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| NYX > SEC Filings for NYX > Form 8-K on 3-Apr-2009 | All Recent SEC Filings |
3-Apr-2009
Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligati
On April 1, 2009, NYSE Euronext entered into a new $500 million 364-day Credit Agreement (the "Credit Agreement") by and among NYSE Euronext as borrower, the subsidiary borrowers, the lenders party thereto, Bank of America, N.A., as administrative agent for the lenders, and the other financial institutions party thereto as agents, to refinance its expiring $1.0 billion 364-day Credit Agreement.
The Credit Agreement will be used as a liquidity backstop for NYSE Euronext's global commercial paper program as well as for general corporate purposes. On the effective date no borrowings were funded under the Credit Agreement.
NYSE Euronext may elect to have revolving loans under the Credit Agreement borrowed in various currencies, including U.S. dollars, English pounds sterling, or Euros, with various interest rate options. In addition, NYSE Euronext will pay a commitment fee ranging from 0.175% to 0.30% of the daily unused amounts of the commitments under the Credit Agreement, based on the credit ratings of NYSE Euronext's senior, unsecured, long-term indebtedness without any credit support.
The Credit Agreement is unsecured and contains customary representations and warranties (including, but not limited to, those relating to organization and authorization and compliance with laws), customary affirmative covenants (including, but not limited to, delivery of financial statements), negative covenants relating to liens, fundamental changes and minimum total stockholders' equity and customary events of default (including, but not limited to, monetary defaults, covenant defaults, and bankruptcy events).
The description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 1.01 above is hereby incorporated in this Item 2.03 by reference.
(b) Retirement of Named Executive Officer
On April 2, 2009, Jean-François Théodore (Deputy Chief Executive Officer & Director) announced his retirement as Deputy Chief Executive Officer effective December 31, 2009. Subject to regulatory approval, he will remain a director of NYSE Euronext following his retirement.
The stockholders of NYSE Euronext voted on four proposals at the annual stockholders' meeting held on April 2, 2009:
1. To elect 18 directors of NYSE Euronext to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified.
2. To act upon a proposal to ratify the selection of PricewaterhouseCoopers LLP as NYSE Euronext's independent registered public accounting firm for the fiscal year ending December 31, 2009.
3. To act upon a stockholder proposal relating to certificated shares.
4. To act upon a stockholder proposal relating to simple majority voting.
The nominees for director were elected based upon the following votes:
Nominee Votes For Votes Withheld Jan-Michiel Hessels (Chairman ) 180,379,520 7,557,958 Marshall N. Carter (Deputy Chairman) 180,245,340 7,692,138 Duncan L. Niederauer (Chief Executive Officer) 180,784,130 7,153,348 Jean-François Théodore (Deputy Chief Executive Officer) 180,523,427 7,414,051 Ellyn L. Brown 180,417,178 7,520,300 Patricia M. Cloherty 179,890,754 8,046,724 Sir George Cox 179,953,343 7,984,135 Sylvain Hefes 180,007,312 7,930,166 Dominique Hoenn 180,016,581 7,920,897 Shirley Ann Jackson 173,554,393 14,383,085 James S. McDonald 179,400,788 8,536,690 Duncan M. McFarland 174,381,640 13,555,838 James J. McNulty 180,659,891 7,277,587 Baron Jean Peterbroeck 179,897,657 8,039,821 Alice M. Rivlin 179,767,211 8,170,267 Ricardo Salgado 171,926,650 16,010,827 Rijnhard van Tets 179,660,670 8,276,808 Sir Brian Williamson 172,105,795 15,831,683 |
There were no broker non-votes for this proposal.
The proposal to ratify the selection of PricewaterhouseCoopers LLP as NYSE Euronext's independent registered public accounting firm for the fiscal year ending December 31, 2009 received the following votes:
• 185,352,144 votes for approval
• 2,180,643 votes against
• 404,691 Abstentions
There were no broker non-votes for this proposal.
The proposal relating to certificated shares received the following votes:
• 13,132,686 votes for approval
• 109,386,390 votes against
• 2,225,987 abstentions
There were 63,192,415 broker non-votes for this proposal.
The proposal relating to simple majority voting:
• 95,454,722 votes for approval
• 28,115,795 votes against
• 1,174,546 abstentions
There were 63,192,415 broker non-votes for this proposal.
(d) Exhibits
Exhibit
Number Description
10.1 364-Day Credit Agreement ($500,000,000), dated as of April 1, 2009,
between NYSE Euronext, the Subsidiary Borrowers party hereto, the Lenders
party hereto, Bank of America, N.A. as Administrative Agent, and the
other financial institutions party thereto as agents.
99.1 Press Release, dated April 2, 2009, entitled "NYSE Euronext Announces
2009 Annual Meeting Shareholder Vote Results."
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