8-KShareholder Matters

Cboe Global Markets, Inc. 8-K Report, Shareholder Vote Results (May 16, 2023)

Filed May 16, 2023For Securities:CBOE

Summary

Cboe Global Markets, Inc. (CBOE) filed an 8-K report detailing the results of its 2023 Annual Meeting of Stockholders held on May 11, 2023. The primary focus of the filing is the outcome of four key proposals voted upon by shareholders. All director nominees were elected, the executive compensation plan received advisory approval, and the frequency of advisory votes on executive compensation was overwhelmingly set to annually. Furthermore, the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year 2023 was ratified with strong support. For investors, the results indicate broad shareholder confidence in the current board of directors and the company's approach to executive compensation. The ratification of KPMG LLP as auditor also suggests continued satisfaction with the company's financial oversight. The overwhelming majority of votes in favor of these proposals, despite a notable number of broker non-votes, demonstrates strong alignment between Cboe's management and its voting shareholders on critical governance matters.

Key Highlights

  • 1All director nominees presented at the 2023 Annual Meeting were elected with significant 'For' votes, indicating shareholder confidence in the board's composition.
  • 2The advisory proposal to approve named executive officer compensation was passed, with approximately 93.5% of the votes cast (excluding abstentions and broker non-votes) in favor.
  • 3Shareholders overwhelmingly approved holding an advisory vote on executive compensation annually, with nearly 99% of votes cast on frequency choosing 'every one year'.
  • 4The appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2023 was ratified with substantial shareholder approval (approximately 99.6% of votes cast, excluding abstentions).
  • 5The filing confirms that no other matters were presented for a vote at the annual meeting.
  • 6A consistent number of broker non-votes (11,090,128) were recorded across all proposals, which is a common occurrence when shareholders do not provide voting instructions to their brokers.

Frequently Asked Questions

Yes, all director nominees presented at the 2023 Annual Meeting of Stockholders were elected by the shareholders. The voting results for each director nominee showed a substantial majority of 'For' votes.

The advisory proposal to approve the compensation paid to the company's named executive officers (a 'Say-on-Pay' vote) was approved. The majority of shares voted in favor of the proposal.

Shareholders overwhelmingly voted for the company to hold an advisory vote on executive compensation every year. The Board of Directors has determined that an annual advisory vote will be included in the company's proxy materials until the next vote on frequency.

Yes, the appointment of KPMG LLP as Cboe Global Markets, Inc.'s independent registered public accounting firm for the 2023 fiscal year was ratified by shareholders with a very high percentage of 'For' votes.