01—Abstract
Summary
Summary of the 8-K filed December 12, 2012. Cited figures are marked; the original filing is the authoritative source.
Cboe Global Markets, Inc. (CBOE) announced a significant leadership transition in an 8-K filing dated December 12, 2012.
Effective at the company's 2013 Annual Meeting of Stockholders (the "Transition Time"), William J. Brodsky will step down as CEO and, if re-elected as a director, will assume the role of Executive Chairman. Edward T.
Tilly, currently President and COO, is slated to become the new CEO. Edward L.
Provost will be appointed as President and COO. These changes are accompanied by new employment agreements and a revised severance plan, outlining compensation, equity awards, and severance provisions for the transitioning executives.
02—Key points
Key Highlights
- William J. Brodsky to transition from CEO to Executive Chairman role after the 2013 Annual Meeting.
- Edward T. Tilly appointed as the new Chief Executive Officer, effective at the Transition Time.
- Edward L. Provost to be appointed as President and Chief Operating Officer, effective at the Transition Time.
- William J. Brodsky to receive $2.5 million in restricted stock awards for 2012 and 2013 service, and his base salary will continue through 2013, followed by a reduced salary in 2014.
- Edward T. Tilly's new employment agreement includes a base salary of $800,000 and a $2.0 million restricted stock award upon becoming CEO.
- Edward L. Provost's new role will include a base salary of $530,000 and a $500,000 restricted stock award.
- The company adopted amendments to its Executive Severance Plan, including provisions for Mr. Provost's retirement and pro-rated equity awards upon certain terminations.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
This 8-K filing announces a significant leadership transition at Cboe Global Markets, Inc., detailing the departure of William J. Brodsky as CEO, his new role as Executive Chairman, and the appointment of Edward T. Tilly as the new CEO and Edward L. Provost as President and COO.
What are the key compensation changes for the departing and incoming executives?
William J. Brodsky will receive substantial equity awards and continued salary through 2013, transitioning to a reduced salary in 2014 for his Executive Chairman role. Edward T. Tilly will see his base salary increase to $800,000 and receive a $2.0 million restricted stock award upon becoming CEO. Edward L. Provost will receive a $530,000 salary and a $500,000 restricted stock award for his new position.
Are there any changes to the company's severance policies?
Yes, the company adopted amendments to its Executive Severance Plan. These include specific provisions for Mr. Provost's retirement and a modification regarding pro-rated equity awards upon certain employment terminations.
When will these leadership changes take effect?
The leadership changes are scheduled to take effect at the close of business on the date of Cboe Global Markets, Inc.'s 2013 Annual Meeting of Stockholders, referred to as the 'Transition Time'.
04—Continue