8-K
Cboe Global Markets, Inc. (CBOE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 27, 2025
Cboe Global Markets, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-34774 | 20-5446972 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
433 West Van Buren Street
Chicago, Illinois 60607
(Address and Zip Code of Principal Executive Offices)
Registrant's telephone number, including area code
(312) 786-5600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | TradingSymbol | Name of each exchange on which registered: |
|---|---|---|
| Common<br> Stock, par value of $0.01 per share | CBOE | CboeBZX |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Electionof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 27, 2025, David Howson, Executive Vice President, Global President of Cboe Global Markets, Inc. (the “Company”), notified the Company of his resignation. To assist with the transition of his duties, Mr. Howson will remain employed by the Company until his employment ends at the end of the day on August 1, 2025 (the “Transition Date”). Mr. Howson’s resignation was not due to any disagreement with the Company concerning the Company's operations, policies or practices.
In connection with his resignation, the Company and Mr. Howson have entered into a Letter Agreement (the “Letter Agreement”), attached hereto as Exhibit 10.1 and incorporated herein by reference, pursuant to which, among other things, the parties acknowledge the terms of Mr. Howson’s separation. Pursuant to the Letter Agreement, (1) Mr. Howson will be entitled to his current base salary and benefits through the Transition Date, (2) Mr. Howson will be allowed to retain a pro rata portion of certain of his outstanding time-based restricted stock units that would vest in February 2026 based on the number of days worked through the Transition Date and will forfeit the remainder and other outstanding time-based restricted stock units, and (3) Mr. Howson will be allowed to retain a pro rata portion of the outstanding performance-based restricted stock units that would vest in February 2026 based on the number of days worked through the Transition Date, and which will be paid out based on target performance through the end of the applicable performance period for each award, and Mr. Howson will forfeit the remainder and other outstanding performance-based restricted stock units. Under the terms of the Letter Agreement, Mr. Howson will be required to execute a customary release agreement and a customary restrictive covenant agreement.
In connection with Mr. Howson’s resignation, the Company’s board of directors appointed Craig Donohue, Chief Executive Officer of the Company, as President of the Company, effective following the Transition Date.
On May 28, 2025, the Company issued a press release announcing Mr. Howson’s resignation. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| ExhibitNumber | Description |
|---|---|
| 10.1 | Letter Agreement, dated May 27, 2025, between Cboe Global Markets, Inc. and David Howson (filed herewith)* |
| 99.1 | Press Release of Cboe Global Markets, Inc. (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 28, 2025 |
Exhibit 10.1
| 433 W Van Buren St. cboe.com |
|---|
| Chicago, IL |
| 60607 |
| United States |
May 27, 2025
David Howson
[***Personally identifiable
information omitted***]
| Re: | Resignation<br>from Cboe Global Markets, Inc. |
|---|
Dear Dave:
This letter agreement (this “Agreement”) sets forth our mutual agreement concerning your resignation as Executive Vice President, Global President of Cboe Global Markets, Inc. (“Cboe” or the “Company”), and its subsidiaries and affiliates (collectively, the “Company Group”).
| 1. | Resignation |
|---|
(a) Your employment with the Company Group will continue until, and terminate in all capacities, on a voluntary basis and without good reason, as such term is defined under the Cboe Global Markets, Inc. Executive Severance Plan (as amended and restated effective February 11, 2021, the “Executive Severance Plan”), effective as of the end of the day on August 1, 2025 (the “ResignationDate”).
(b) As of the Resignation Date, you hereby resign from (i) your position as Executive Vice President, Global President, and (ii) all other officer positions, committee memberships, directorships and other positions that you hold with the Company Group.
(c) Between the date of this Agreement and the Resignation Date, you will continue to fulfill your normal job duties and will apply your best efforts to assist the Company with the transition of your duties and responsibilities to the Chief Executive Officer (CEO) of the Company (hereafter referred to as the “Transition Period”). You and the CEO will confer and agree on what duties, responsibilities and transition assistance will be expected of you during the Transition Period.
