8-KCorporate ChangesExhibits & Filings

Cboe Global Markets, Inc. 8-K Report, Bylaw Amendment (Aug 5, 2021)

Filed August 5, 2021For Securities:CBOE

Summary

Cboe Global Markets, Inc. (CBOE) has filed an 8-K report to announce the adoption of its Seventh Amended and Restated Bylaws, effective August 3, 2021. The primary driver for this update is the implementation of proxy access, a significant governance change responsive to stockholder feedback. This new provision allows eligible long-term stockholders to nominate directors directly within the company's proxy materials, aligning Cboe's governance with evolving best practices and enhancing shareholder rights. This amendment represents a positive step towards increased shareholder engagement and a potential shift in board composition dynamics. Investors should note that while this move empowers certain shareholders, it also introduces a new mechanism for director nominations, potentially leading to a broader range of perspectives considered for board seats. The specifics of the proxy access requirements, including ownership thresholds and holding periods, are detailed within the new bylaws, and further scrutiny of these details is recommended for a comprehensive understanding of their implications.

Key Highlights

  • 1Cboe Global Markets, Inc. has updated its corporate bylaws, with the Seventh Amended and Restated Bylaws becoming effective on August 3, 2021.
  • 2The key amendment introduces a 'proxy access' provision, allowing eligible shareholders to nominate director candidates.
  • 3To utilize proxy access, stockholders must collectively own at least 3% of Cboe's common stock continuously for a minimum of three years.
  • 4Eligible stockholders can nominate director candidates representing up to the greater of two individuals or 20% of the board size.
  • 5The proxy access provision aims to enhance shareholder engagement and responsiveness to stockholder feedback.
  • 6Amendments to other bylaw sections (2.10 and 2.11) have been made to accommodate the new proxy access rules.
  • 7The full text of the amended bylaws is filed as Exhibit 3.1 to the 8-K report.

Frequently Asked Questions

The main purpose is to implement a 'proxy access' provision, which allows eligible long-term shareholders to nominate director candidates to be included in the company's proxy materials for annual meetings. This change was made in response to stockholder feedback.

A stockholder, or a group of up to twenty stockholders, must continuously own at least 3% of Cboe's outstanding common stock for at least three consecutive years. They must also satisfy other procedural and disclosure requirements outlined in the new bylaws.

Eligible shareholders can nominate director candidates constituting up to the greater of two individuals and twenty percent (20%) of the total number of directors then in office.

Yes, the bylaws were amended to reflect the inclusion of proxy access in Sections 2.10 (Action at Meeting) and 2.11 (Notice of Business and Nomination of Directors at Meetings of Stockholders) to account for these new nomination procedures.