Intercontinental Exchange (ICE) 10-K/A risk factor changes: FY2023 vs FY2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-

K/A

Amendment No. 1

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| --- | --- |

For the fiscal year ended December 31, 2023

Or

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| --- | --- |

For the transition period from

to

Commission File Number

001-36198

INTERCONTINENTAL EXCHANGE, INC.

(Exact name of registrant as specified in its charter)

| | | |

| --- | --- | --- |

| Delaware | | 46-2286804 |

| (State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification Number) |

| | | |

| 5660 New Northside Drive, Atlanta, Georgia | | 30328 |

| (Address of principal executive offices) | | (Zip Code) |

(770)

857-4700

Registrant’s telephone number, including area code

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

| | | | | |

| --- | --- | --- | --- | --- |

| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |

| Common Stock, $0.01 par value per share | | ICE | | New York Stock Exchange |

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K/A

Amendment No. 1

| ☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| --- | --- |

For the fiscal year ended December 31, 2022

Or

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| --- | --- |

For the transition period from to

Commission File Number

001-36198

INTERCONTINENTAL EXCHANGE, INC.

(Exact name of registrant as specified in its charter)

| | | |

| --- | --- | --- |

| Delaware | | 46-2286804 |

| (State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification Number) |

| | | |

| 5660 New Northside Drive, Atlanta, Georgia | | 30328 |

| (Address of principal executive offices) | | (Zip Code) |

(770) 857-4700

Registrant’s telephone number, including area code

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

| | | | | |

| --- | --- | --- | --- | --- |

| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |

| Common Stock, $0.01 par value per share | | ICE | | New York Stock Exchange |

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☑

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

Consistent with the terms of our Ninth Amended and Restated Bylaws (our “Bylaws”) and our Sixth Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”), at each annual meeting of stockholders, directors are elected to serve for a one-year term.

The term of currently serving directors is set to expire at the 2023 Annual Meeting of Stockholders, at which point we expect to renominate the current directors to serve until the 2024 Annual Meeting of Stockholders.

Set forth below are the directors’ names, biographical information, age, summary of qualifications, whether the director is considered independent, the year in which each director joined our Board of Directors and the board committees of the Company on which the director currently serves:

| | | |

| --- | --- | --- |

| Name | | Biographical Information |

| | | |

| Hon. Sharon Y. Bowen  Age: 66 Independent Director since 2017 | | Ms. Bowen served as a Commissioner of the United States (the “U.S.”) Commodity Futures Trading Commission (the “CFTC”) from 2014 to 2017. During that time, she was a sponsor of the CFTC Market Risk Advisory Committee. Ms. Bowen was previously confirmed by the U.S. Senate and appointed by President Barack Obama on February 12, 2010 to serve as Vice Chair of the Securities Investor Protection Corporation (the “SIPC”). She assumed the role of Acting Chair of SIPC in March 2012. Prior to her appointment to the CFTC, she was a partner in the New York office of Latham & Watkins LLP. She joined Latham & Watkins LLP as a senior corporate associate in the summer of 1988 and became a partner in January 1991 and continued at Latham & Watkins LLP until 2014. She serves as the Chair of the Board of Directors of the New York Stock Exchange (“NYSE”), our subsidiary. Ms. Bowen also serves on the subsidiary boards of certain NYSE U.S. regulated exchanges and serves as co-chair of the NYSE Board Advisory Council. In addition, she has served on the Board of Directors of Neuberger Berman Group LLC since 2019 and on the Board of Directors of Akamai Technologies, Inc. since 2021. Ms. Bowen earned a Bachelor of Arts degree in Economics from the University of Virginia, a Master of Business Administration from the Kellogg School of Management at Northwestern University and a Juris Doctor from the Northwestern Pritzker School of Law. |

| Qualifications In light of Ms. Bowen’s regulatory experience from working at the CFTC and SIPC, as well as her legal background and work in the securities industry, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Ms. Bowen should be re-elected to our Board. Intercontinental Exchange Board Committee(s): Risk Committee | | |