(d) You agree that after the Resignation Date, you will not represent yourself as being an employee, officer, director, agent or representative of the Company Group for any purpose.
| 2. | Accelerated Vesting |
|---|
(a) You will be entitled to receive the following (subject to applicable deductions and withholdings), contingent upon meeting the eligibility requirements set forth in paragraph 2(b):
(i) You acknowledge and agree that as of the date hereof, you hold the RSUs and PSUs set forth on Exhibit A attached hereto under the Company’s Third Amended and Restated Long-Term Incentive Plan (the “Plan”). You agree that the RSUs and the PSUs shall be accelerated or forfeited, as applicable, in accordance with Exhibit A, with any PSUs to vest being vested at target performance with respect to any Performance Goals specified in such PSUs. Dividend equivalent payments will be made on the accelerated PSUs and will be forfeited with respect to any forfeited PSUs. All accelerated vested RSUs and PSUs and dividend equivalent payments in respect of accelerated PSUs (the “Accelerated Vesting”) will vest on the later to occur of the Resignation Date and the date upon which the ADEA portion of the Release attached as Exhibit B becomes effective and nonrevocable. Vesting of RSUs and PSUs will be subject to the Company’s standard net settlement to cover your estimated tax liability.
(b) You understand and agree in order to receive the Accelerated Vesting, you must meet the following eligibility criteria between the date of this Agreement and the Resignation Date, as determined by the Company in its sole discretion:
(i) You are not involuntary terminated for Cause (as defined under the Executive Severance Plan) from the Company;
(ii) You do not end your employment voluntarily prior to the Resignation Date;
(iii) You have not accepted other employment with the Company Group to begin after the Resignation Date;
(iv) You comply with all of the Company Group’s policies, procedures, rules and practices;
(v) You apply your best efforts to maintain performance that the Company, in its sole discretion, deems satisfactory. Such satisfactory performance shall include, but not necessarily be limited to, your performance of all job responsibilities and duties assigned to you by the CEO (in accordance with Paragraph 1(c) above) in a manner acceptable to the Company. During the Transition Period, should the Company determine that your performance is not satisfactory, the Company agrees to provide you with written notice of any alleged deficiencies and you shall have ten (10) days to cure any alleged performance deficiencies;
(vi) You have executed the Release attached as Exhibit B and it has become effective and nonrevocable; and
(vii) You sign and agree to the Non-Competition Agreement attached as Exhibit C.
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3. Compensationand Benefits. Until the Resignation Date, you will remain an employee of the Company, and will remain eligible to receive your current base salary ($625,000 per annum) and benefits through the Resignation Date and you will continue to be reimbursed for all reasonable business expenses incurred and you agree to follow company policy with respect to submitting your expenses for reimbursement. Except as otherwise specifically provided herein or as required by COBRA or other applicable law, you will not be entitled to any compensation or benefits or to participate in any past, present or future employee benefit programs or arrangements of the Company Group after the Resignation Date, including, but not limited to, any payments under any severance plan, policy or program of the Company.
4. Returnof Company Property. Upon your resignation, you acknowledge and agree you will return to the Company, specifically its Chief Human Resources Officer, all known equipment, data, material, books, records, documents (whether hard copy or stored electronically or on computer hard drives or disks), computer disks, credit cards, Company keys, I.D. cards and other property, including, without limitation your computer/laptop, printers, telephones and other electronic devices in your possession, custody or control which are or were owned and/or leased by a member of the Company Group in connection with the conduct of the business of the Company Group (collectively referred to as “Company Property”). You further warrant that you have not retained, or delivered to any person or entity, copies of any Company Property or permitted any copies of Company Property to be made by any other person or entity.
5. NoOther Payments. You acknowledge and agree that, except as otherwise provided in paragraph 2 of this Letter Agreement, you are not entitled to any other payment or benefit in connection with your Resignation.
6. Cooperationwith the Company. Upon reasonable notice, you agree to cooperate with the Company and its counsel in connection with any investigation, administrative proceeding, or litigation related to or involving any aspect of your employment with the Company. This cooperation includes, but is not limited to, meeting with the Company and/or its agents and attorneys to answer questions, appearing at depositions, assisting in responding to discovery demands, preparing for trial, and appearing at trial. You agree that whether a matter is related to or involving any aspect of your employment with the Company is to be determined by the Company in its sole discretion. The Company agrees that it will reimburse you for reasonable travel and out-of-pocket expenses (i.e., transportation, meals, and lodging) that you may incur in cooperating with the Company, provided that you follow the Company’s instructions regarding submission and approval of such expenses. This provision is not intended to affect the substance of any testimony that you provide; rather, you agree to provide truthful testimony and to otherwise assist the Company in light of and in full compliance with all applicable laws.
