Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 21, 2020, Intercontinental Exchange, Inc. ("ICE") announced that Charles A. Vice, 56, Vice Chairman of ICE, will retire as Vice Chairman and will no longer serve as an executive officer of ICE effective on March 31, 2020.

In connection with Mr. Vice's transition, ICE and Mr. Vice entered into a Transition and Separation Agreement dated January 21, 2020 (the "Separation Agreement"). Pursuant to the Separation Agreement, Mr. Vice's title will be changed to Advisor to the Chief Executive Officer. Mr. Vice is expected to remain as an employee of ICE until February 28, 2022 to facilitate an orderly transition of his duties and job responsibilities. Mr. Vice's duties to ICE during this transition period will consist of providing advisory services on strategic, market and regulatory matters to one or more of ICE's Chief Executive Officer, President and/or their delegees. Mr. Vice will receive a reduced base salary of $20,000 per year during this transition period and will continue to vest in his existing equity awards and continue to receive his other standard benefits while employed with ICE. No severance payment will be provided to Mr. Vice. The Separation Agreement also contains standard non-competition and non-solicitation provisions, as well as confidentiality, waiver and non-disparagement provisions and a general release of claims against ICE. The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation Agreement, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.




Item 8.01      Other Events

On January 21, 2020, ICE issued a press release announcing these changes. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and the information contained in the press release is incorporated herein by reference.




Item 9.01      Financial Statements and Exhibits



(d)    Exhibits

The following exhibits are filed as part of this Current Report on Form 8-K:





Exhibit No.   Description
  10.1          Transition and Separation Agreement between Intercontinental Exchange
              Holdings, Inc. and Charles A. Vice dated January 21, 2020.
  99.1          Press Release dated January 21, 2020.
104           The cover page from Intercontinental Exchange, Inc.'s Current Report on
              Form 8-K, formatted in Inline XBRL.

© Edgar Online, source Glimpses