| | | |

5 Amendment No. 1 to 2022 10-K INTERCONTINENTAL EXCHANGE

CORPORATE GOVERNANCE

| | | |

| --- | --- | --- |

| Name | | Biographical Information |

| | | |

| Shantella E. Cooper  Age: 55 Independent Director since 2020 | | Ms. Cooper is the Founder and Chief Executive Officer of Journey Forward Strategies, LLC, a solutions-focused consulting firm that specializes in leadership development and organization effectiveness. She served as the Executive Director of Atlanta Committee for Progress (“ACP”), a coalition of leading CEOs focused on critical economic development issues for the City of Atlanta from 2019 to March 2022. This unique public-private partnership is focused on priorities for the City of Atlanta in collaboration with the Mayor of Atlanta. Prior to joining ACP in 2019, Ms. Cooper served as Chief Transformation Officer of WestRock Company, a paper and packaging solutions company, from 2016 to 2018. From 2011 to 2016, Ms. Cooper served as Vice President and General Manager of Lockheed Martin Aeronautics Company, an aerospace and defense contractor. During her time at Lockheed Martin, Ms. Cooper served as Vice President of Human Resources as well as Vice President of Business Ethics for the Aeronautics Division. Ms. Cooper has served on the Board of Directors of SouthState Corporation since 2022 and the Board of Directors of Veritiv Corporation since 2020. Prior to the merger with SouthState Corporation, she served on the Board of Directors of Atlantic Capital Bancshares, Inc. from 2019 to 2022. In addition, she serves on the Board of Directors of Georgia Power Company, a subsidiary of Southern Company. Ms. Cooper earned Bachelor of Arts degrees in Biology and Religion from Emory University, a Master of Business Administration from Emory University’s Goizueta Business School and an Executive Masters in Global Human Resource Leadership from Rutgers University. |

| Qualifications In light of Ms. Cooper’s business operations, human resources, transformation experience, and her service on the boards of other public companies, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Ms. Cooper should be re-elected to our Board. Intercontinental Exchange Board Committee(s): Risk Committee (Chair) and Compensation Committee | | |

| Duriya M. Farooqui  Age: 46 Independent Director since 2017 | | Ms. Farooqui is an executive coach and mentor with The ExCo Group, focused on helping Fortune 500 companies develop high performing leadership teams. She was President of Supply Chain Innovation at Georgia-Pacific from 2019 to 2020. Ms. Farooqui previously served as the Executive Director of Atlanta Committee for Progress, a coalition of leading CEOs focused on critical economic development issues for the City of Atlanta in partnership with the Mayor, a role she held from 2016 to 2018. Ms. Farooqui was a principal at Bain & Company from 2014 to 2016. She served the City of Atlanta through several leadership positions from 2007 to 2013, including Director, Deputy Chief Operating Officer and finally as Chief Operating Officer from 2011 to 2013. As Chief Operating Officer of the City of Atlanta, she led all operating departments of the city including public safety agencies and Hartsfield-Jackson Atlanta International Airport. At the start of her career, she worked with the Center for International Development at Harvard University, The World Bank, and the Center for Global Development. Ms. Farooqui has served on the Board of Directors of InterContinental Hotels Group PLC (IHG) since 2020. She served on the Board of Directors of Tribe Capital Growth Corp I from 2021 to 2022. Ms. Farooqui serves on the subsidiary boards of certain NYSE U.S. regulated exchanges and ICE NGX, all of which are our subsidiaries. In addition, she co-chairs the NYSE Board Advisory Council. Ms. Farooqui holds a Bachelor of Arts degree in Economics and Mathematics from Hampshire College and a Master of Public Administration in International Development from the Kennedy School of Government at Harvard University. |

| Qualifications In light of Ms. Farooqui’s experience in public service, international policy and economic development, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Ms. Farooqui should be re-elected to our Board. Intercontinental Exchange Board Committee(s): Audit Committee | | |

6 Amendment No. 1 to 2022 10-K INTERCONTINENTAL EXCHANGE

CORPORATE GOVERNANCE

| | | |

| --- | --- | --- |

| Name | | Biographical Information |

| | | |

| The Right Hon. the Lord Hague of Richmond  Age: 62 Independent Director since 2015 | | Lord Hague is the Chair of The Royal Foundation of the Prince and Princess of Wales, Chair of the United for Wildlife Taskforce, and Chair of the International Advisory Board at the law firm Linklaters. Lord Hague currently serves as Chair of the Board of Directors of ICE Futures Europe, our subsidiary. He has previously served as an advisor to the JCB Group and Terra Firma Capital Partners. Mr. Hague was a member of the House of Parliament of the United Kingdom (“U.K.”) from 1989 to 2015, serving in various capacities, including Parliamentary Private Secretary to the Chancellor of the Exchequer, Parliamentary Under-Secretary of State at the Department of Social Security, Minister of State, Secretary of State for Wales, Foreign Secretary, First Secretary of State and most recently, Leader of the House of Commons. He is a member of the House of Lords. Prior to joining Parliament, Mr. Hague was a management consultant at McKinsey & Co Inc. and worked for Shell (UK) Limited. Lord Hague frequently carries out speaking engagements on regulatory and political matters. Mr. Hague holds a First-Class Honours degree in Philosophy, Politics, and Economics from Oxford University and a Master of Business Administration with distinction from the Institut Européen d’Administration des Affaires (or INSEAD). |

