Cboe Global Markets Inc
For the period ended May 16, 2024. Filed Apr 4, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Apr 4, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant ☒ | |
|---|---|
| Filed by a party other than the Registrant ◻ | |
| Check the appropriate box: | |
| ◻ | Preliminary Proxy Statement |
| ◻ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ◻ | Definitive Additional Materials |
| ◻ | Soliciting Material under §240.14a-12 |
| Cboe Global Markets, Inc. | |
|---|---|
| (Name of Registrant as Specified In Its Charter) | |
| | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| ☒ | No fee required |
| ◻ | Fee paid previously with preliminary materials |
| ◻ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| | |
2024
Notice of Annual Meeting of Stockholders
and Proxy Statement
April 4, 2024
Dear Cboe Stockholder:
We cordially invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Cboe Global Markets, Inc. to be held on Thursday, May 16, 2024, at 8:00 a.m., Central time.
The Annual Meeting will be a completely virtual meeting of stockholders and there will be no physical meeting location. You will be able to attend the Annual Meeting, vote your shares and submit questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/CBOE2024 and entering the 16-digit control number included in your proxy materials or on your proxy card. The live audio webcast of the Annual Meeting will also be available for listening to the general public.
At the Annual Meeting, you will be asked to do the following:
Elect 12 directors to the Board of Directors to hold office until the next Annual Meeting of Stockholders or until their respective successors have been elected and qualified;
Approve, in a non-binding resolution, the compensation paid to our executive officers;
Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year;
Advisory vote on a management proposal to provide stockholders the right to call a special meeting of stockholders at a 25% ownership threshold;
Advisory vote on a stockholder proposal to provide stockholders the right to call a special meeting of stockholders at a 10% ownership threshold; and
Transact any other business that may properly come before the meeting and any adjournments and postponements of the meeting.
Enclosed with this letter are a formal notice of the Annual Meeting, a proxy statement, and a form of proxy.
Please carefully review the form of proxy that you receive to confirm that it reflects all of your shares of our stock. If you hold stock in different accounts, you may need to complete multiple proxy cards to vote all of your shares.
Whether or not you plan to attend the Annual Meeting via live audio webcast, it is important that your shares be represented and voted. Please submit your proxy by Internet or telephone, or complete, sign, date and return the enclosed proxy using the enclosed postage-paid envelope. The enclosed proxy, when returned properly executed, will be voted in the manner directed in the proxy.
We hope that you will participate in the Annual Meeting, either via live audio webcast or by proxy.
| | Sincerely, |
|---|---|
| | |
| | William M. Farrow, III |
| | Chairman |
Cboe Global Markets, Inc.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Cboe Global Markets, Inc. will be held on Thursday, May 16, 2024, at 8:00 a.m., Central time.
The Annual Meeting will be a completely virtual meeting of stockholders. You will be able to attend the Annual Meeting, vote your shares and submit questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/CBOE2024 and entering the 16-digit control number included in your proxy materials or on your proxy card. Online check-in to the Annual Meeting live audio webcast will begin at 7:45 a.m., Central time, and you are encouraged to allow ample time to log in to the meeting webcast and test your computer audio system. There will be no physical meeting location.
The purpose of the Annual meeting is to:
| 1. | Consider and act upon a proposal to elect 12 directors named in the proxy statement to the Board of Directors to hold office until the next Annual Meeting of Stockholders or until their respective successors have been elected and qualified; |
| 2. | Consider and act upon a non-binding resolution to approve the compensation paid to our executive officers; |
| 3. | Consider and act upon the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year; |
| 4. | Advisory vote on a management proposal to provide stockholders the right to call a special meeting of stockholders at a 25% ownership threshold; |
| 5. | Advisory vote on a stockholder proposal to provide stockholders the right to call a special meeting of stockholders at a 10% ownership threshold; and |
| 6. | Transact any other business that may properly come before the meeting and any adjournments or postponements of the meeting. |
You are entitled to vote online during the Annual Meeting and any adjournments or postponements of the meeting if you were a stockholder of record at the close of business on March 21, 2024. A list of stockholders of record will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at 433 West Van Buren Street, Chicago, Illinois 60607.
Your vote is important. Whether or not you plan to attend, please vote as soon as possible. For additional details, please see the information under**“How do I vote?”**** in the proxy statement.**
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| Internet | | | Internet | | | Telephone | | | |
| Before the Meeting | | | During the Meeting | | | | | ||
| Go to www.proxyvote.com | | | Go towww.virtualshareholdermeeting.com/CBOE2024 | | | Call toll free1-800-690-6903 | | | Complete, sign, date and return the enclosed proxy using the enclosed postage-paid envelope |
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| | By Order of the Board of Directors, | ||||||||
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| | |||||||||
| | Patrick Sexton | ||||||||
| April 4, 2024 | Corporate Secretary | ||||||||
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON May 16, 2024:
Notice of Annual Meeting and Proxy Statement are on our Investor Relations website at http://ir.Cboe.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.