MarketAxess supplements proxy statement to address merger litigation

MarketAxess Holdings Inc. filed a supplemental proxy statement on October 23, 2026, to address allegations that its merger disclosures were incomplete. The company stated it is making these changes voluntarily to avoid litigation risks that could delay the pending acquisition by Intercontinental Exchange, Inc. The supplemental disclosures do not constitute an admission of legal necessity or wrongdoing.

The filing relates to the Agreement and Plan of Merger signed on July 29, 2026, which proposes that Intercontinental Exchange acquire MarketAxess. Under the terms, Igloo Merger Sub II, Inc., a wholly owned subsidiary of Intercontinental Exchange, will merge with MarketAxess, leaving MarketAxess as a wholly owned subsidiary. MarketAxess stockholders are scheduled to vote on the proposal at a special meeting on October 29, 2026.

Between October 6 and October 15, 2026, three purported stockholders filed complaints in New York state courts alleging that the definitive proxy statement contained materially misleading information. The plaintiffs in Eric Johnson v. MarketAxess Holdings Inc., Richard Lawrence v. MarketAxess Holdings Inc., and Derek Robertson v. Nancy Altobello et al. seek injunctive relief to stop the transaction until additional disclosure is provided. The Robertson complaint also asserts breach of fiduciary duty against MarketAxess directors and aiding and abetting against Intercontinental Exchange. As of October 23, the company had also received 15 stockholder demand letters raising similar disclosure concerns.

MarketAxess and other defendants deny all allegations, stating they are without merit and that no further disclosure is required by law. The company cited the desire to minimize costs and uncertainties inherent in litigation as the reason for providing the supplemental disclosures.

The new disclosures clarify that MarketAxess's board and management regularly review strategic direction and have considered potential strategic alternatives during the two years prior to the merger agreement. The supplemental text notes that management representatives met with parties expressing interest in a potential transaction involving the company, including Intercontinental Exchange.