| Qualifications In light of Lord Hague’s extensive governmental and political experience in the U.K., his service on the ICE Futures Europe board and the knowledge and experience he provides, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Lord Hague should be re-elected to our Board. Intercontinental Exchange Board Committee(s): Nominating & Corporate Governance Committee and Compensation Committee | | |

7 Amendment No. 1 to 2022 10-K INTERCONTINENTAL EXCHANGE

CORPORATE GOVERNANCE

| | | |

| --- | --- | --- |

| Name | | Biographical Information |

| | | |

| Mark F. Mulhern  Age: 63 Independent Director since 2020 | | Mr. Mulhern served as the Executive Vice President and Chief Financial Officer of Highwoods Properties, Inc. (“Highwoods”), a publicly-traded real estate investment trust, until his retirement in January 2022. Prior to joining Highwoods in 2014, Mr. Mulhern served as Executive Vice President and Chief Financial Officer of Exco Resources, Inc. (“Exco”). Prior to Exco, he served as Senior Vice President and Chief Financial Officer of Progress Energy, Inc. from 2008 until its merger with Duke Energy Corporation in 2012. Mr. Mulhern joined Progress Energy in 1996 as Vice President and Controller and served in a number of leadership roles. He started his accounting and finance career at Price Waterhouse, now known as PricewaterhouseCoopers. Mr. Mulhern serves on the Board of Directors of ICE Mortgage Technology, Inc., our subsidiary. Mr. Mulhern previously served on the Board of Directors of Highwoods from 2012 to 2014 and the Board of Directors of Exco from 2010 to 2013. Mr. Mulhern currently serves on the Board of Directors of Barings BDC, Inc. and serves as an independent trustee of the Board of Trustees of Barings Global Short Duration High Yield Fund. He also serves on the Board of Directors of Barings Private Credit Corporation and Barings Capital Investment Corporation, each a business development company. Mr. Mulhern earned a Bachelor of Business Administration in Accounting from St. Bonaventure University and is a Certified Public Accountant. |

| Qualifications In light of Mr. Mulhern’s financial leadership experience, knowledge of energy company operations, real estate background and his service as a director for other public companies, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Mr. Mulhern should be re-elected to our Board. Intercontinental Exchange Board Committee(s): Compensation Committee (Chair) and Audit Committee | | |

| | | |

| --- | --- | --- |

| Thomas E. Noonan  Age: 62 Independent Director since 2016 and Lead Independent Director | | Mr. Noonan is a founding partner of TechOperators, LLC, and Chair of TEN Holdings, LLC. Most recently, he was the General Manager of the Energy Management business of Cisco from 2013 to 2016 following the acquisition of JouleX in 2013, where he was co-founder and CEO. Mr. Noonan founded Actuation Electronics in 1985 and Leapfrog Technologies in 1987 as well as co-founded Endgame Security in 2008, a leading provider of software solutions to the U.S. intelligence community and Department of Defense. Mr. Noonan co-founded Internet Security Systems in 1994, where he served as Chair, President and Chief Executive Officer prior to its acquisition by IBM in 2006. In 2002, President George W. Bush appointed Mr. Noonan to serve on the National Infrastructure Advisory Council, a White House homeland defense initiative that protects information systems critical to the nation’s infrastructure, where he served through 2020. Mr. Noonan has served on the Board of Directors of Manhattan Associates since 1999. Mr. Noonan earned a Bachelor of Science degree in Mechanical Engineering from the Georgia Institute of Technology and a CSS in Business Administration and Management from Harvard University. |

| Qualifications In light of Mr. Noonan’s cybersecurity expertise, successful entrepreneurial background and his business acumen, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Mr. Noonan should be re-elected to our Board. Intercontinental Exchange Board Committee(s): Nominating & Corporate Governance Committee (Chair) and Risk Committee | | |

