8-K
Cboe Global Markets, Inc. (CBOE)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2021
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.) |
400 South LaSalle Street
Chicago , Illinois **** 60605
(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 (16 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (16 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (16 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: | **** | Trading Symbol | **** | Name of each exchange on which registered: |
|---|---|---|---|---|
| Common 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; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Cboe Global Markets, Inc. (the “Company”) announced on March 24, 2021 the appointment of Bryan Harkins to Executive Vice President, President BIDS Trading. In connection with such appointment and change in role, on May 13, 2021 the Company granted Mr. Harkins a special one-time award of restricted stock units, with a grant date value of $200,000, which will vest on May 13, 2024, subject to Mr. Harkins’ continuous employment with the Company through such date.
Item 5.07.Submission of Matters to a Vote of Security Holders.
The results of voting for each matter submitted to a vote of stockholders at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company held on May 13, 2021 are set forth below.
Proposal One
At the Annual Meeting, the persons whose names are set forth below were elected as directors, constituting the entire Board of Directors of the Company. Relevant voting information for each person follows:
| | | | | |||||
|---|---|---|---|---|---|---|---|---|
| Director Nominee | For | Against | Abstain | Broker Non-votes | ||||
| Edward T. Tilly | | 73,592,762 | | 5,799,653 | | 1,394,618 | | 9,194,034 |
| Eugene S. Sunshine | | 75,026,497 | | 5,087,449 | | 673,087 | | 9,194,034 |
| William M. Farrow III | | 79,357,157 | | 752,622 | | 677,254 | | 9,194,034 |
| Edward J. Fitzpatrick | | 78,374,908 | | 1,735,815 | | 676,310 | | 9,194,034 |
| Ivan K. Fong | | 79,473,320 | | 637,954 | | 675,759 | | 9,194,034 |
| Janet P. Froetscher | | 75,442,752 | | 4,668,957 | | 675,324 | | 9,194,034 |
| Jill R. Goodman | | 78,961,975 | | 1,149,232 | | 675,826 | | 9,194,034 |
| Alexander J. Matturri, Jr. | | 79,261,813 | | 848,508 | | 676,712 | | 9,194,034 |
| Jennifer J. McPeek | | 79,322,764 | | 789,964 | | 674,305 | | 9,194,034 |
| Roderick A. Palmore | | 73,985,925 | | 6,124,346 | | 676,762 | | 9,194,034 |
| James E. Parisi | | 78,428,405 | | 1,684,461 | | 674,167 | | 9,194,034 |
| Joseph P. Ratterman | | 79,514,464 | | 593,729 | | 678,840 | | 9,194,034 |
| Jill E. Sommers | | 78,958,222 | | 1,153,489 | | 675,322 | | 9,194,034 |
| Fredric J. Tomczyk | | 78,620,715 | | 1,490,211 | | 676,107 | | 9,194,034 |
Proposal Two
The advisory proposal for approval, in a non-binding resolution, of the compensation paid to the Company's named executive officers was approved by a vote of 73,306,284 shares voting for the proposal, 6,580,660 shares voting against the proposal, 900,089 shares abstaining from the vote on the proposal and 9,194,034 broker non-votes.
Proposal Three
The appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2021 fiscal year was ratified by a vote of 89,073,459 shares voting for the proposal, 353,988 shares voting against the proposal and 553,620 shares abstaining from the vote on the proposal.
There were no other matters presented for a vote at the Annual Meeting.
Item 9.01.Financial Statement and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)
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: May 18, 2021 |