Edgar Filing: NYSE Euronext

NYSE EURONEXT

Date: May 2, 2011

/s/ Janet L. McGinness

Janet L. McGinness

Senior Vice President & Corporate Secretary

Form 8-K

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

April 28, 2011

Date of Report (Date of earliest event reported)

NYSE Euronext

(Exact name of registrant as specified in its charter)

Delaware

001-33392

20-5110848

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

11 Wall Street

New York, New York

10005

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 656-3000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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))

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The stockholders of NYSE Euronext voted on seven proposals at the annual stockholders’ meeting held on April 28, 2011:

1. To elect 16 directors of NYSE Euronext to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified.

2. To act upon a proposal to ratify the selection of PricewaterhouseCoopers LLP as NYSE Euronext’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

3. To act upon a Company proposal to amend its certificate of incorporation to eliminate certain supermajority voting requirements.

4. To act upon, on a non-binding, advisory basis, a Company proposal to approve executive compensation (“Say-on-Pay” Proposal).

5. To act upon, on a non-binding, advisory basis, a Company proposal to determine the frequency of the non-binding, advisory vote to approve executive compensation (“Say-When-On-Pay” Proposal).

6. To act upon a stockholder proposal regarding the power of stockholders to call special meetings.

7. To act upon a stockholder proposal regarding stockholder action by written consent.

The final results for each of the matters submitted to a vote of stockholders at the annual meeting are as follows:

Proposal No. 1: All of the director nominees were elected to NYSE Euronext’s Board of Directors based upon the following votes:


Nominee	Votes For		Votes Against		Abstentions

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

There were 44,796,364 broker non-votes for this proposal.

Proposal No. 2: The proposal to ratify the selection of PricewaterhouseCoopers LLP as NYSE Euronext’s independent registered public accounting firm for the fiscal year ending December 31, 2011 received the following votes:

•

202,018,332 votes for approval

•

4,963,590 votes against

•

1,217,298 abstentions

There were no broker non-votes for this proposal.

Proposal No. 3: The proposal to amend the certificate of incorporation to eliminate certain supermajority voting requirements received the following votes:

•

197,088,940 votes for approval

•

10,309,853 votes against

•

800,427 abstentions

There were no broker non-votes for this proposal.

Proposal No. 4: The “Say-On-Pay” Proposal received the following votes:

•

135,777,181 votes for approval

•

26,248,587 votes against

•

1,377,088 abstentions

There were 44,796,364 broker non-votes for this proposal.

Proposal No. 5: The “Say-When-On-Pay” Proposal received the following votes:

•

126,809,533 votes for every 1 year

•

2,015,090 votes for every 2 years

•

22,411,816 votes for every 3 years

•

2,688,242 abstentions

There were 52,274,539 broker non-votes for this proposal.

Proposal No. 6: The stockholder proposal regarding the power of stockholders to call special meetings received the following votes:

•

119,834,600 votes for approval

•

42,955,869 votes against

•

612,387 abstentions

There were 44,796,364 broker non-votes for this proposal.

Proposal No. 7: The stockholder proposal regarding stockholder action by written consent received the following votes:

•

129,280,999 votes for approval

•

33,137,009 votes against

•

984,848 abstentions

There were 44,796,364 broker non-votes for this proposal.

A copy of the press release announcing the results of the stockholder vote is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits


Exhibit Number		Description

99.1		Press Release, dated May 2, 2011, entitled “NYSE Euronext Announces 2011 Annual Meeting Shareholder Vote Results and Names Dominique Cerutti to its Board of Directors”

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.