COMPENSATION DISCUSSION & ANALYSIS

INTRODUCTION

In this section, we discuss our executive compensation program as it relates to our named executive officers (each, an “NEO”):

| | | |

| --- | --- | --- |

| Name | | Position |

| Jeffrey C. Sprecher | | Chair and Chief Executive Officer |

| A. Warren Gardiner | | Chief Financial Officer |

| Benjamin R. Jackson | | President, Intercontinental Exchange |

| Lynn C. Martin | | President, NYSE Group and Chair, ICE Fixed Income & Data Services |

| Christopher S. Edmonds | | Chief Development Officer |

We are a provider of marketplace infrastructure, data services and technology solutions to a broad range of customers including financial institutions, corporations and government entities.

These products, which span major asset classes including futures, equities, fixed income and U.S. residential mortgages, provide our customers with access to mission critical workflow tools that are designed to increase asset class transparency and workflow efficiency.

| | • | | In our Exchanges segment, we operate regulated marketplaces for the listing, trading and clearing of a broad array of derivatives contracts and financial securities. |

| --- | --- | --- | --- |

| | • | | In our Fixed Income and Data Services segment, we provide fixed income pricing, reference data, indices and execution services as well as global credit default swap, or CDS, clearing and multi-asset class data delivery solutions. |

| --- | --- | --- | --- |

| | • | | In our Mortgage Technology segment, we provide an end-to-end technology platform that offers customers comprehensive, digital workflow tools that aim to address the inefficiencies that exist in the U.S. residential mortgage market. |

| --- | --- | --- | --- |

Our executive compensation philosophy is to link compensation with individual achievement, the Company’s performance, and stockholder value creation.

This philosophy manifests itself in the following four primary objectives:

| | • | | attract, retain and reward executive officers capable of achieving our business objectives; |

| --- | --- | --- | --- |

| | • | | offer competitive compensation opportunities that reward individual contribution and Company performance; |

| --- | --- | --- | --- |

| | • | | align the interests of executive officers and stockholders over the long-term; and |

| --- | --- | --- | --- |

| | • | | provide total compensation that is commensurate with the performance achieved and value created for stockholders. |

| --- | --- | --- | --- |

Our executive compensation program offers three distinct direct compensation elements that are consistent with the objectives outlined above:

| | • | | Base salary: A cash base salary enables us to recruit and retain qualified executives by providing regular, stable compensation for their service during the year. We offer base salaries that are competitive with our peers and commensurate with the industry, the experience of the executive and the scope of the role. |

| --- | --- | --- | --- |

| | • | | Annual bonus: Our cash bonus plan is designed to reward the achievement of our annual performance targets, which align with our strategic business priorities. These targets are based primarily on objective and quantitative components, but also include qualitative components for measuring both corporate and individual achievement relative to pre-established objectives. |

| --- | --- | --- | --- |

| | • | | Equity compensation: We use multiple equity vehicles, including stock options and performance stock units (“PSUs”) for our officers, to deliver long-term incentive compensation in a manner that aligns employee interests with the interests of our stockholders, and serves as a retention tool through multi-year vesting schedules. |

| --- | --- | --- | --- |

21 Amendment No. 1 to 2022 10-K INTERCONTINENTAL EXCHANGE

COMPENSATION DISCUSSION & ANALYSIS


Financial Performance Highlights

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, based on data provided to us or filed with the SEC, with respect to beneficial ownership of shares of our Common Stock as of March 6, 2023 for (i) each person known by us to beneficially own more than five percent of the outstanding shares of our Common Stock, (ii) each director and nominee for election as a director, (iii) each of our NEOs and (iv) all of our director nominees and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and includes having voting and/or investment power with respect to the securities.

Except as indicated by footnote, and subject to applicable community property laws, the persons and entities named in the table below have sole voting and sole investment power with respect to the shares set forth opposite each person’s or entity’s name.

Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days of March 6, 2023 or restricted stock units that vest within 60 days of March 6, 2023 are deemed outstanding for purposes of computing the percentage ownership of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

As of March 6, 2023, there were 559,659,106 shares of Common Stock issued and outstanding.

