NYSE Euronext Announces 2013 Annual Meeting of Stockholders Vote Results Business Wire NEW YORK -- April 26, 2013 At the NYSE Euronext (NYX) annual stockholders’ meeting held on April 25, 2013: *16 director nominees received a majority of votes cast, with an average approval rate of 96.35% of votes cast, *Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2013, *Stockholders approved on an advisory, non-binding basis, the Company’s executive compensation, *Stockholders approved a Company proposal amending and restating the Company’s Omnibus Incentive Plan, *Stockholders reapproved the performance goals under the Company’s Omnibus Incentive Plan, *Stockholders did not approve a Company proposal amending certain provisions in the Company’s Amended and Restated Certificate of Incorporation (Charter) to allow stockholders to call special meetings (Special Meeting Proposal), and *Stockholders did not approve a Company proposal amending certain provisions in the Company’s Charter to allow stockholders to act by written consent (Written Consent Proposal). To be approved, the Special Meeting Proposal and the Written Consent Proposal each required the affirmative vote of not less than 80% of the shares of our outstanding stock entitled to be voted at the annual meeting. The Special Meeting Proposal received the support of 99.39% of the shares of our outstanding stock actually voted at the meeting, but only 63.78% of the shares of our outstanding stock entitled to be voted, and therefore the proposal was not approved. The Written Consent Proposal received the support of 97.84% of the shares of our outstanding stock actually voted at the meeting, but only 62.79% of the shares of our outstanding stock entitled to be voted, and therefore the proposal was not approved. The Company’s Inspector of Elections, MacKenzie Partners, Inc., informed the Company of the following stockholder vote results: *The stockholders elected the following persons to the Board of Directors: Director For Against Abstain Jan-Michiel Hessels 151,172,140 3,750,378 827,937 (Chairman) Marshall N. Carter 151,738,256 3,252,684 759,515 (Deputy Chairman) Duncan L. Niederauer (Chief Executive 151,518,813 3,486,768 744,874 Officer) Dominique Cerutti (President & Deputy 151,286,397 3,707,703 756,355 Chief Executive Officer) André Bergen 151,908,173 3,028,523 813,759 Ellyn L. Brown 151,884,213 3,110,006 756,236 Sir George Cox 151,259,322 3,725,870 765,263 Sylvain Hefes 149,642,552 5,347,815 760,088 Lawrence E. Leibowitz (Chief 153,411,657 1,582,570 756,228 Operating Officer) Duncan M. McFarland 145,940,728 9,033,568 776,159 James J. McNulty 145,968,544 9,023,732 758,179 Luís Maria Viana 153,082,621 1,906,126 761,708 Palha da Silva Robert G. Scott 151,771,293 3,219,892 759,270 Jackson P. Tai 143,957,388 10,991,026 802,041 Rijnhard van Tets 150,928,097 4,038,469 783,889 Sir Brian Williamson 145,459,865 9,535,202 755,388 *The following table lists the vote results for the remaining proposals: Proposal For Against Abstain Ratification of PricewaterhouseCoopers LLP as the Company’s 194,443,422 1,070,746 297,486 independent registered public accounting firm for 2013 Non-binding advisory vote on a Company proposal to 141,841,906 12,486,024 1,422,525 approve executive compensation Company proposal to approve the Amended and 151,841,021 3,534,609 374,825 Restated NYSE Euronext Omnibus Incentive Plan Company proposal to reapprove the performance goals under the NYSE 152,538,130 2,848,366 363,959 Euronext Omnibus Incentive Plan Company Special Meeting 154,797,834 616,557 336,064 Proposal Company Written Consent 152,383,069 3,043,960 323,426 Proposal In addition to the figures provided above, there were 40,061,199 broker non-votes for each of the proposals with the exception of the ratification of auditors, which had zero broker non-votes. About NYSE Euronext NYSE Euronext (NYX) is a leading global operator of financial markets and provider of innovative trading technologies. The company's exchanges in Europe and the United States trade equities, futures, options, fixed-income and exchange-traded products. With approximately 8,000 listed issues (excluding European Structured Products), NYSE Euronext's equities markets — the New York Stock Exchange, NYSE Euronext, NYSE MKT, NYSE Alternext and NYSE Arca — represent one-third of the world's equities trading, the most liquidity of any global exchange group. NYSE Euronext also operates NYSE Liffe, one of the leading European derivatives businesses and the world's second-largest derivatives business by value of trading. The company offers comprehensive commercial technology, connectivity and market data products and services through NYSE Technologies. NYSE Euronext is in the S&P 500 index. For more information, please visit: http://www.nyx.com. Disclaimer and Cautionary Note Regarding Forward-Looking Statements This press release may contain forward-looking statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning NYSE Euronext's plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward-looking statements are based on NYSE Euronext's current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause NYSE Euronext's results to differ materially from current expectations include, but are not limited to: NYSE Euronext's ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk and U.S. and global competition, and other factors detailed in NYSE Euronext's 2012 Annual Report on Form 10-K and other periodic reports filed with the U.S. Securities and Exchange Commission or the French Autorité des Marchés Financiers. In addition, these statements are based on a number of assumptions that are subject to change. Accordingly, actual results may be materially higher or lower than those projected. The inclusion of such projections herein should not be regarded as a representation by NYSE Euronext that the projections will prove to be correct. This press release speaks only as of this date. NYSE Euronext disclaims any duty to update the information herein. Contact: NYSE Euronext Media Rich Adamonis, +1 212-656-2140 (New York) +31.20.550.4488 (Amsterdam) +32.2.509.1392 (Brussels) +351.217.900.029 (Lisbon) +44.20.7379.2789 (London) +18.104.22.168.11.33 (Paris) or Investor Relations +1 212-656-5700 (New York)
NYSE Euronext Announces 2013 Annual Meeting of Stockholders Vote Results
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