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Cboe Global Markets, Inc.

For the period ended May 14, 2026. Filed Apr 2, 2026.

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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 14, 2026 · Filed Apr 2, 2026

CBOE$353.27+0.1%Stored close · as of Nov 6, 2026
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Contents

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement for the Cboe Global Markets,

Inc. 2026 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 2025 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, 2025.

Annual Meeting Date:May 14, 2026
Annual Meeting Time:8:00 a.m. (Central time)
Virtual Meeting Website Address:www.virtualshareholdermeeting.com/CBOE2026
Record Date:March 19, 2026

Stockholder Actions and Board of Directors Voting Recommendations

ProposalBoard VotingRecommendationPageReference
1 - Elect 12 directors to the Board of DirectorsFOR5
2 - Approve, in a non-binding resolution, the compensation paid to our executive officersFOR29
3 - Ratify the appointment of KPMG LLP ("KPMG") as our independent registered public accounting firm for the 2026 fiscal yearFOR82
4 - Stockholder proposal regarding shareholder right to act by written consentAGAINST84

Business Highlights

Achieved record options volume activity levels

Launched new products and added new indices

Conducted a comprehensive strategic review of the Company's global business operations, resulting in a

strategic realignment of the Company's business portfolio and an enhanced focus on core strengths and

emerging growth opportunities

Expanded retail access with the launch of a Pan-European Best Bid and Offer trading solution

Began enhancing our governance, risk, and compliance framework

Advanced cloud-based data access with launch of index datasets

Successfully navigated key executive transitions

Completed key migrations

For more highlights, see "Executive Compensation—Compensation Discussion and Analysis"

2Cboe Global Markets 2026 Proxy Statement

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 2025.

Total Stockholder Return (2)

(1)$ in millions. Numbers may not foot due to rounding.

(2)As of December 31, 2025. Includes reinvestment of all dividends.

Cboe Global Markets 2026 Proxy Statement3

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%

83%

75%

83%

50%

42%

42%

9 years average tenure

33%

25%

42%

4Cboe Global Markets 2026 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".

10 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;
Proxy Access Bylaw Provision for Director Nominations;Human Capital and Succession Oversight by Board and Compensation and Human Capital 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.
Independent Audit, Compensation and Human Capital, and Nominating and Governance Committees;

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 2025 executive compensation program. See also "Executive Compensation".

Annual cash incentives were based on corporate performance (weighted 70%) and individual

performance (weighted 30%);

Long-term incentives in the form of equity awards were comprised of 50% time-based restricted stock

units ("RSUs") and 50% performance-based RSUs ("PSUs"), other than a special one-time grant to Ms.

Clay and the grant of RSUs to Mr. Tomczyk;

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

No excessive perquisites;

Mandatory and supplemental clawback policies applicable to 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 2027 Annual Meeting of Stockholders. Additional questions may be

directed to Investor Relations at investorrelations@Cboe.com or (312) 786-7559.

Cboe Global Markets 2026 Proxy Statement5
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.