Unless otherwise indicated, the address for each of the individuals listed in the table is c/o Intercontinental Exchange, Inc., 5660 New Northside Drive, Third Floor, Atlanta, Georgia 30328.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name and Address of Beneficial Owner | | Number of Shares Beneficially Owned | | | | Percent of Class | | |

| *Holders of More Than 5%*: | | | | | | | | |

| The Vanguard Group, Inc. (1) | | | 45,388,511 | | | | 8.1 | % |

| 100 Vanguard Blvd., Malvern, PA 19355 | | | | | | | | |

| BlackRock, Inc. (2) | | | 41,053,701 | | | | 7.3 | % |

| 55 East 52nd Street, New York, NY 10055 | | | | | | | | |

| *Named Executive Officers, Directors and Nominees:* | | | | | | | | |

| Sharon Y. Bowen | | | 10,889 | | | | * | |

| Shantella E. Cooper | | | 3,414 | | | | * | |

| Duriya M. Farooqui | | | 9,393 | | | | * | |

| Lord Hague | | | 13,889 | | | | * | |

| Mark F. Mulhern (3) | | | 3,464 | | | | * | |

| Thomas E. Noonan | | | 14,487 | | | | * | |

| Caroline L. Silver | | | 3,779 | | | | * | |

| Judith A. Sprieser (4) | | | 33,866 | | | | * | |

| Martha A. Tirinnanzi | | | 0 | | | | * | |

| Jeffrey C. Sprecher (5)(6) | | | 5,217,509 | | | | * | |

| A. Warren Gardiner (5) | | | 13,916 | | | | * | |

| Christopher S. Edmonds (5) | | | 69,448 | | | | * | |

| Benjamin R. Jackson (5) | | | 357,641 | | | | * | |

| Lynn C. Martin (5) | | | 153,032 | | | | * | |

| All Directors, Nominees and Executive Officers as a Group (19 persons)(4)(5) | | | 6,288,372 | | | | 1.1 | % |

| * | Represents less than 1% of the outstanding Common Stock. |

| --- | --- |

| (1) | Based on a report on Schedule 13G/A filed February 9, 2023 by The Vanguard Group, Inc. (the “Vanguard 13G”). According to the Vanguard 13G, The Vanguard Group, Inc. has sole voting power over 0 shares of Common Stock, sole dispositive power over 43,109,011 shares of Common Stock, shared voting power over 775,045 shares of Common Stock and shared dispositive power over 2,279,500 shares of Common Stock. |

| --- | --- |

| (2) | Based on a report on Schedule 13G/A filed February 3, 2023 by BlackRock, Inc. (the “BlackRock 13G”). According to the BlackRock 13G, BlackRock, Inc. has sole voting power over 36,460,482 shares of Common Stock, sole dispositive power over 41,053,701 shares of Common Stock and shared voting power and dispositive power over 0 shares of Common Stock. |

| --- | --- |

| (3) | Beneficial ownership of Mr. Mulhern includes 50 shares acquired in a dividend reinvestment transaction. |

| --- | --- |

| (4) | Beneficial ownership of Ms. Sprieser includes vested deferred restricted stock units granted under the 2003 Restricted Stock Deferral Plan for Outside Directors. Shares of Common Stock equal to the number of restricted stock units held by Ms. Sprieser will be issued during January of the first calendar year following termination of service on the Board of Directors for any reason other than for cause. The number of deferred restricted stock units held by Ms. Sprieser is 4,540 units. Beginning in 2013, the deferral program was no longer offered. |

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions Approval Policy

Our Board of Directors has delegated to the Nominating & Corporate Governance Committee the authority to review and approve transactions between us and one or more of our directors, or between us and any corporation, partnership, association or other organization in which one or more of our directors or officers serve as a director or officer or have a financial interest.

In addition, our Global Code of Business Conduct, which applies to all employees, officers and directors, generally prohibits conflicts of interests and requires that such conflicts in all cases should be discussed with management (or the Chief Executive Officer, in the case of conflicts related to outside employment or board membership).

The Nominating & Corporate Governance Committee reports the findings of any review and its determinations regarding transactions with related persons to the full Board of Directors.

Our Board of Directors has also adopted a formal, written related-party transactions approval policy that provides that the Nominating & Corporate Governance Committee or the Board of Directors will review and approve transactions in excess of $120,000 in value in which we participate and in which a director, executive officer or 5% stockholder (or immediate family member of any of the foregoing) has or will have a direct or indirect material interest.

Under this policy, the Nominating & Corporate Governance Committee or the Board of Directors, as applicable, will be provided with the significant details of each related-party transaction, including the material terms of the transaction and the benefits to ICE and to the relevant related party, as well as any other information it believes to be relevant to review and approve these transactions.