7. CompensationRecovery Policy. Notwithstanding anything in this Letter Agreement to the contrary, you acknowledge and agree that this Letter Agreement and any compensation described herein are subject to the terms and conditions of the Company’s clawback policy or policies (if any) as may be in effect from time to time, including those in effect as required to implement Section 10D of the Securities Exchange Act of 1934, and any applicable rules or regulations promulgated thereunder (including applicable stock exchange listing standards or rules and regulations) (the “Compensation Recovery Policy”), and that applicable sections of this Letter Agreement and any related documents shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof.
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8. GoverningLaw and Venue. The Parties expressly agree that this Agreement shall be governed solely by the laws of the State of Illinois, without regard to its principles of conflict of laws. Any legal proceedings arising out of or relating to this Agreement shall be exclusively brought in the state or federal courts located in Chicago, Illinois.
9. BindingEffect. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns and you and your heirs, executors and administrators.
10. EntireAgreement. This Agreement, including any exhibits, along with the Company’s equity plan and grant agreements, contains the entire agreement among the Parties with respect to your equity and separation from employment, and there are no promises or understandings outside of those documents with respect to your equity and separation from employment with the Company, and any prior discussions and negotiations with respect to the subject matter of this Agreement are superseded by this Agreement.
11. Counterpartsand Electronic Signatures. This Agreement may be executed in counterparts both of which, taken together, will constitute a single enforceable instrument, and electronic or facsimile signatures shall have same force and effect as original signatures.
| CBOE GLOBAL MARKETS, INC. | ||
|---|---|---|
| By: | /s/ C.S. Donohue | |
| Name: | Craig Donohue | |
| Title: | Chief Executive Officer |
ACCEPTED AND AGREED:
| /s/ D. Howson | |
|---|---|
| David Howson | |
| Date: | 5/27/2025 |
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EXHIBIT A
OUTSTANDING EQUITY AWARD TREATMENT
Restricted Stock Units
| Grant Date | Original Award<br> Amount (#) | Unvested Amount at<br> Resignation Date (#) | Amount to<br> Vest (#) | Amount<br> Forfeited (#) |
|---|---|---|---|---|
| 2/19/2023 | 10,994 | 3,665 | 1,647 | 2,018 |
| 2/19/2024 | 9,207 | 6,138 | 1,379 | 4,759 |
| 2/19/2024 | 1,340 | 1,340 | 0 | 1,340 |
| 2/19/2025 | 8,175 | 8,175 | 1,217 | 6,958 |
Performance Stock Units
| Grant Date | Award Amount<br> (#) | Pro Rata Amount<br> of rTSR PSUs<br> to Vest (#)^1^ | Pro Rata Amount<br> of EPS PSUs<br> to Vest (#)^1^ | Amount of rTSR<br> PSUs Forfeited (#) | Amount of EPS<br> PSUs Forfeited (#) |
|---|---|---|---|---|---|
| 2/19/2023 | 10,994 | 4,734 | 4,734 | 763 | 763 |
| 2/19/2024 | 9,207 | 0 | 0 | 4,604 | 4,604 |
| 2/19/2024 | 1,340 | 0 | 0 | 670 | 670 |
| 2/19/2025 | 8,175 | 0 | 0 | 4,088 | 4,088 |
^1^ Dividend equivalent payments on these PSUs accrue and are paid out in shares upon vesting.
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EXHIBIT B
RELEASE OF CLAIMS
THIS RELEASE OF CLAIMS (“Release”) is made and entered into this , to be effective as of (the “Effective Date”)^1^, by and between Cboe Global Markets, Inc. (“Cboe”) and David Howson, a resident of (“Associate”).
