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Cboe Global Markets Inc

For the period ended May 16, 2024. Filed Apr 4, 2024.

View on SEC.gov

About this filing

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

CBOE$353.27+0.1%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement for the Cboe Global Markets, Inc. 2024 Annual Meeting of Stockholders (the“Annual Meeting”). It does not contain all of the information that you should consider in voting your shares of our common stock. Before voting, you should carefully read this entire Proxy Statement, as well as our 2023 Annual Report to Stockholders included in this mailing, which includes a copy of our Annual Report on Form 10-K for the year ended December 31, 2023.

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Annual Meeting Date:​May 16, 2024
Annual Meeting Time:​8:00 a.m. (Central time)
Virtual Meeting Website Address:​www.virtualshareholdermeeting.com/CBOE2024
Record Date:​March 21, 2024

Stockholder Actions and Board of Directors Voting Recommendations

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Proposal · Board VotingRecommendation · PageReference
1 - Elect 12 directors to the Board of Directors​FOR​5
2 - Approve, in a non-binding resolution, the compensation paid to our executive officers​FOR​34
3 - Ratify the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the 2024 fiscal year​FOR​97
4 - Advisory vote on a management proposal to provide stockholders the right to call a special meeting of stockholders at a 25% ownership threshold​FOR​99
5 - Advisory vote on a stockholder proposal to provide stockholders the right to call a special meeting of stockholders at a 10% ownership threshold​AGAINST​102

Business Highlights

Achieved record options volume activity levels Launched new products and added new indices Grew Cboe Bids internationally, with launches in Australia and Japan Expanded Cboe Europe Derivatives with launch of pan-European single stock options Launched Cboe Global Listings Completed technology migrations of Cboe Australia and Japan Awarded 7 full-ride college scholarships through Cboe Empowers, a community engagement program Successfully navigated executive leadership transitions For more highlights, see “Executive Compensation—Compensation Discussion and Analysis”

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Cboe Global Markets 2024 Proxy Statement1

Returns to Stockholders

Cboe Global Markets and its Board of Directors (“Board”) have demonstrated an ongoing commitment to creating long-term stockholder value and produced the following notable returns to stockholders in 2023.

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Total Stockholder Return (1)
(1)As of December 31, 2023. Includes reinvestment of all dividends.
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2Cboe Global Markets 2024 Proxy Statement

Director Nominee Highlights

The nominees for our Board exhibit an effective mix of qualifications, experiences and diversity. For additional information, see “Corporate Governance—Proposal 1- Election of Directors”.

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Cboe Global Markets 2024 Proxy Statement3

Corporate Governance Highlights

We are committed to good corporate governance, which promotes the long-term interests of stockholders by providing for effective oversight and management of the Company. The following are highlights of our corporate governance framework. For additional information, see “Corporate Governance”.

11 of the 12 Nominees are Independent;Split Chairman and CEO roles;
Directors are Elected Annually;Majority Voting Standard in Director Elections;
Majority Voting Standard for Bylaw and Charter Amendments;Risk Oversight by Board and Committees, including a Risk Committee;
Independent Audit, Compensation, and Nominating and Governance Committees;Human Capital and Succession Oversight by Board and Compensation Committee;
Commitment to ESG Considerations;Executive Sessions of Board and Committees;
Robust Annual Board and Committees Self-Evaluation process;Anti-Hedging, Anti-Pledging, and Clawback Policies for Executive Officers; and
​Proxy Access Bylaw Provision for Director Nominations.

Stockholder Engagement Highlights

We are committed to fostering long-term and institution-wide relationships with stockholders and maintaining their trust and goodwill. Through a variety of engagement activities, our discussions with stockholders cover a variety of topics, including our performance, strategy, ESG, and executive compensation. See also “Corporate Governance—Stockholder Engagement”.

Executive Compensation Highlights

The design of our executive compensation program, including compensation practices and independent oversight, is intended to align management’s interests with those of our stockholders. The following are highlights of our 2023 executive compensation program. See also “Executive Compensation”.

Annual cash incentives were based on corporate performance (weighted 70%), individual performance (weighted 20%), and DEI performance (weighted 10%);

Long-term incentives in the form of equity awards, other than special one-time grants to Mr. Schell and Ms. Clay and a CEO appointment grant to Mr. Tomczyk, were comprised of 50% time-based restricted stock units (“RSUs”) and 50% performance-based RSUs (“PSUs”);

Performance-based compensation with limits on all incentive award payouts;

No excessive perquisites;

Clawback provisions for cash incentives and equity awards; and

Mandatory stock ownership and holding guidelines.

Additional Information

Please see the information under “Other Items” for important information about this Proxy Statement, voting, the Annual Meeting, Cboe Global Markets documents available to stockholders, communications, and the deadlines to submit stockholder proposals for the 2025 Annual Meeting of Stockholders. Additional questions may be directed to Investor Relations at investorrelations@Cboe.com or (312) 786-7559.

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4Cboe Global Markets 2024 Proxy Statement
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.