Intercontinental Exchange, Inc.

The proposal requests that the Board adopt a permanent policy (and amend governing documents if necessary) to separate the roles of Chairman and Chief Executive Officer so two different people hold those offices, and that the Chair be an independent director. It allows the Board to appoint a non-independent interim chair only while it seeks an independent chair and contemplates phased implementation during the next CEO contract renewal or transition. The proponent frames the change as improving oversight, accountability and transparency and cites recent operational and market headwinds (slower trading volumes, mortgage technology challenges, increased expenses, analyst downgrades) and insider selling as reasons for enhanced independent board leadership. The proposal was submitted by a stockholder (John Chevedden) meeting SEC ownership thresholds for a shareholder proposal and asks stockholders to approve the independent-chair requirement.