| 1. | In consideration of Cboe’s agreement to provide Associate with the Accelerated Vesting described<br>in the letter agreement by and between Cboe and the Associate dated as of May 27, 2025, to which Associate is not otherwise entitled<br>and the sufficiency of which Associate acknowledges, Associate does hereby fully, finally and unconditionally release and forever discharge<br>Cboe, Cboe’s subsidiaries and affiliates, and each of the former, current and future officers, directors, employees, members, shareholders,<br>representatives and agents and all of their respective predecessors, successors, and assigns of Cboe and Cboe’s subsidiaries and<br>affiliates (collectively “Released Parties”), in their personal, corporate and representative capacities, from any and all<br>rights, claims, liabilities, obligations, damages, costs, expenses, attorneys’ fees, suits, actions, and demands, of any and every<br>kind, nature and character, known or unknown, liquidated or unliquidated, absolute or contingent, in law and in equity, enforceable or<br>arising under any non-U.S., local, state or federal common law, statute or ordinance relating to Associate’s past employment with<br>Cboe or any past actions, statements, or omissions of Cboe or any of the Released Parties occurring prior to Associate’s execution<br>of this Release, including but not limited to all claims for defamation, wrongful termination, back pay and benefits (including anyclaims for benefits under the Cboe Global Markets, Inc. Executive Severance Plan (as amended and restated effected February 11,2021)), pain and suffering, negligent or intentional infliction of emotional distress, breach of contract, and interference with contractual<br>relations, tort claims, employment discrimination claims, and all claims arising under the TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,THE CIVIL RIGHTS ACT OF 1991, THE CIVIL RIGHTS ACT OF 1866 (42 U.S.C. § 1981), THE AMERICANS WITH DISABILITIES ACT, THE FAMILY ANDMEDICAL LEAVE ACT, THE GENETIC INFORMATION NONDISCRIMINATION ACT OF 2008; THE AGE DISCRIMINATION IN EMPLOYMENT ACT (“ADEA”);THE OLDER WORKER BENEFITS PROTECTION ACT; THE REHABILITATION ACT OF 1973; EXECUTIVE ORDER 11246; EXECUTIVE ORDER 11141; THE FAIR CREDITREPORTING ACT; THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT; THE EQUAL PAY ACT; THE FAIR LABOR STANDARDS ACT; THE EMPLOYEE RETIREMENTINCOME SECURITY ACT (INCLUDING WITH RESPECT TO UNVESTED BENEFITS); THE NATIONAL LABOR RELATIONS ACT; THE UNIFORM SERVICES EMPLOYMENTAND REEMPLOYMENT RIGHTS ACT; THE KANSAS ACT AGAINST DISCRIMINATION, THE KANSAS AGE DISCRIMINATION IN EMPLOYMENT ACT, THE KANSAS MINIMUMWAGE AND MAXIMUM HOURS LAW, THE NEW YORK HUMAN RIGHTS LAW; THE NEW JERSEY LAW AGAINST DISCRIMINATION, THE NEW JERSEY WAGE PAYMENT ACT,THE NEW JERSEY FAMILY LEAVE ACT, THE NEW JERSEY CONSCIENTIOUS EMPLOYEE PROTECTION ACT; THE MILLVILE DALLAS AIRMOTIVE PLANT JOB LOSS NOTIFICATIONACT (NEW JERSEY’S WARN ACT); THE NEW YORK WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE NEW YORK LABOR LAW, THE NEW YORKWHISTLEBLOWER LAW, THE NEW YORK CIVIL RIGHTS LAW, THE NEW YORK EQUAL PAY LAW, THE NEW YORK CITY FAIR CHANCE ACT, THE NEW YORK CITY STOPCREDIT DISCRIMINATION IN EMPLOYMENT ACT; ILLINOIS FAMILY MILITARY LEAVE ACT, THE ILLINOIS GENETIC INFORMATION PRIVACY ACT, THE ILLINOISONE DAY REST IN SEVEN ACT, THE ILLINOIS RIGHT TO PRIVACY IN THE WORKPLACE ACT, THE ILLINOIS SCHOOL VISITATION RIGHTS ACT, THE ILLINOISVICTIMS’ ECONOMIC SECURITY AND SAFETY ACT, THE ILLINOIS RECORD DISCLOSURES ACT, THE ILLINOIS PERSONNEL RECORDS REVIEW ACT, THE ILLINOISWHISTLEBLOWERS ACT, THE ILLINOIS WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE ILLINOIS HUMAN RIGHTS ACT; THE CHICAGO AND COOKCOUNTY HUMAN RIGHTS ORDINANCES, all as amended, and any other statutory, contract, implied contract, or common law claim arising out ofor involving your employment, the termination of your employment, or any continuing effects of your employment with Cboe (the “ReleasedClaims”). This release excludes your rights to: (i) accrued salary, COBRA continuation coverage following your ResignationDate, as well as your vested rights in any Company pension, equity and 401(k) plans (the plan documents of which will continue togovern); (ii) your rights to indemnification and/or coverage under the Company’s officers and directors insurance coveragefor all acts or omissions by you within the normal course of your duties to the fullest extent allowed by the Company’s bylaws andapplicable law; and (iii) any rights or claims to enforce the Agreement and any rights or claims that cannot be waived by law. |
|---|
^1^ To be the 7^th^ day after the date of signing of the Release.
