8-KCorporate Changes

Cboe Global Markets, Inc. 8-K Report, Bylaw Amendment (Jan 24, 2014)

Filed January 24, 2014For Securities:CBOE

Summary

This 8-K filing from Cboe Global Markets, Inc. (then CBOE Holdings, Inc.) on January 24, 2014, primarily details an amendment to the company's bylaws concerning director elections. The key change is the adoption of a majority voting standard for uncontested director elections, effective January 17, 2014. This means that in situations where there is no opposing candidate, a director nominee must receive more 'for' votes than 'against' votes to be elected.

Key Highlights

  • 1Cboe Holdings, Inc. amended and restated its bylaws on January 17, 2014.
  • 2The primary change is the adoption of a majority voting standard for director elections.
  • 3This majority voting standard applies only to uncontested director elections.
  • 4In uncontested elections, directors must now receive a majority of votes cast to be elected.
  • 5The plurality voting standard remains in effect for contested director elections.
  • 6The amendment was approved by the board of directors on December 11, 2013.
  • 7The filing incorporates the Second Amended and Restated Bylaws as an exhibit.

Frequently Asked Questions

The main change is the shift from a plurality voting standard to a majority voting standard for the election of directors, but only in uncontested elections. This means that if there are no competing candidates for a board seat, the nominee must receive more 'for' votes than 'against' votes to be elected.

No, the bylaws explicitly state that the plurality voting standard will be retained for contested director elections, where multiple candidates are vying for a single or multiple board seats.

The Second Amended and Restated Bylaws, including the new majority voting standard for uncontested director elections, became effective on January 17, 2014.

Companies often adopt majority voting standards to enhance corporate governance and align director accountability more closely with shareholder will. It can signal a commitment to responsiveness to shareholder interests, especially in cases where incumbents might otherwise be elected with minimal support in uncontested races.