MARKETAXESS HOLDINGS INC

The proposal asks the Board to amend the company’s governing documents to permit stockholders holding a combined 10% of outstanding common stock (or the lowest percentage permitted by state law) to call a special shareholder meeting and to remove any one-year holding or record-holder restrictions. The proponent argues that the existing 25% threshold and holding-period requirements make the special meeting right effectively unusable and that a 10% threshold would strengthen board accountability. The supporting statement cites recent stock price pressure, increased expenses, and competitive challenges as rationale for giving shareholders a more accessible mechanism to request a meeting. The proposal requests the meeting be easy to convene (including online) and opposes ‘‘poison pill’’ style restrictions that limit participation.