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What changed 10-K

Item 5. Market for Registrant’s Common Equity

2023-02-02 compared with 2022-02-03 · 12 added, 21 removed, 43 unchanged (43% of the section changed)

1 unchanged sentence

Approximate Number of Holders of Common Stock

As of February 1, 2022, there were approximately 492 holders of record of our common stock.

As of January 31, 2023, 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.”

4 unchanged sentences

• Intercontinental Exchange, Inc.

2022 Omnibus Employee Incentive Plan

• Intercontinental Exchange, Inc.

2022 Omnibus Non-Employee Director Incentive Plan

• Intercontinental Exchange, Inc.

2018 Employee Stock Purchase Plan

4 unchanged sentences

• 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.

The 2017 Omnibus Employee Incentive Plan was retired in May 2022 upon adoption of the 2022 Omnibus Employee Incentive Plan.

No future grants will be made from the retired plans.

16 unchanged sentences

6,357 $ 76.38 40,157

(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.

(1) The 2013 Omnibus Employee Incentive Plan was approved by our stockholders in May 2013.

The 2017 Omnibus Employee Incentive Plan was approved by our stockholders in May 2017.

The 2022 Omnibus Employee Incentive Plan and the 2022 Omnibus Non-Employee Director Incentive Plan were approved by our stockholders in May 2022.

Of the 6.4 million securities to be issued upon exercise, 2.8 million are options with a weighted average exercise price of $76.38 and the remaining 3.5 million securities are restricted stock shares that do not have an exercise price.

3 unchanged sentences

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:

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.

The $3.15 billion replaced the previous amount approved by the Board.

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), in December 2021 we entered into a new Rule 10b5-1 trading plan that became effective in February 2022 and that governed some of our repurchases of shares of our common stock.

During 2022, we repurchased 5.0 million shares of our outstanding common stock at a cost of $632 million.

In connection with our pending acquisition of Black Knight, on May 4, 2022 we terminated our Rule 10b5-1 trading plan and suspended share repurchases.

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 2022.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.