Amendment: Cboe Global Markets, Inc. filed SEC Form 8-K: Financial Statements and Exhibits, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K/A
Amendment No. 1
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 29, 2024
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Explanatory Note
This Amendment No. 1 on Form 8-K/A is being filed solely to ensure an additional item number tag (Item 9.01) is reflected in the EDGAR system for the submission of the Current Report on Form 8-K filed December 4, 2024, with respect to the effectiveness of the Company’s Eighth Amended and Restated Bylaws. No substantive changes have been made to the disclosures previously provided.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 29, 2024, the Eighth Amended and Restated Bylaws (the “Bylaws”) of Cboe Global Markets, Inc. (the “Company”) became effective, following approval by the Company’s Board of Directors (the “Board”) and filing with the United States Securities and Exchange Commission. The Bylaws were amended to, among other things:
•Provide that only the board of directors or stockholders that own at least 25% of the outstanding shares of the Company’s common stock can call a special meeting of stockholders;
•Add procedural and disclosure requirements for stockholders calling special meetings of stockholders, including a requirement that the stockholder requesting to fix a record date for purposes of determining stockholders that may demand a special meeting must be a stockholder of record;
•Modify the procedural mechanics and disclosure requirements applicable to stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) at stockholder meetings, including, without limitation, to:
◦clarify or limit the scope of certain disclosures required of nominating or proposing stockholders, proposed nominees and other persons associated with nominating or proposing stockholders; and
◦make other modifications to align such provisions with recent developments in Delaware law;
•Address matters relating to Rule 14a-19 under the Exchange Act (the “Universal Proxy Rules”) (e.g., providing the Company a remedy if a stockholder fails to satisfy the requirements of the Universal Proxy Rules, requiring nominating stockholders to make a representation as to whether they intend to use the Universal Proxy Rules, requiring stockholders intending to use the Universal Proxy Rules to provide reasonable evidence of the satisfaction of the requirements of the Universal Proxy Rules at least five business days before the applicable meeting upon the Company’s request, etc.);
•Modify the procedures and mechanics related to the use of proxies;
•Permit the lead director of the Company (if any) to call a special meeting of the Board; and
•Incorporate other updates, including ministerial and conforming changes.
The foregoing summary of the Bylaws does not purport to be complete and is qualified in its entirety by the full text of the Bylaws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 Eighth Amended and Restated Bylaws of Cboe Global Markets, Inc., effective as of November 29, 2024
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| CBOE GLOBAL MARKETS, INC. | ||||||||
| By: | /s/ Patrick Sexton | |||||||
| Patrick Sexton | ||||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||||
Dated: December 5, 2024 | ||||||||