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| 2. | Associate agrees not to sue Cboe or any of the Released Parties with respect to rights and Released Claims<br>covered by this Release. If any government agency or court assumes jurisdiction of any charge, complaint, or cause of action covered by<br>this Release, Associate will not seek and will not accept any personal equitable or monetary relief in connection with such investigation,<br>action, suit, or legal proceeding. |
|---|---|
| 3. | Notwithstanding anything in this Release to the contrary, nothing in this Release prohibits Associate<br>from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating<br>in a governmental or regulatory entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory<br>entity (in each case, without having to disclose any such conduct to Cboe), or from responding if properly subpoenaed or otherwise required<br>to do so under applicable law. In addition, nothing in this Release limits Associate’s right to receive an award from a governmental<br>or regulatory entity for information provided to such an entity (and not as compensation for actual or alleged personal injury or damages<br>to Associate). Associate acknowledges and agrees that this Release is not in settlement of a claim of sexual discrimination or harassment. |
| --- | --- |
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| 4. | Associate has had at least twenty-one (21) days from receiving the Agreement and a copy of this Release<br>within which to consider this Release. Once Associate has signed this Release, Associate will still have seven (7) days in which<br>to revoke his or her acceptance of the ADEA portion of the Release by notifying Cboe, and specifically, the Chief Human Resources Officer,<br>or interim Chief Human Resources Officer if the existing Chief Human Resources Officer is a party to this Release. The ADEA portion of<br>the Release will not be effective or enforceable until the seven (7) day revocation period has expired. If the ADEA portion of the<br>Release is revoked, the remainder of this Release shall remain in full force and effect as to all of its terms except for the release<br>of claims under the ADEA, and Cboe will have three (3) business days to rescind the entire Release by so notifying Associate. The<br>Release cannot be executed and returned prior to the Resignation Date (as such term is defined under the Agreement). |
|---|---|
| 5. | This Release shall be binding upon and inure to the benefit of Cboe and its successors and assigns and<br>Associate and his or her heirs, executors and administrators. |
| --- | --- |
| 6. | This Release shall be construed and interpreted under the laws of the State of Illinois to the extent<br>not preempted by applicable laws of the United States. |
| --- | --- |
| 7. | Associate agrees that he or she will not directly or indirectly, make any statements, written or verbal,<br>or cause or encourage others to make any statements, written or verbal, that defame or disparage the business reputation, practices, or<br>conduct of the Released Parties. Executive acknowledges and agrees that this prohibition extends to statements, written or verbal, made<br>to anyone, including but not limited to the news media, investors, potential investors, industry analysts, competitors, strategic partners,<br>vendors, employees (past and present), and customers. |
| --- | --- |
| 8. | Associate agrees that he or she will continue to be governed by those obligations arising from any restrictive<br>covenants contained in all agreements between the Associate and Cboe (e.g., employment agreement, equity award agreement, etc.) and<br>the Company’s clawback policy or policies, which are incorporated by reference herein, and such agreements, shall be unaffected<br>hereby, and shall remain in full force and effect. |
| --- | --- |
| 9. | Associate represents, acknowledges, and agrees that: (a) Associate has not made or brought against<br>the Company or the Released Parties any charge, claim, civil action, administrative action, or internal or external complaint or allegation<br>of discrimination, harassment (including sexual harassment), failure to prevent an act of workplace harassment or discrimination based<br>on sex, sexual assault or abuse, retaliation, or any other unlawful employment practice (all collectively, hereinafter, “Unlawful<br>Employment Practices Claims”); (b) there is no factual basis for any Unlawful Employment Practices Claim; (c) this Release<br>is not in settlement of an employment dispute or other Unlawful Employment Practices Claim; and (d) none of the payments or benefits<br>provided under this Release are payments or benefits related to any Unlawful Employment Practices Claims. Nothing in this Release or any<br>other agreement executed in connection herewith (including any confidentiality, non-disclosure, and non-disparagement provisions) shall<br>prohibit you from disclosing or discussing any sexual assault or sexual harassment dispute arising after the execution of this Release.<br>Nothing in this Release or any other agreement executed in connection herewith (including any confidentiality, non-disclosure, and non-disparagement<br>provisions) shall prohibit Associate from making any truthful statements or disclosures regarding unlawful employment practices (including<br>but not limited to discrimination, harassment (including sexual harassment), failure to prevent an act of workplace harassment or discrimination<br>based on sex, sexual assault or abuse, or retaliation). |
