8-K
false 0001758730 0001758730 2021-05-11 2021-05-11

 

 

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): May 11, 2021

 

 

Tradeweb Markets Inc.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-38860   83-2456358

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1177 Avenue of the Americas

New York, New York

  10036
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (646) 430-6000

 

 

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 class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A common stock, par value $0.00001   TW   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.

On May 11, 2021, Tradeweb Markets Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders. At the 2021 Annual Meeting of Stockholders, stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 30, 2021 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of the stockholders were as follows:

Proposal 1:    Election of Directors.

The Company’s stockholders elected the persons listed below as Class II directors for a three-year term expiring at the Company’s 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Paula Madoff

  1,255,425,557   36,969,301   3,032,663

Thomas Pluta

  1,260,377,619   32,017,239   3,032,663

Brian West

  1,240,003,230   52,391,628   3,032,663

Proposal 2:    Ratification of Appointment of Deloitte & Touche LLP Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

 

Votes For

 

Votes Against

 

Abstentions

1,295,393,998   29,830   3,693

Proposal 3:    Advisory Vote on Executive Compensation.

The Company’s stockholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers (the “Say-On-Pay Vote”) as disclosed in the Proxy Statement.

 

Votes For

 

Votes Against

 

Abstentions

  

Broker Non-Votes

1,278,118,972   14,107,879   168,007    3,032,663

Proposal 4:    Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation.

The Company’s stockholders voted, in a non-binding advisory vote, for a frequency for future advisory votes on executive compensation (the “Say-On-Frequency Vote”) as follows:

 

1 Year

 

2 Years

 

3 Years

  

Abstentions

  

Broker Non-Votes

78,116,380   11,319   1,210,409,628    3,857,531    3,032,663


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.

 

    TRADEWEB MARKETS INC.
Date: May 17, 2021     By:  

/s/ Douglas Friedman

    Name:   Douglas Friedman
    Title:   General Counsel