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Cboe Global Markets, Inc. 8-K Report, Executive Changes (Sep 19, 2023)

Filed September 19, 2023For Securities:CBOE

Summary

Cboe Global Markets, Inc. (CBOE) announced a significant leadership change via an 8-K filing on September 19, 2023. Edward T. Tilly has resigned as Chief Executive Officer and from the Board of Directors, effective September 18, 2023. This departure follows an internal investigation concerning violations of company policy related to the disclosure of personal relationships with colleagues. The company explicitly states that Mr. Tilly's conduct did not impact Cboe's strategy, financial performance, operations, or internal controls. Concurrently, Fredric J. Tomczyk, a current director, has been appointed as the new Chief Executive Officer. Mr. Tomczyk brings extensive experience, having previously served as CEO of TD Ameritrade Holding Corporation. His compensation package includes a base salary of $1,000,000 and a target bonus of 165%, along with a substantial equity incentive award. William M. Farrow III has also been appointed as non-executive Chairman of the Board.

Key Highlights

  • 1Edward T. Tilly has resigned as CEO and Director of Cboe Global Markets, Inc.
  • 2Mr. Tilly's resignation is effective September 18, 2023, following an investigation into policy violations regarding undisclosed personal relationships with colleagues.
  • 3Cboe affirms that the former CEO's conduct does not affect the company's strategy, financial performance, operations, or internal controls.
  • 4Fredric J. Tomczyk, a current Board director, has been appointed as the new Chief Executive Officer.
  • 5Mr. Tomczyk's compensation package includes an annual base salary of $1,000,000, a target bonus of 165%, and a significant equity award valued at $7,150,000.
  • 6William M. Farrow III has been appointed as non-executive Chairman of the Board.
  • 7Mr. Tilly will retain pro-rata portions of his time-based and performance-based restricted stock units based on days worked through the Effective Date, consistent with his employment agreement.

Frequently Asked Questions

Edward T. Tilly resigned as CEO and Director due to violations of company policy concerning the disclosure of personal relationships with colleagues, as determined by a Board-led investigation.

Cboe Global Markets has stated that Mr. Tilly's conduct and resignation are not related to and do not impact the company's strategy, financial performance, technology, market operations, reporting, or internal controls.

Fredric J. Tomczyk, a current director of Cboe, has been appointed as the new CEO. He is the retired President and CEO of TD Ameritrade Holding Corporation and brings significant experience in the financial services industry.

Mr. Tomczyk will receive an annual base salary of $1,000,000, a target bonus opportunity of 165% of his base salary, and an equity incentive award with a grant date value of $7,150,000 in the form of restricted stock units.