| --- | --- |
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| 10. | Associate represents that Associate has carefully read this Release and fully understands it and that<br>in signing this document, Associate understands that Associate is releasing the Released Parties from the Released Claims as of the date<br>Associate signs this Release. Associate has been advised of Associate’s right to consult with an attorney of Associate’s choice,<br>and Associate freely and voluntarily agrees to the terms set forth in this Release, and knowingly and willingly intends to be legally<br>bound by them. |
|---|---|
| 11. | This Release may be executed in counterparts both of which, taken together, will constitute a single enforceable<br>instrument, and electronic or facsimile signatures shall have same force and effect as original signatures. |
| --- | --- |
| 12. | Should either party file an action to enforce the Agreement or this Release, the prevailing party in such<br>action shall be entitled to reasonable attorneys’ fees and costs in addition to any other remedies available in law or in equity. |
| --- | --- |
By signing this Release, Associate acknowledges and understands that this Release does not imply that Cboe has done anything unlawful or wrong.
| CBOE GLOBAL MARKETS, INC. | ||
|---|---|---|
| By: | ||
| Name: | Craig Donohue | |
| Title: | Chief Executive Officer |
ACCEPTED AND AGREED:
| David Howson |
|---|
| Date: |
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EXHIBIT C
RESTRICTIVE COVENANT AGREEMENT
THIS RESTRICTIVE COVENANT AGREEMENT (“RC Agreement”) is made and entered into this May 27, 2025, to be effective as of May 27, 2025 (the “Effective Date”), by and between Cboe Global Markets, Inc. (“Cboe”) and David Howson, a resident of Illinois (“Associate”).
1. Associate understands the global nature of Cboe’s businesses and the effort Cboe undertakes to develop and protect its business and its competitive advantage. Accordingly, Associate agrees that the scope and duration of the restrictions described in this RC Agreement are reasonable and necessary to protect the legitimate business interests of Cboe.
2. Associate further agrees that during the period of his employment and for a period of two (2) years following the Resignation Date, Associate shall not:
a. singly, jointly, or in any other capacity, in a manner that contributes to any research, technology, development, account, trading, marketing, promotion, or sales and that relates to Associate service with Cboe, directly or beneficially, manage, join, participate in the management, operation or control of, or work for (as an employee, consultant or independent contractor), or permit the use of his name by, or provide financial or other assistance to, or be connected in any manner with (i) any exchange, facility, clearinghouse, electronic communications network (“ECN”), electronic foreign currency exchange market (“FX”) matching platform, multilateral trading facility, or alternative trading system (“ATS”); (ii) the ECN, ATS or FX business lines of any full service broker dealer or any digital asset or data and access solutions business line of any competitor; (iii) any business line of any company that is substantially similar to any additional business line developed or entered into by Cboe during Associate’s employment with Cboe or (iv) any index provider, provided that, in the case of clauses (i), (ii), (iii) and (iv), such entity or business line directly competes with Cboe, without the express written approval of the CEO;
b. provide any service or assistance that (1) is of the general type of service or assistance provided by Associate to Cboe, (2) relates to any technology, account, product, project or piece of work, with which Employee was involved during his employment with Cboe, and (3) contributes to causing an entity to come within the definition described in paragraph (a) above;
c. solicit or accept if offered to him, with or without solicitation, on his own behalf or on behalf of any other person, the services of any person who is a then current employee of Cboe (or was an employee of Cboe during the year preceding such solicitation), nor solicit any of Cboe’s then current employees (or an individual who was employed by or engaged by Cboe during the year preceding such solicitation) to terminate employment or an engagement with Cboe, nor agree to hire any then current employee (or an individual who was an employee of Cboe during the year preceding such hire) of Cboe into employment with himself or any company, individual or other entity;
d. directly or indirectly divert or attempt to divert from Cboe any business in which Cboe has been actively engaged during Associate’s employment, nor interfere with the relationships of Cboe with its sources of business; or
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e. unless required by governmental agencies or under applicable laws or regulations, directly or indirectly, make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame or disparage the business reputation, practices, or conduct of Cboe, its employees, directors, or officers. Unless required by governmental agencies or under applicable laws or regulations, Employee acknowledges and agrees that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to the news media, investors, potential investors, industry analysts, competitors, strategic partners, vendors, employees (past and present), and customers.
