8-KShareholder MattersExhibits & Filings

Cboe Global Markets, Inc. 8-K Report, Shareholder Vote Results (Jun 15, 2012)

Filed June 15, 2012For Securities:CBOE

Summary

This 8-K filing by Cboe Global Markets, Inc. (CBOE) on June 15, 2012, details the outcomes of its 2012 Annual Meeting of Stockholders held on June 14, 2012. The primary focus of the report is the voting results on key corporate matters, including the election of directors, advisory approval of executive compensation, and ratification of the independent auditor. Investors can find information regarding the company's governance structure and shareholder alignment on these critical issues. The report indicates that all director nominees were elected, with substantial support from shareholders, though a notable number of broker non-votes were recorded for all nominees. Similarly, shareholders provided advisory approval for the compensation of named executive officers, but the vote was less decisive than director elections, with a significant number of votes against. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2012 was overwhelmingly ratified, demonstrating strong shareholder confidence in the company's audit oversight.

Key Highlights

  • 1All director nominees presented at the 2012 Annual Meeting were elected to the Board of Directors.
  • 2Shareholders approved, on a non-binding advisory basis, the compensation of Cboe's named executive officers.
  • 3The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2012 was ratified.
  • 4A significant number of broker non-votes were recorded for the election of directors, indicating shares held in "street name" where the broker did not receive voting instructions.
  • 5The company held its Annual Meeting of Stockholders on June 14, 2012.
  • 6The filing serves to officially record the voting outcomes of the shareholder meeting with the SEC.

Frequently Asked Questions

The main topics voted on were the election of directors, a non-binding advisory vote on executive compensation (say-on-pay), and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2012.

All nominated directors were elected. While the 'Votes For' significantly outnumbered 'Votes Withheld' for each nominee, there was a consistent and substantial number of 'Broker Non-votes' across all director elections.

A broker non-vote occurs when shares are held by a broker on behalf of a client (in 'street name') and the broker has not received voting instructions from the client. In such cases, brokers can vote on certain 'routine' matters but not on 'non-routine' matters like director elections or executive compensation. This filing shows a considerable number of shares held in street name where instructions were not provided.

Shareholders approved the compensation paid to the Company's named executive officers on a non-binding advisory basis. However, the vote was not as overwhelmingly positive as the director elections or auditor ratification, with a notable number of shares voting against the proposal.