, Eastern Daylight Time. You can participate in the Annual Meeting, vote and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/MKTX2025. You must have your 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.At the Annual Meeting, we will:1.vote to elect the 11 nominees named in the attached Proxy Statement as members of the Company’s Board of Directors for terms expiring at the 2026 Annual Meeting of Stockholders;2.vote to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025;3.vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the attached Proxy Statement; | BY INTERNETVisit 24/7www.proxyvote.com | |
|---|---|---|
| BY PHONECall 1-800-690-6903in the U.S. or Canada to vote your shares | ||
| BY MAILIf you received printed copies of the proxy materials, cast your ballot, sign your proxy card and return | ||
| PARTICIPATE IN THEANNUAL MEETINGVote during the Annual Meeting at www.virtualshareholdermeeting.com/MKTX2025 using your 16-digit control number | ||
| 4.vote on a stockholder proposal, if properly presented at the Annual Meeting; and5.transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | ||
These items are more fully described in the Company’s Proxy Statement accompanying this notice.
The record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof, was the close of business on April 7, 2025. You have the right to receive this Notice and vote at the Annual Meeting if you were a stockholder of record at the close of business on April 7, 2025. Please remember that your shares cannot be voted unless you cast your vote by one of the following methods: (1) vote via the Internet or call the toll-free number as indicated on the Notice or proxy card; (2) sign and return a paper proxy card; or (3) vote during the Annual Meeting atwww.virtualshareholdermeeting.com/MKTX2025.
By Order of the Board of Directors,
Scott Pintoff
General Counsel and Corporate Secretary
New York, New York
April 23, 2025
TABLE OF CONTENTS
| 1 | Proxy Summary |
| 2 | Proposal 1 — election of directors |
| 11 | Corporate governance and board matters |
| 24 | Sustainability initiatives |
| 25 | Proposal 2 — ratification of selection of independent accounting firm |
| 27 | Report of Audit Committee of the Board of Directors |
| 28 | Security ownership of certain beneficial owners and management |
| 30 | Executive officers |
| 32 | A letter from our Compensation & Talent Committee |
| 33 | Compensation discussion & analysis |
| 57 | Report of the Compensation & Talent Committee |
| 58 | Executive compensation |
| 74 | proposal 3 — advisory vote on executive compensation |
| 75 | PROPOSAL 4 — STOCKHOLDER Proposal |
| 79 | CEO pay ratio |
| 80 | Pay versus performance |
| 85 | Other information |
| A-1 | Appendix A — Reconciliation of non-GAAP amounts |
| Frequently Referenced Information | |||||
|---|---|---|---|---|---|
| 3 | Board of Directors skills and expertise | 15 | Risk oversight | 40 | Peer group |
| 11 | Director independence | 18 | Director compensation | 54 | Executive common stock ownership and holdings guidelines |
| 11 | Board refreshment | 21 | Director common stock ownership and holding guidelines | 58 | Summary compensation table |
| 12 | Board leadership structure | 33 | Say-on-Pay support and 2024 stockholder engagement | ||
| 13 | Board committees | 34 | CD&A executive summary | ||
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