01—Abstract
Summary
Summary of the 8-K filed December 20, 2010. Cited figures are marked; the original filing is the authoritative source.
Cboe Global Markets, Inc. (CBOE) filed an 8-K on December 20, 2010, to report the approval and entry into a material definitive agreement concerning director indemnification.
The company's board of directors approved a standard form of director indemnification agreement, which is effective for all current and future directors serving on or after December 15, 2010. This agreement aims to provide CBOE directors with comprehensive indemnification against expenses, judgments, fines, and settlement amounts incurred during their service, provided they acted in good faith and in the best interest of the company.
It also includes provisions for the advancement of legal expenses, subject to an undertaking to repay if the director is ultimately found not entitled to indemnification. This move is typical for publicly traded companies to ensure board members are protected, thereby encouraging qualified individuals to serve.
02—Key points
Key Highlights
- CBOE entered into a material definitive agreement on December 15, 2010.
- The agreement establishes a director indemnification policy for the company.
- All current directors are entering into this agreement.
- The company will indemnify directors for expenses incurred in connection with their service, to the extent permitted by law.
- Directors must have acted in good faith and in the best interests of the company to be indemnified.
- The agreement allows for the advancement of expenses, subject to an undertaking.
- This policy is designed to protect directors and encourage service.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K filing?
The primary purpose of this 8-K filing is to inform investors that Cboe Global Markets, Inc. has entered into a material definitive agreement, specifically a Director Indemnification Agreement, designed to protect its board members.
Who is covered by this director indemnification agreement?
The agreement covers all individuals holding office as a director of CBOE Global Markets, Inc. on or after December 15, 2010, including all of the company's current directors.
What kind of protection does this agreement offer to directors?
The agreement generally provides that the company will indemnify directors against most expenses, judgments, fines, and settlement amounts they might incur due to their service, as long as they acted in good faith and in what they reasonably believed to be the company's best interests. It also allows for the advancement of legal expenses.
Are there any limitations to the indemnification provided?
Yes, indemnification is contingent upon the director acting in good faith and in the best interests of the company. In cases where a director is judged liable to the company, indemnification requires a determination by the Delaware Court of Chancery that the director is fairly entitled to it. Also, advancement of expenses requires an undertaking to repay if it's ultimately determined the director is not entitled to indemnification.
04—Continue