Cboe Global Markets, Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Cboe Global Markets, Inc. (the “Company”), held on May 6, 2025, the Company’s stockholders approved the Third Amended and Restated Cboe Global Markets, Inc. Long-Term Incentive Plan (the “Plan”), which is described under Proposal Four in the Company’s Proxy Statement, filed with the Securities and Exchange Commission on April 3, 2025 (the “Proxy Statement”), which description is incorporated herein by reference.
The description of the Plan in the Proxy Statement is only a summary and is qualified in its entirety by the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The results of voting for each matter submitted to a vote of stockholders at the Annual Meeting of the Company held on May 6, 2025 are set forth below.
Proposal One
At the Annual Meeting, the persons whose names are set forth below were elected as directors, constituting the entire Board of Directors of the Company. Relevant voting information for each person follows:
| Director Nominee | For | Against | Abstain | Broker Non-votes | ||||
| William M. Farrow, III | 81,040,671 | 1,187,020 | 155,227 | 9,343,719 | ||||
| Fredric J. Tomczyk | 81,630,231 | 580,062 | 172,625 | 9,343,719 | ||||
| Edward J. Fitzpatrick | 77,642,398 | 4,576,981 | 163,539 | 9,343,719 | ||||
| Ivan K. Fong | 81,897,455 | 247,595 | 237,868 | 9,343,719 | ||||
| Janet P. Froetscher | 76,877,653 | 5,349,258 | 156,007 | 9,343,719 | ||||
| Jill R. Goodman | 79,109,377 | 3,069,397 | 204,144 | 9,343,719 | ||||
| Erin A. Mansfield | 82,007,074 | 164,673 | 211,171 | 9,343,719 | ||||
| Cecilia H. Mao | 81,973,698 | 198,946 | 210,274 | 9,343,719 | ||||
| Alexander J. Matturri, Jr. | 82,018,737 | 194,052 | 170,129 | 9,343,719 | ||||
| Jennifer J. McPeek | 82,005,444 | 209,731 | 167,743 | 9,343,719 | ||||
| Roderick A. Palmore | 76,814,043 | 5,409,634 | 159,241 | 9,343,719 | ||||
| James E. Parisi | 81,813,915 | 410,815 | 158,188 | 9,343,719 |
Proposal Two
The advisory proposal for approval, in a non-binding resolution, of the compensation paid to the Company's named executive officers was approved by a vote of 76,990,384 shares voting for the proposal, 4,832,201 shares voting against the proposal, 560,333 shares abstaining from the vote on the proposal and 9,343,719 broker non-votes.
Proposal Three
The appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2025 fiscal year was ratified by a vote of 91,118,129 shares voting for the proposal, 311,708 shares voting against the proposal and 296,800 shares abstaining from the vote on the proposal.
Proposal Four
The proposal to approve the Plan was approved by a vote of 77,813,354 shares voting for the proposal, 4,309,543 shares voting against the proposal, 260,021 shares abstaining from the vote on the proposal and 9,343,719 broker non-votes.
Proposal Five
The stockholder proposal regarding political spending was approved by a vote of 45,950,093 shares voting for the proposal, 35,947,178 shares voting against the proposal, 485,647 shares abstaining from the vote on the proposal and 9,343,719 broker non-votes.
There were no other matters presented for a vote at the Annual Meeting.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
| Number | Description |
| 10.1 | Third Amended and Restated Cboe Global Markets, Inc. Long-Term Incentive Plan (filed herewith).* | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
*Indicates Management Compensatory Plan, Contract or Arrangement.
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: May 7, 2025 | ||