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): March 30, 2006
MarketAxess Holdings Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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0-50670
(Commission
File Number)
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52-2230784
(IRS Employer
Identification No.) |
140 Broadway, 42nd Floor
New York, New York 10005
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (212) 813-6000
(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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
MarketAxess Holdings Inc. (the “Company”) and Richard M. McVey, President, Chief Executive
Officer and Chairman of the Board of Directors of the Company, entered into a Restricted Stock
Agreement (the “Agreement”) dated as of January 31, 2006, pursuant to the Company’s 2004 Stock
Incentive Plan (the “Plan”). The Agreement documents the issuance of 405,000 shares of the
Company’s common stock, par value $.003 per share (the “Shares”) that was approved on January 31,
2006. The Agreement was accepted by Mr. McVey on March 30, 2006. A copy of the Agreement is
attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Pursuant to the Plan and the Agreement, the Shares are subject to certain restrictions, which
restrictions will expire in accordance with the provisions of the Plan and the Agreement. While
the restrictions are in effect, the Shares subject to such restrictions are referred to as
“Restricted Stock.” The Restricted Stock vests and ceases to be restricted (but remains subject to
the other terms of the Agreement and the Plan) in five equal annual installments, commencing on
February 1, 2007. Notwithstanding the foregoing, the Restricted Stock will vest and cease to be
restricted (but will remain subject to the other terms of the Agreement and the Plan) upon the
attainment of certain specified performance goals, as determined by the Company’s Compensation
Committee in its sole discretion. In addition, vesting is accelerated upon certain termination and
change of control events.
Item 9.01 Exhibits
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10.1 |
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Restricted Stock Agreement Pursuant to the MarketAxess Holdings
Inc. 2004 Stock Incentive Plan, dated as of January 31, 2006, by and between
MarketAxess Holdings Inc. and Richard M. McVey. |
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