3. Associate also affirms that Associate has not divulged any proprietary or confidential information of Cboe and will continue to maintain the confidentiality of such information consistent with Cboe’s policies and Associate’s agreement(s) with Cboe, including Associate’s equity award agreements with Cboe, and/or common law.
4. Associate acknowledges and agrees that Associate has received at least fourteen (14) days to review the covenants in this RC Agreement and Associate has been advised to consult with an attorney before entering into the covenants in this RC Agreement.
5. If any court of competent jurisdiction shall at any time deem the term of any covenant contained in this RC Agreement too lengthy or the geographic area or other scope covered too extensive, the other provisions of RC Agreement shall nevertheless stand, and such court shall modify and reform the term to be the longest period permissible by law under the circumstances and the geographic area or other scope covered to comprise the largest territory and scope permissible by law under the circumstances. The court in each case shall reduce the term and/or geographic area or other scope covered to permissible duration, size or scope.
6. The parties expressly agree that this RC Agreement shall be governed solely by the laws of the State of Illinois, without regard to its principles of conflict of laws. Any legal proceedings arising out of or relating to this RC Agreement shall be exclusively brought in the state or federal courts located in Chicago, Illinois.
7. Associate consents and agrees that if he violates any provisions of this RC Agreement, Cboe or its successors in interest shall be entitled, in addition to any other remedies that they may have, including money damages and recovery of attorneys’ fees, to seek an injunction to be issued by a court of competent jurisdiction without the posting of a bond or other security, restraining him from committing or continuing any violation this RC Agreement. In the event that Associate is found to have breached any provision set forth in of this RC Agreement, the time period provided for in that provision shall be deemed tolled ( i.e., it will not begin to run) for so long as Associate was in violation of that provision.
11
| CBOE GLOBAL MARKETS, INC. | ||
|---|---|---|
| By: | /s/ C.S. Donohue | |
| Name: | Craig Donohue | |
| Title: | Chief Executive Officer |
ACCEPTED AND AGREED:
| /s/ D. Howson | |
|---|---|
| David Howson | |
| Date: | 5/27/2025 |
12
Exhibit 99.1
| cboe.com |
|---|
MEDIA RELEASE
Cboe Global Markets AnnouncesDeparture of Global President Dave Howson
| · | Dave Howson, Global President, departing company to return to UK |
|---|---|
| · | Cathy Clay, EVP and Global Head of Derivatives, and Chris Isaacson, EVP and<br>Chief Operating Officer, expand global leadership roles |
| --- | --- |
CHICAGO, May 28, 2025 – Cboe Global Markets, Inc. (Cboe: CBOE), the world's leading derivatives and securities exchange network, today announced that Dave Howson, Executive Vice President and Global President, will be stepping down from the role effective August 1, 2025. Howson will be returning home to the UK after spending three years in Chicago in his role as Global President.
Cathy Clay, EVP and Global Head of Derivatives, and Chris Isaacson, EVP and Chief Operating Officer, are expanding their global leadership roles within the company. In addition to her current role overseeing the Global Derivatives business consisting of equity and index options and futures, Clay’s responsibilities will be expanded to provide oversight of the Cboe Data Vantage business. In addition to his current role overseeing Technology, Operations and Risk, Isaacson’s responsibilities will be expanded to include oversight of Cash Equities, Global FX and Clearing.
These changes leverage Clay and Isaacson’s strong track records of success and excellent leadership skills that have benefited Cboe for many years. Separating the leadership and oversight of these businesses strengthens the company’s strategic focus, while empowering innovation, enhancing operational agility, and positioning Cboe for sustained global growth. Following Howson’s departure, Cboe CEO Craig Donohue will also assume the title of President.
Clay brings a strong entrepreneurial spirit and a proven track record in business building, having played a foundational role in the early development of the Cboe Data Vantage business. Aligning Global Derivatives and Cboe Data Vantage under Clay’s direction will further integrate these business lines which are a key part of Cboe’s growth strategy.