In determining whether to approve a related-party transaction, the Nominating & Corporate Governance Committee or the Board of Directors, as applicable, will consider, among other factors:

| | • | | whether the terms of the transaction are fair to ICE; |

| --- | --- | --- | --- |

| | • | | whether there are business reasons for ICE to enter into the transaction; |

| --- | --- | --- | --- |

| | • | | whether the transaction would impair the independence of a non-employee director; and |

| --- | --- | --- | --- |

| | • | | whether the transaction presents an impermissible conflict of interest, taking into account the size of the transaction, the financial position of the director, officer or related party, the nature of his or her interest in the transaction, and the ongoing nature of the transaction. |

| --- | --- | --- | --- |

After consideration of the relevant information, the Board of Directors or the Nominating & Corporate Governance Committee may approve only those related-party transactions that it determines are not inconsistent with the best interests of ICE.

This policy also includes categorical standards providing that specified types of transactions will be deemed not to be inconsistent with the best interests of ICE.

53 Amendment No. 1 to 2022 10-K INTERCONTINENTAL EXCHANGE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Relationships with Our Stockholders

*Registration Rights*

As a part of the transactions surrounding our formation, we entered into an agreement with our predecessor company, CPEX, on May 11, 2000.

Our Chief Executive Officer, Mr. Sprecher, owns all the equity interests in CPEX.

Pursuant to the agreement, CPEX conveyed all of its assets and liabilities to us.

These assets included intellectual property that we used to develop our electronic platform.

In return, we issued to CPEX an equity interest in our business and we agreed to give CPEX a put option, by which CPEX could require us to buy its equity interest in our business at the purchase price equal to the greater of our fair market value or $5 million.

In connection with our initial public offering, in October 2005 we entered an agreement with CPEX and Mr. Sprecher to terminate the put option upon the closing of our initial public offering.

In connection with the termination of the put option, we amended certain registration rights previously granted to CPEX, which as of March 6, 2023 owns 2,941,705 shares of our Common Stock.

Under this agreement, CPEX is entitled to require us to register for resale into the public market its Common Stock if Mr. Sprecher’s employment with us has been terminated.

In addition, we may be obligated to pay the expenses of registration of such shares, including underwriters’ discounts up to a maximum of $4.5 million.

Private Aircraft Arrangement

As previously disclosed, beginning in 2020, ICE’s Nominating & Corporate Governance Committee approved an arrangement that permits a private aircraft owned by Mr. Sprecher and his wife, Kelly Loeffler, to be included in the pool of aircraft managed by a majority owned ICE subsidiary.

To help offset certain fixed costs associated with owning and operating aircraft, this company manages multiple aircraft that are owned by ICE, unaffiliated third parties and Mr. Sprecher and his wife.

The minority owners of the management subsidiary consist of Mr. Sprecher and his wife, who currently own a 4% interest in the management company, and unaffiliated third parties, who each also own a 4% interest.

The ownership interests of Mr. Sprecher and his wife and the unaffiliated third parties decreased from 5% to 4% in 2022 due to the addition of another member.

Under the arrangement, Mr. Sprecher and his wife pay all fees and charges related to the services and use of the hangar at commercial rates for their private aircraft.

The fees and charges paid to the management company consist of a fixed annual cost for the operation of the aircraft, which is consistent with the cost paid by the unaffiliated members with similar aircraft, and a fee for the use of the hangar each year.

The management company routinely adjusts its charges in order to cover costs and not generate profit.

Therefore, in certain years the management company provides the unaffiliated third parties and Mr. Sprecher and his wife with a return of a portion of their fixed annual fees for the operation of their aircraft in the form of a credit against the next year’s fixed fee for operational costs.

INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES

Audit and Non-Audit Fees

Aggregate fees for professional services rendered for us by Ernst & Young LLP as of and for the fiscal years ended December 31, 2022 and 2021 are set forth below.

The aggregate fees included in the Audit Fees category are fees billed *for* the fiscal year for the integrated audit of our annual financial statements and audits and reviews of statutory and regulatory filings.

