Cboe Global Markets Inc
For the period ended May 6, 2025. Filed Apr 3, 2025.
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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 6, 2025 · Filed Apr 3, 2025
Contents
Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement for the Cboe Global Markets,
Inc. 2025 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 2024 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, 2024.
| Annual Meeting Date: | May 6, 2025 |
|---|---|
| Annual Meeting Time: | 8:00 a.m. (Central time) |
| Virtual Meeting Website Address: | www.virtualshareholdermeeting.com/CBOE2025 |
| Record Date: | March 18, 2025 |
Stockholder Actions and Board of Directors Voting Recommendations
| 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 | 29 |
| 3 - Ratify the appointment of KPMG LLP ("KPMG") as our independent registered public accounting firm for the 2025 fiscal year | FOR | 77 |
| 4 - Approve the Third Amended and Restated Cboe Global Markets, Inc. Long-Term Incentive Plan to, among other things, increase the share reserve by 3,000,000 shares and extend the term of the plan | FOR | 79 |
| 5 - Stockholder proposal regarding political spending | AGAINST | 88 |
Business Highlights
Achieved record options volume activity levels
Launched new products and added new indices
Expanded collaborations with key strategic partners
Cboe Clear Europe launched Securities Financing
Transactions clearing service
Expanded geographic footprint with a minority ownership
stake in Japannext, the largest proprietary trading system
("PTS") in Japan
Reallocated resources to core competencies and wound
down Cboe Digital spot trading business
For more highlights, see "Executive Compensation—
Compensation Discussion and Analysis"
| 2 | Cboe Global Markets 2025 Proxy Statement |
Returns to Stockholders
Cboe Global Markets and its Board of Dire ctors ("Board") have demonstrated an ongoing commitment to
creating long-term stockholder value and produced the following notable returns to stockholders in 2024.
Total Stockholder Return (2)
(1)$ in millions. Numbers may not foot due to rounding.
(2)As of December 31, 2024. Includes reinvestment of all dividends.
| Cboe Global Markets 2025 Proxy Statement | 3 |
Director Nominee Highlights
The nominees for our Board exhibit an effective mix of qualifications, experiences, and tenure. For additional
information, see "Corporate Governance—Proposal 1—Election of Directors".
100%
100%
100%
50%
75%
67%
75%
33%
42%
9 years average tenure
33%
25%
42%
| 4 | Cboe Global Markets 2025 Proxy Statement |
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; |
| Stockholders can call special meetings; | Executive Sessions of Board and Committees; and |
| Robust Annual Board and Committees Self-Evaluation process; | Anti-Hedging, Anti-Pledging, and Clawback Policies for Executive Officers. |
| 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, 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 2024 executive compensation program. See also "Executive Compensation".
Annual cash incentives were based on corporate performance (weighted 70%), individual performance
(weighted 20%), and diversity, equity, and inclusion ("DEI") performance (weighted 10%);
Long-term incentives in the form of equity awards, other than special one-time grants to Messrs.
Howson, Isaacson, and Sexton and Ms. Griebenow and the 2023-2024 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;
Mandatory and supplemental clawback policies 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 2026 Annual Meeting of Stockholders. Additional questions may be
directed to Investor Relations at investorrelations@Cboe.com or (312)786-7559.
| Cboe Global Markets 2025 Proxy Statement | 5 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.