Isaacson brings a strong track record of leadership, innovation and broad markets experience with particularly deep expertise in cash equities, FX and clearing. Isaacson’s leadership of these business lines will deliver continued strong performance, help fuel the Data Vantage business, and expand upon Cboe’s position as one of the leading global equity market operators.
“Cathy and Chris are highly respected leaders with a deep commitment to excellence in all they do. I have great confidence in their ability to continue driving innovation and growth in their respective business portfolios and I look forward to working closely with them in their new roles, along with the rest of our deeply experienced executive leadership team,” said Craig Donohue, Chief Executive Officer at Cboe Global Markets. “Dave has played a pivotal role in Cboe’s growth and global expansion during the last several years and his contributions will have a lasting impact on Cboe. On behalf of our entire organization, I wish him all the best in his next chapter.”
Dave Howson, Global President, commented: "I am grateful to Craig, the Board of Directors, and the entire Cboe team for their trust in me to help build a strong global business and culture. While it was a difficult decision to leave this great organization, I am looking forward to returning home to the UK to be closer to family. As I step away, I do so with immense pride in what we have achieved together. Cathy and Chris are strong leaders and I have the utmost confidence that Cboe is well-positioned for continued success.”
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| cboe.com |
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About Cboe Global Markets
Cboe Global Markets (Cboe: CBOE), the world's leading derivatives and securities exchange network, delivers cutting-edge trading, clearing and investment solutions to people around the world. Cboe provides trading solutions and products in multiple asset classes, including equities, derivatives and FX, across North America, Europe and Asia Pacific. Above all, we are committed to building a trusted, inclusive global marketplace that enables people to pursue a sustainable financial future. To learn more about the Exchange for the World Stage, visit www.cboe.com.
| Media Contacts | Analyst Contact | |
|---|---|---|
| Angela Tu | Tim Cave | Kenneth Hill, CFA |
| +1-917-985-1496 | +44 (0) 7593-506-719 | +1-312-786-7559 |
| atu@cboe.com | tcave@cboe.com | khill@cboe.com |
Cboe®and Cboe Global Markets® are registered trademarks of Cboe Exchange, Inc. All other trademarks and service marks are the propertyof their respective owners.
Cautionary Statements Regarding Forward-Looking Information
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. All statements that reflect our expectations, assumptions or projections about the future other than statements of historical fact are forward-looking statements. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements.
We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Some factors that could cause actual results to differ include: the loss of our right to exclusively list and trade certain index options and futures products; economic, political and market conditions; compliance with legal and regulatory obligations; price competition and consolidation in our industry; decreases in trading or clearing volumes, market data fees or a shift in the mix of products traded on our exchanges; legislative or regulatory changes or changes in tax regimes; our ability to protect our systems and communication networks from security vulnerabilities and breaches; our ability to attract and retain skilled management and other personnel, increasing competition by foreign and domestic entities; our dependence on and exposure to risk from third parties; factors that impact the quality and integrity of our and other applicable indices; our ability to manage our global operations, growth, and strategic acquisitions or alliances effectively; increases in the cost of the products and services we use; our ability to operate our business without violating the intellectual property rights of others and the costs associated with protecting our intellectual property rights; our ability to minimize the risks, including our credit, counterparty investment, and default risks, associated with operating our clearinghouses; our ability to accommodate trading and clearing volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems; misconduct by those who use our markets or our products or for whom we clear transactions; challenges to our use of open source software code; our ability to meet our compliance obligations, including managing our business interests and our regulatory responsibilities; the loss of key customers or a significant reduction in trading or clearing volumes by key customers; our ability to maintain BIDS Trading as an independently managed and operated trading venue, separate from and not integrated with our registered national securities exchanges; damage to our reputation; the ability of our compliance and risk management methods to effectively monitor and manage our risks; restrictions imposed by our debt obligations and our ability to make payments on or refinance our debt obligations; our ability to maintain an investment grade credit rating; impairment of our goodwill, long-lived assets, investments or intangible assets; the accuracy of our estimates and expectations; and litigation risks and other liabilities. More detailed information about factors that may affect our actual results to differ may be found in our filings with the SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2024 and other filings made from time to time with the SEC.
We do not undertake, and we expressly disclaim, any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
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