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NYSE Euronext Announces 2013 Annual Meeting Of Stockholders Vote Results

Date 26/04/2013

At the NYSE Euronext (NYX) annual stockholders’ meeting held on April 25, 2013:

  • 16 director nominees received a majority of votes cast, with an average approval rate of 96.35% of votes cast,
  • Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2013,
  • Stockholders approved on an advisory, non-binding basis, the Company’s executive compensation,
  • Stockholders approved a Company proposal amending and restating the Company’s Omnibus Incentive Plan,
  • Stockholders reapproved the performance goals under the Company’s Omnibus Incentive Plan,
  • Stockholders did not approve a Company proposal amending certain provisions in the Company’s Amended and Restated Certificate of Incorporation (Charter) to allow stockholders to call special meetings (Special Meeting Proposal), and
  • Stockholders did not approve a Company proposal amending certain provisions in the Company’s Charter to allow stockholders to act by written consent (Written Consent Proposal).

To be approved, the Special Meeting Proposal and the Written Consent Proposal each required the affirmative vote of not less than 80% of the shares of our outstanding stock entitled to be voted at the annual meeting. The Special Meeting Proposal received the support of 99.39% of the shares of our outstanding stock actually voted at the meeting, but only 63.78% of the shares of our outstanding stock entitled to be voted, and therefore the proposal was not approved. The Written Consent Proposal received the support of 97.84% of the shares of our outstanding stock actually voted at the meeting, but only 62.79% of the shares of our outstanding stock entitled to be voted, and therefore the proposal was not approved.

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

The stockholders elected the following persons to the Board of Directors:

Director

For

Against

Abstain

Jan-Michiel Hessels (Chairman)

151,172,140

3,750,378

827,937

Marshall N. Carter (Deputy Chairman)

151,738,256

3,252,684

759,515

Duncan L. Niederauer (Chief Executive Officer)

151,518,813

3,486,768

744,874

Dominique Cerutti (President & Deputy Chief Executive Officer)

151,286,397

3,707,703

756,355

André Bergen

151,908,173

3,028,523

813,759

Ellyn L. Brown

151,884,213

3,110,006

756,236

Sir George Cox

151,259,322

3,725,870

765,263

Sylvain Hefes

149,642,552

5,347,815

760,088

Lawrence E. Leibowitz (Chief Operating Officer)   

153,411,657

1,582,570

756,228

Duncan M. McFarland

145,940,728

9,033,568

776,159

James J. McNulty

145,968,544

9,023,732

758,179

Luís Maria Viana Palha da Silva

153,082,621

1,906,126

761,708

Robert G. Scott

151,771,293

3,219,892

759,270

Jackson P. Tai

143,957,388

10,991,026

802,041

Rijnhard van Tets

150,928,097

4,038,469

783,889

Sir Brian Williamson

145,459,865

9,535,202

755,388


The following table lists the vote results for the remaining proposals:

Proposal

For

Against

Abstain

Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2013

194,443,422

1,070,746

297,486

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

141,841,906

12,486,024

1,422,525

Company proposal to approve the Amended and Restated NYSE Euronext Omnibus Incentive Plan

151,841,021

3,534,609

374,825

Company proposal to reapprove the performance goals under the NYSE Euronext Omnibus Incentive Plan

152,538,130

2,848,366

363,959

Company Special Meeting Proposal

154,797,834

616,557

336,064

Company Written Consent Proposal

152,383,069

3,043,960

323,426


In addition to the figures provided above, there were 40,061,199 broker non-votes for each of the proposals with the exception of the ratification of auditors, which had zero broker non-votes.