8-K/ACorporate ChangesExhibits & Filings

Cboe Global Markets, Inc. 8-K/A Report, Bylaw Amendment (Dec 5, 2024)

Filed December 5, 2024For Securities:CBOE

Summary

Cboe Global Markets, Inc. (CBOE) has announced the effectiveness of its Eighth Amended and Restated Bylaws as of November 29, 2024. The primary impact of these amendments for investors relates to changes in the procedures for calling special meetings of stockholders and submitting director nominations or other proposals. Notably, the threshold for a stockholder or group of stockholders to call a special meeting has been significantly increased to 25% of the outstanding common stock. Additionally, enhanced procedural and disclosure requirements have been implemented for stockholders seeking to call special meetings or nominate directors outside of the standard proxy statement process. These bylaw changes aim to streamline governance processes and align with evolving legal requirements, including modifications related to universal proxy rules. While these amendments are largely procedural and administrative, they do provide greater control to the board and large stockholders regarding the timing and nature of special meetings and shareholder-driven proposals. Investors should be aware of these updated requirements when considering actions that involve special meetings or the submission of proposals at future Cboe shareholder meetings.

Key Highlights

  • 1Eighth Amended and Restated Bylaws effective November 29, 2024.
  • 2Stockholders must now own at least 25% of outstanding common stock to call a special meeting.
  • 3Enhanced procedural and disclosure requirements for stockholders calling special meetings.
  • 4Modified procedures for stockholder nominations of directors and submission of proposals outside of Rule 14a-8.
  • 5Updates to align with Delaware law and recent developments in corporate governance.
  • 6Provisions addressing Universal Proxy Rules (Rule 14a-19) and the Company's remedies for non-compliance.
  • 7Lead director now has the ability to call a special meeting of the Board.

Frequently Asked Questions

The primary impact for shareholders is a significant increase in the ownership threshold required to call a special meeting, now set at 25% of outstanding common stock. Additionally, there are new procedural and disclosure requirements for shareholders wishing to call special meetings or nominate directors outside of the standard proxy process.

The bylaws have modified the procedures and disclosure requirements for stockholder nominations of directors and submissions of stockholder proposals (other than those included in the proxy statement under Rule 14a-8). While the specific requirements for disclosure have been clarified or limited, and aligned with Delaware law, you should review the full text of the bylaws for precise details on what is needed.

The Universal Proxy Rules (Rule 14a-19) are designed to ensure that any nominee authorized by a company for its own proxy is also included on a dissident's proxy card. The updated Cboe bylaws incorporate provisions to address these rules, including providing remedies if a stockholder fails to meet the requirements and requiring representations from nominating stockholders about their intent to use these rules. They also mandate providing evidence of compliance upon request.

Yes, but only if that single shareholder owns at least 25% of the outstanding shares of Cboe's common stock. The amendments clarify that either the board of directors or stockholders owning at least 25% can call a special meeting.