Interactive Brokers Group 8-K 2026-04-23

Filed 2026-04-29. 1 sections, 7K characters. Original on sec.gov · Markdown · JSON

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

Date of Report (Date of earliest event reported): April 23, 2026

Interactive Brokers Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware001-3344030-0390693
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
ONE PICKWICK PLAZA
GREENWICH**,** Connecticut06830
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: 203 618-5800

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareIBKRThe Nasdaq Global Select Market

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 5.07 Submission of Matters to a vote of Security Holders

The annual meeting of stockholders of Interactive Brokers Group, Inc. (the "Company") was held on April 23, 2026.

The stockholders voted on proposals to elect directors to the Company's Board of Directors (the "Board"); to ratify the appointment of Deloitte as independent auditor; to hold an advisory vote on executive compensation; and to approve an amendment to the Company's 2007 Stock Incentive Plan to extend its term for a ten-year period through April 24, 2037.

All nominees for election to the Board were elected for a one-year term expiring at the annual meeting of stockholders in the following year. Each director will hold office until his successor has been elected and qualified or until the director's earlier resignation or removal.

The number of votes cast for or against and the number of abstentions with respect to each proposal is set forth below. The Company's independent inspector of election reported the vote of the stockholders as follows:

Proposal No. 1 - To elect ten directors to the Board of Directors to serve until the annual stockholders' meeting in 2027, and until their respective successors have been elected and qualified.

Election of Directors (Percentages shown are of the votes cast)
Broker
ForAgainstAbstainNon-Vote
Thomas Peterffy1,401,189,672188,687,271250,64958,060,145
88.11%11.87%0.02%
Earl H. Nemser1,374,500,507213,942,5411,684,54458,060,145
86.44%13.45%0.11%
Milan Galik1,399,889,651190,131,402106,53958,060,145
88.03%11.96%0.01%
Paul J. Brody1,490,370,90699,649,564107,12258,060,145
93.72%6.27%0.01%
Lawrence E. Harris1,567,790,17822,089,216248,19858,060,145
98.59%1.39%0.02%
William Peterffy1,471,952,729118,064,976109,88758,060,145
92.57%7.42%0.01%
Nicole Yuen1,525,299,25164,176,028652,31358,060,145
95.92%4.04%0.04%
Jill Bright1,587,102,9682,782,561242,06358,060,145
99.81%0.17%0.02%
Richard Repetto1,586,540,2413,340,125247,22658,060,145
99.77%0.21%0.02%
Lori Conkling1,587,089,6002,796,232241,76058,060,145
99.80%0.18%0.02%

Proposal No. 2 - To ratify the appointment of Deloitte as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

ForAgainstAbstain
1,632,076,35115,997,537113,849

Proposal No. 3 - To hold an advisory vote on executive compensation.

Broker
ForAgainstAbstainNon-Vote
1,559,332,07330,467,918327,60158,060,145

Proposal No. 4 - To approve an amendment to the Company's 2007 Stock Incentive Plan to extend its term for a ten-year period through April 24, 2037.

Broker
ForAgainstAbstainNon-Vote
1,483,378,857106,329,709419,02658,060,145

Item 9.01 Financial Statements and Exhibits

Exhibit No.Description
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL Document).

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.

INTERACTIVE BROKERS GROUP, INC.
Date:April 29, 2026By:/s/ Paul J. Brody
Paul J. Brody Chief Financial Officer, Treasurer and Secretary