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NYSE Euronext Announces 2011 Annual Meeting Shareholder Vote Results And Names Dominique Cerutti To Its Board Of Directors

Date 02/05/2011

At the Company’s annual stockholders’ meeting held on April 28, 2011, NYSE Euronext (NYX) shareholders:

  • Elected the full slate of 16 director nominees to the Company’s Board of Directors,with an average approval rate of 80% of votes cast,
  • Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2011,
  • Did not approve a Company proposal to adopt a simple majority vote requirement to amend or repeal certain provisions in the Company’s charter,
  • Approved on an advisory, non-binding basis, the Company’s executive compensation,
  • Approved on an advisory, non-binding basis, a frequency of every one year for holding the non-binding, advisory vote on executive compensation,
  • Approved a stockholder proposal regarding the power of stockholders to call special meetings, and
  • Approved a stockholder proposal regarding stockholder action by written consent.  

To be approved, the proposal to adopt a simple majority vote requirement to amend or repeal certain provisions in the Company’s charter required the affirmative vote of at least 80% of the shares of our outstanding stock entitled to be voted at the meeting.   The proposal received the support of 94.66% of the shares of our outstanding stock actually voted but only 75.45% the shares of our outstanding stock entitled to be voted, and therefore the proposal was not approved.

Among the 16 elected directors is Dominique Cerutti, the Company’s president and deputy chief executive officer and head of Global Technology, who is a newly elected member of the Board. Mr. Cerutti has considerable experience in leading the business operations of a global technology company, where he served in several senior leadership roles.  Prior to joining NYSE Euronext, Mr. Cerutti served as general manager of IBM Southwest Europe from 2005 until 2009.  For more details click here:http://www.nyse.com/corpgovernance/1261133696939.html 

The Company’s Inspector of Elections, MacKenzie Partners, Inc., informed the Company of the following shareholder vote results:

  • The shareholders elected the following persons to the Board of Directors:

Director

For

Against

Abstain

Jan-Michiel Hessels (Chairman)

133,851,068

28,845,125

706,663

Marshall N. Carter (Deputy Chairman)

135,322,647

27,441,975

638,234

Duncan L. Niederauer (Chief Executive Officer)

134,981,604

27,783,480

637,772

Dominique Cerutti (President & Deputy Chief Executive Officer)

135,452,710

27,234,068

716,078

André Bergen

134,728,875

27,895,192

778,789

Ellyn L. Brown

134,821,425

27,872,308

709,123

Patricia M. Cloherty

134,730,990

27,934,712

737,154

Sir George Cox

134,668,398

28,016,805

717,653

Sylvain Hefes

134,832,508

27,856,717

713,631

Duncan M. McFarland

131,308,762

31,382,834

711,260

James J. McNulty

123,603,472

39,083,243

716,141

Ricardo Salgado

131,064,187

31,617,031

721,638

Robert G. Scott

134,913,723

27,766,088

723,045

Jackson P. Tai

135,090,669

27,573,253

738,934

Rijnhard van Tets

134,593,133

28,088,299

721,424

Sir Brian Williamson

130,923,333

31,766,376

713,147

  • The following table lists the vote results for the remaining proposals, other than the proposal to determine the frequency of the advisory vote on executive compensation:

Proposal

For

Against

Abstain

Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2011

202,018,332

4,963,590

1,217,298

Company proposal to adopt a simple majority vote requirement to amend or repeal certain provisions in the Company’s charter.

197,088,940

10,309,853

800,427

Non-binding advisory vote on a Company proposal to approve executive compensation

135,777,181

26,248,587

1,377,088

Stockholder proposal regarding the power of stockholders to call special meetings

119,834,600

42,955,869

612,387

Stockholder proposal regarding stockholder action by written consent

129,280,999

33,137,009

984,848

  • The following table lists the vote results of the non-binding, advisory vote on a Company proposal to determine the frequency of the advisory vote on executive compensation:

Every 1 year

Every 2 years

Every 3 years

Abstain

126,809,533

2,015,090

22,411,816

2,688,242