Cboe Global Markets, Inc 8-K, filed Nov 17, 2022
Cboe Global Markets, Inc. (CBOE)
About this 8-K
Cboe Global Markets, Inc filed this 8-K on November 17, 2022, reporting on events of November 16, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Address and Zip Code of Principal Executive Offices)
Registrant's telephone number, including area code (
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
| Trading Symbol |
| Name of each exchange on which registered: |
| |
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; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 16, 2022, in connection with the previously announced appointment of David Howson to Global President of Cboe Global Markets, Inc. (the “Company”) and his relocation to the United States from the United Kingdom, Mr. Howson and the Company agreed (the “Agreement”) to cancel and terminate his U.K. executive employment agreement (the “UK Employment Agreement”). As part of the termination of the UK Employment Agreement, the Company also agreed to designate Mr. Howson as a participant in the Company’s Executive Severance Plan (the “Severance Plan”). Participating executives and other officers are entitled to certain severance benefits upon a qualifying termination of employment pursuant to the Severance Plan, the terms of which were previously disclosed in the Company’s definitive proxy statement for the 2022 Annual Meeting of Stockholders filed with the Securities Exchange Commission on March 31, 2022 and are incorporated by reference herein.
The foregoing description of the Agreement is only a summary and is qualified in its entirety by the full text of the Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01.Financial Statement and Exhibits.
(d) Exhibits
10.1 |
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. | |
| (Registrant) | |
| | |
| By: | /s/ Patrick Sexton |
| | Patrick Sexton |
| | Executive Vice President, General Counsel, and Corporate Secretary |
| | |
| | Dated: November 17, 2022 |
Exhibit 10.1
CANCELLATION AMENDMENT OF
EMPLOYMENT AGREEMENT
WHEREAS, Cboe Global Markets, Inc. (“Cboe”) previously acquired Bats Global Markets, Inc. (“Bats”) and succeeded to that certain Employment Agreement dated as of December 17, 2015, by and between Bats Global Markets, Inc., a Delaware corporation (“Bats”), and Dave Howson (the “Executive”) and effective on January 1, 2016 (the “UK Employment Agreement”);
WHEREAS, pursuant to paragraph 20 of the UK Employment Agreement, the UK Employment Agreement may be amended or canceled only by mutual agreement of the parties in writing; and
WHEREAS, Cboe has determined to cancel the UK Employment Agreement and the Chief Executive Officer of Cboe has agreed to designate the Executive as a participant in this corporation’s Executive Severance Plan at the level of an EVP, effective upon the later to occur of the execution of this Cancellation Amendment and the Executive becoming a resident of the U.S.
NOW, THEREFORE, IT IS RESOLVED that by virtue and in exercise of the power reserved to Cboe pursuant to paragraph 20 of the UK Employment Agreement, the UK Employment Agreement be and is amended, effective no later than the date this Cancellation Amendment is fully executed or the date the Executive becomes a resident of the U.S., by adding the following new paragraph A immediately prior to paragraph 1 of the UK Employment Agreement as a part thereof:
“A. Cancellation. This Agreement be and is cancelled and terminated.”
IN WITNESS WHEREOF, this Cancellation Amendment is executed as of this 16th day of November, 2022.
CBOE GLOBAL MARKETS, INC.
By: /s/ Edward T. Tilly
Its: Chairman and CEO
Dave Howson
/s/ D. Howson