The aggregate fees included in the Audit-Related, Tax and Other Fees categories are fees for services performed *in* the fiscal years.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Fiscal Year 2022 | | | | Fiscal Year 2021 | | |

| Audit Fees | | $ | 11,858,000 | | | $ | 14,437,000 | |

| Audit-Related Fees | | $ | 1,372,000 | | | $ | 1,577,000 | |

| Tax Fees | | $ | 109,000 | | | $ | 141,000 | |

| All Other Fees | | | — | | | | — | |

| | | | | | | | | |

| Total | | $ | 13,339,000 | | | $ | 16,155,000 | |

| | | | | | | | | |

Audit Fees for the fiscal years ended December 31, 2022 and 2021 were for professional services rendered for the audits of our annual consolidated financial statements, reviews of periodic reports and other documents filed with the SEC, audits of the effectiveness of internal control as required by Section 404 of Sarbanes-Oxley and services that are customarily provided in connection with statutory or regulatory filings.

Audit-Related Fees for the fiscal year ended December 31, 2022 and 2021 were for service organization control and other attestation reports, due diligence for businesses considered for acquisition, agreed upon procedures and financial resource requirement interim profit reviews.

Tax Fees for the fiscal year ended December 31, 2022 and 2021 were for tax compliance and advisory services.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Pursuant to the provisions of its charter, the Audit Committee’s policy is to pre-approve and monitor all audit and permissible non-audit services provided by the independent registered public accounting firm.

These services may include audit services, audit-related services, tax services and other services.

The Audit Committee has sole authority, without action by the Board of Directors, for the review and approval of such services and fees.

The Audit Committee pre-approved all services performed by the independent registered public accounting firm in fiscal year 2022.

57 Amendment No. 1 to 2022 10-K INTERCONTINENTAL EXCHANGE

PART IV

| | (a) | *Documents Filed as Part of this Report* |

| --- | --- | --- |

| | (1) | *Financial Statements* |

| --- | --- | --- |

Our consolidated financial statements and the related reports of management and our independent registered public accounting firm which are required to be filed as part of this report are included in our 2022 Form 10-K filed on February 2, 2023.

These consolidated financial statements are as follows:

| | • | | Consolidated Balance Sheets as of December 31, 2022 and 2021. |

| --- | --- | --- | --- |

| | • | | Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020. |

| --- | --- | --- | --- |

| | • | | Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020. |

| --- | --- | --- | --- |

| | • | | Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the years ended December 31, 2022, 2021 and 2020. |

| --- | --- | --- | --- |

| | • | | Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020. |

| --- | --- | --- | --- |

| | • | | Notes to Consolidated Financial Statements. |

| --- | --- | --- | --- |

| | (2) | *Financial Statement Schedules* |

| --- | --- | --- |

Schedules have been omitted because they are not applicable or the required information is included in the consolidated financial statements or notes, thereto.

| | (3) | *Exhibits* |

| --- | --- | --- |

See (b) below

| | (b) | *Exhibits* |

| --- | --- | --- |

The exhibits listed below under “Index to Exhibits” are filed with or incorporated by reference in our 2022 Form 10-K and this Form 10-K/A.

Where such filing is made by incorporation by reference to a previously filed registration statement or report, such registration statement or report is identified in parentheses.

We will furnish any exhibit upon request to Investor Relations, 5660 New Northside Drive, Atlanta, Georgia 30328.

| | (c) | *Separate financial statements of subsidiaries not consolidated and fifty percent or less owned persons* |

| --- | --- | --- |

The consolidated balance sheet of Bakkt Holdings, Inc. as of December 31, 2021, and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and mezzanine equity and cash flows for the period October 15, 2021 to December 31, 2021 (successor) and the consolidated balance sheet as of December 31, 2020 and the related consolidated statements of operations, comprehensive loss, changes in members’ equity and mezzanine equity and cash flows for the period January 1, 2021 to October 14, 2021 and the year ended December 31, 2020 (predecessor), and the related notes, audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, in each case included in Exhibit 99.1 to this Form 10-K/A, are filed as part of Item 15 of this Form 10-K/A to our 2022 Form 10-K and should be read in conjunction with our consolidated financial statements.

58 Amendment No. 1 to 2022 10-K INTERCONTINENTAL EXCHANGE

EXHIBITS

| | | | | |

| --- | --- | --- | --- | --- |

| Exhibit Number | | | | Description of Document |

| | | | | |

| 2.1 | | — | | [Agreement and Plan of Merger, dated as of May 4, 2022, among Intercontinental Exchange, Inc., Sand Merger Sub Corporation and Black Knight, Inc. (incorporated by reference to Exhibit 2.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 6, 2022, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522142983/d307019dex21.htm) |

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