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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Approximate Number of Holders of Common Stock

As of February 1, 2022, there were approximately 492 holders of record of our common stock. Our common stock trades on the New York Stock Exchange under the ticker symbol “ICE.”

Dividends

Our Board of Directors has adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be determined quarterly by the Board or Audit Committee of the Board of Directors taking into account such factors as our evolving business model, prevailing business conditions and our financial results and capital requirements, without a predetermined annual net income payout ratio. The declaration of dividends is subject to the discretion of our Board of Directors, and may be affected by various factors, including our future earnings, financial condition, capital requirements, share repurchase activity, current and future planned strategic growth initiatives, levels of indebtedness, credit ratings and other considerations our Board of Directors deems relevant.

Equity Compensation Plan Information

The following provides information about our common stock that has been or may be issued under our equity compensation plans as of December 31, 2021:

  • Intercontinental Exchange, Inc. 2018 Employee Stock Purchase Plan

  • Intercontinental Exchange, Inc. 2017 Omnibus Employee Incentive Plan

  • Intercontinental Exchange, Inc. 2013 Omnibus Employee Incentive Plan

  • Intercontinental Exchange, Inc. 2013 Omnibus Non-Employee Director Incentive Plan

  • Intercontinental Exchange, Inc. 2009 Omnibus Incentive Plan

  • Intercontinental Exchange, Inc. 2003 Restricted Stock Deferral Plan for Outside Directors

The 2009 Omnibus Incentive Plan was retired in May 2013 upon adoption of the 2013 Omnibus Employee Incentive Plan. The 2013 Omnibus Employee Incentive Plan was retired in May 2017 upon adoption of the 2017 Omnibus Employee Incentive Plan. No future grants will be made from the retired plans. All future grants to employees will be made under the Intercontinental Exchange, Inc. 2017 Omnibus Employee Incentive Plan and to directors under the Intercontinental Exchange, Inc. 2013 Omnibus Non-Employee Director Incentive Plan. All purchases made pursuant to the Employee Stock Purchase Plan are made from the 2018 Employee Stock Purchase Plan.

Plan CategoryNumber of securities to be issued upon exercise of outstanding options and rights (in thousands) (a)Weighted average exercise price of outstanding options (b)Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in thousands) (c)
Equity compensation plans approved by security holders(1)6,476(1)$68.77(1)31,555
Equity compensation plans not approved by security holders(2)50(2)—(2)—
TOTAL6,526$68.7731,555

(1) The 2009 Omnibus Incentive Plan was approved by our stockholders in May 2009. The 2013 Omnibus Employee Incentive Plan and the 2013 Omnibus Non-Employee Director Incentive Plan were approved by our stockholders in May 2013. The 2017 Omnibus Employee Incentive Plan was approved by our stockholders in May 2017. Of the 6.5 million securities to be issued upon exercise, 3.0 million are options with a weighted average exercise price of $68.77 and the remaining 3.5 million securities are restricted stock shares that do not have an exercise price. The 2018 Employee Stock Purchase Plan was approved by stockholders in May 2018.

(2) This category includes the 2003 Restricted Stock Deferral Plan for Outside Directors. All of the 50,000 securities to be issued are restricted stock shares that do not have an exercise price. For more information concerning these plans, see Note 11 to our consolidated financial statements, which are included in this Annual Report.

Performance Graph

The following graph compares the total return of our common stock to the S&P 500 Index and a peer group selected by us, shown below, for the past five years:

ice-20211231_g4.jpg

ice-20211231_g5.jpg

  1. $100 invested on 12/31/2016 in stock or index, including reinvestment of dividends. Fiscal year ending December 31, 2021.

  2. Copyright © 2022 Standard & Poor's, a division of S&P Global. All rights reserved.

  3. The peer group includes CME Group Inc., Deutsche Boerse AG, IHS Markit LTD, London Stock Exchange Group PLC, MSCI Inc., Nasdaq Inc. and S&P Global Inc.

Stock Repurchases

With respect to purchases made by or on behalf of ICE or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Exchange Act), prior to early August 2020, we had a Rule 10b5-1 trading plan that governed some of the repurchases of shares of our common stock. In connection with our September 2020 acquisition of Ellie Mae, we discontinued stock repurchases and terminated our Rule 10b5-1 trading plan. In November 2021, we resumed stock repurchases. In December 2021, our Board approved an aggregate of $3.15 billion for future repurchases of our common stock with no fixed expiration date that became effective January 1, 2022. The $3.15 billion replaces the previous amount approved by the Board. In December 2021 we entered into a new Rule 10b5-1 trading plan that will become effective in February 2022.

Refer to Note 12 to our consolidated financial statements, included in this Annual Report, for additional details on our stock repurchase plans and our repurchase activity during 2021.

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