01—Abstract
Summary
Summary of the 8-K filed May 17, 2019. Cited figures are marked; the original filing is the authoritative source.
Cboe Global Markets, Inc. (CBOE) filed an 8-K report on May 17, 2019, detailing key executive compensation changes and the results of their 2019 Annual Meeting of Stockholders.
The most significant executive compensation news is the amended and restated employment agreement with CEO Edward T. Tilly. This new agreement extends his term until December 31, 2020, with automatic one-year renewals, and outlines his compensation package for 2019, including a base salary of $1,265,000,a a target annual bonus of $2,087,250, and a target equity incentive award valued at $4,300,000.
The agreement also includes updated definitions of "Cause" for termination, modifications to bonus payouts upon termination, an extended post-"Change in Control" employment period, and expanded restrictive covenants. The filing also reports the voting results from the Annual Meeting.
All director nominees were elected, indicating shareholder confidence in the current board composition. Furthermore, shareholders approved the advisory proposal on executive compensation (Say-on-Pay) and ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2019, signaling broad support for the company's governance and oversight.
02—Key points
Key Highlights
- CEO Edward T. Tilly's employment agreement amended and restated, extending term to December 31, 2020, with ongoing annual renewals.
- Tilly's 2019 compensation package includes a base salary of $1,265,000, a target annual bonus of $2,087,250, and a target equity incentive award valued at $4,300,000.
- Employment agreement modifications include updated definition of 'Cause' for termination, pro-rated target bonuses upon qualifying termination, and an extended 24-month post-"Change in Control" employment period.
- All incumbent directors were re-elected at the 2019 Annual Meeting of Stockholders.
- Shareholders approved the advisory vote on executive compensation (Say-on-Pay).
- The appointment of Deloitte & Touche LLP as the independent auditor for fiscal year 2019 was ratified by a significant majority of votes.
- The agreement is subject to expanded restrictive covenants for Mr. Tilly.
03—Questions
Frequently Asked Questions
What are the key changes in Edward T. Tilly's new employment agreement?
The new agreement extends Mr. Tilly's employment term to December 31, 2020, with automatic one-year renewals. It also details his 2019 compensation, including base salary, target bonus, and equity awards. Additionally, the definition of 'Cause' for termination has been modified, bonus payouts upon termination are now based on target performance, the post-'Change in Control' employment period has been extended to 24 months, and restrictive covenants have been expanded.
How was the executive compensation approved by shareholders?
Shareholders voted on an advisory proposal to approve the compensation paid to named executive officers. The proposal was approved with approximately 83.2 million shares voting for it, indicating general shareholder support for the company's executive compensation practices.
Who is Cboe Global Markets' auditor for 2019, and was this ratified?
Deloitte & Touche LLP was appointed as Cboe Global Markets, Inc.'s independent registered public accounting firm for the 2019 fiscal year. This appointment was ratified by the shareholders at the Annual Meeting, with a large majority of votes in favor.
What is the duration of the employment term for CEO Edward T. Tilly under the new agreement?
The new employment term for Edward T. Tilly extends until December 31, 2020. This term is subject to automatic subsequent one-year renewal periods unless either party provides notice otherwise.
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