8-K

false 0001381197 0001381197 2026-04-23 2026-04-23

 

 

 
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): April 23, 2026

 
 
Interactive Brokers Group, Inc.
(Exact name of Registrant as Specified in Its Charter)
 
 

Delaware

001-33440

30-0390693

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

ONE PICKWICK PLAZA

 

GREENWICH , Connecticut

 

06830

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 203 618-5800

 

 

(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))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $.01 per share

 

IBKR

 

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

 
 

 

 

Item 5.07 Submission of Matters to a vote of Security Holders
The annual meeting of stockholders of Interactive Brokers Group, Inc. (the "Company") was held on April 23, 2026.
 
The stockholders voted on proposals to elect directors to the Company's Board of Directors (the "Board"); to ratify the appointment of Deloitte as independent auditor; to hold an advisory vote on executive compensation; and to approve an amendment to the Company's 2007 Stock Incentive Plan to extend its term for a ten-year period through April 24, 2037.
 
All nominees for election to the Board were elected for a one-year term expiring at the annual meeting of stockholders in the following year. Each director will hold office until his successor has been elected and qualified or until the director's earlier resignation or removal.
 
The number of votes cast for or against and the number of abstentions with respect to each proposal is set forth below. The Company's independent inspector of election reported the vote of the stockholders as follows:
 
Proposal No. 1 - To elect ten directors to the Board of Directors to serve until the annual stockholders' meeting in 2027, and until their respective successors have been elected and qualified.
 

Election of Directors (Percentages shown are of the votes cast)

 

 

 

 

 

 

 

 

 

 

 

 

Broker

 

 

For

 

Against

 

Abstain

 

Non-Vote

Thomas Peterffy

 

1,401,189,672

 

188,687,271

 

250,649

 

58,060,145

 

88.11%

 

11.87%

 

0.02%

 

 

Earl H. Nemser

 

1,374,500,507

 

213,942,541

 

1,684,544

 

58,060,145

 

86.44%

 

13.45%

 

0.11%

 

 

Milan Galik

 

1,399,889,651

 

190,131,402

 

106,539

 

58,060,145

 

88.03%

 

11.96%

 

0.01%

 

 

Paul J. Brody

 

1,490,370,906

 

99,649,564

 

107,122

 

58,060,145

 

93.72%

 

6.27%

 

0.01%

 

 

Lawrence E. Harris

 

1,567,790,178

 

22,089,216

 

248,198

 

58,060,145

 

98.59%

 

1.39%

 

0.02%

 

 

William Peterffy

 

1,471,952,729

 

118,064,976

 

109,887

 

58,060,145

 

92.57%

 

7.42%

 

0.01%

 

 

Nicole Yuen

 

1,525,299,251

 

64,176,028

 

652,313

 

58,060,145

 

95.92%

 

4.04%

 

0.04%

 

 

Jill Bright

 

1,587,102,968

 

2,782,561

 

242,063

 

58,060,145

 

99.81%

 

0.17%

 

0.02%

 

 

Richard Repetto

 

1,586,540,241

 

3,340,125

 

247,226

 

58,060,145

 

99.77%

 

0.21%

 

0.02%

 

 

Lori Conkling

 

1,587,089,600

 

2,796,232

 

241,760

 

58,060,145

 

 

99.80%

 

0.18%

 

0.02%

 

 

Proposal No. 2 - To ratify the appointment of Deloitte as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

For

 

Against

 

Abstain

1,632,076,351

 

15,997,537

 

113,849

Proposal No. 3 - To hold an advisory vote on executive compensation.

 

 

 

 

 

 

Broker

For

 

Against

 

Abstain

 

Non-Vote

1,559,332,073

 

30,467,918

 

327,601

 

58,060,145

 

 
 

 

 

Proposal No. 4 - To approve an amendment to the Company's 2007 Stock Incentive Plan to extend its term for a ten-year period through April 24, 2037.
 

 

 

 

 

 

 

Broker

For

 

Against

 

Abstain

 

Non-Vote

1,483,378,857

 

106,329,709

 

419,026

 

58,060,145

Item 9.01 Financial Statements and Exhibits
 

Exhibit No.

Description

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL Document).

 
 
***

 
 

 

 

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.

 

 

 

INTERACTIVE BROKERS GROUP, INC.

 

 

 

 

Date:

April 29, 2026

By:

/s/ Paul J. Brody

 

 

 

Paul J. Brody
Chief Financial Officer, Treasurer and Secretary