Cboe Global Markets, Inc. (CBOE) May 2026 Annual General Meeting Transcript

Good morning and welcome to the CBOE Global Markets Annual Meeting of Stockholders. I would now like to introduce the first presenter, Bill Farrow.

Good morning, everyone. Welcome to the CBOE Global Markets Annual Meeting of Stockholders. I'm Bill Farrow, Chairman of the Board, and I would like to thank you for joining us. Similar to last year, we're conducting this meeting as a completely virtual annual meeting of stockholders. A copy of the agenda and rules of procedure have been posted on the web portal. The agenda is as follows. First, I will introduce our board of directors and some of our key executives. Second, we will report on forum and administrative matters. Third, we will vote on the proposals listed in the proxy statement. Fourth, Craig Donahue, our Chief Executive Officer, will update you on progress made at CBOE. Fifth, we will take questions from stockholders. And finally, we will report the preliminary voting results. As is our custom, if you have a question about one of the proposals to be voted on, such questions must be submitted in the field provided on the web portal at or before the time the proposals are before the meeting for consideration then after the conclusion of the business presentation we will address appropriate general questions of stockholders regarding the company to submit questions please log into as a stockholder by entering 16 digit control number you received with your proxy material and submit questions in the field for you may also refer to the rules of procedure for this meeting regarding questions to introduce my fellow director nominees Craig Donahue was also our chief executive officer Fitzpatrick Jill Goodman Aaron Mansfield to see my peak Rick Palmore Jamie Parisi and Fred Tomczyk before introducing others in attendance today on behalf of the board I would also like to thank Alex Maturi, who did not stand for re-election as a director at the annual meeting. I want to thank him for his dedication to service to CBOE. I will now introduce our other key senior executives who are in attendance. Jill Griebenow, Executive Vice President, Chief Financial Officer, and Pat Sexton, Executive Vice President, General Counsel, and Corporate Secretary. I'd also like to introduce our Independent Auditor, KPMG, LLP, represented today by Anupam Lahar and Noah Moravec. In addition, Richard Kretz, a representative from Broadridge, is serving as Independent Inspector of Elections. I thank everyone for participating today. Now, let us proceed with the formal business of our meeting. Craig Donahue and Patrick Sexton have been appointed as proxies for the meeting. Will the Corporate Secretary now present the required formal documents and affirm that the meeting is fully convened for the transaction of business?

Thank you, Bill. Thank you, Bill. I have copies of the Notice of Meeting, Form 10-K, which include the year ended December 31, 2025, and the forms of proxy together with affidavits and mailings. In addition, the Board of Directors adopted resolutions providing for the meeting to be held at this time via live audio webcast and directing that notice to be given. Board fixed March 19, 2020 for determining persons entitled to notice of and to vote at this meeting. The Inspector of Elections has reported that more than 89 percent of the outstanding shares of the company's common stock as of the close of business on the record date are represented today virtually in person or by proxy. Therefore, form is present the meetings do links in the intercurses of transacting such business it may probably come before it web portal is open for comments on the proposals of one of the proposals for voting and will close following the introduction via the web portal if you have already voted by mailing and proxies or by the end or the end we have four proposals on which stockholders are

voting at this meeting after the proposals have been introduced we will respond to questions Proxy statement that has been mailed to stockholders entitled to vote at this meeting. Those have one vote per share of common stock held as of the close of business on March 19, 2020. Business for consideration by stockholders is the election of directors as described in the proxy statement. There are 12 director nominees to be voted on at this annual meeting. The directors elected today will hold office until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Our bylaws require advanced notice of stockholders' intent to nominate persons. Such notice was received, and accordingly, I declare the nominations for the... The second item of business is a non-binding resolution to approve the compensation paid to our executive officers. The fourth item of business is the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2026. The fourth item of business is the stockholder proposal regarding the shareholder right to act by written consent. Our board of directors recommends that the stockholders vote for the election of each director nominee and for each of the other proposals except for the stockholder proposal in which the Board of Directors recommends that the stockholders vote against. The representatives of the stockholder proposal may now provide a brief statement to present the proposal. You have a limit of three minutes to present your proposal. Please proceed.

This is John Trevedon. Proposal 4, Sheryl of the Right Act by written consent. Sheryl's written consent by the Sheryl's entitled to vote the minimum number of shares that would be necessary to authorize an action at a meeting in which all shareholders entitled to vote thereon were present at voting. Shareholders acting by written consent and calling for a special shareholder meeting are two means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. A shareholder right act by written consent is necessary to make up for the unattainable CBOE right to call for a special shareholder meeting that requires 25% of the shares outstanding. Shareholders at more than 100 companies have voted on proposals for a shareholder right to call for a special shareholder meeting, but not even one of these 100 companies have ever given even one example of a special shareholder meeting ever taking place at any company anywhere that required the backing of 25% of shares outstanding. Thus, the 25% requirement seems to be unattainable based on historical experience. Thus, it is more important to have a right to act by written consent to make up for this. Please vote yes. Show the right to act by written consent proposal four.

In the proxy statement, management is recommending that stockholders vote against the stockholder proposal. Please refer to the proxy statement for further explanation of proposals to be presented at the meeting.

There being no further discussion or questions since all stockholders have adequate time to vote. It is 8.09 and the polls are now closed. Now that we have addressed questions regarding the proposal, there is no further discussion since all shareholders have had adequate time to vote. 8.09.

On CBOE's recent business development presentation, we will take questions regarding CBOE and there will be a preliminary report on the results of the elections. Any stockholder who would like to ask a question regarding CBOE, should submit their question in the field provided in the web portal. In the interest of time, you have a limit of two questions per business update portion of the meeting.

I'm Ken Hill, SDP of Finance and Treasurer at CBO Global Markets. Before we begin, let me remind you that this presentation does contain some forward-looking statements, which involve risks and uncertainties. Actual results may vary. Please refer to our filings with the SEC for more detailed information about the risks and uncertainties. We will also be referring to non-GAAP statements, measures as defined and reconciled in our presentation materials. I will turn the call now over to Craig.

Thank you, Ken. CBOE delivered record net revenue of $2.4 billion, generating adjusted diluted EPS growth of 24% to $10. The exceptional results were underpinned by double-digit net revenue growth in every major category at CBOE. Specifically, strong volumes in both our multi-list and proprietary index option products drove the strength in the derivatives category, growing 22% in 2025. TiVo's data-managed business grew 10% year-over-year in 2025, as new sales growth drove the upside. And robust industry volumes propelled our cash and spot markets 15% higher on a year-over-year basis. That momentum has continued into this year, with CBO reporting record quarterly results for the first quarter of 2026. More importantly, we continue to make progress on our strategy, and the decisive actions we've taken are moving the company closer to realizing its full potential. Following a thorough strategic review and the adoption of a more rigorous financial framework. We announced a strategic realignment to prioritize investment and the core businesses that drive our earnings. We acted quickly to reorient the company, including exiting non-core activities, optimizing resource allocation, and initiating the sale of our Canadian and Australian businesses. Reaching a definitive agreement to sell both last month, these actions have strengthened performance in our core businesses, and they've sharpened our focus on new growth opportunities. Going forward, we are positioned to allocate more resources more effectively, including adding talent in emerging areas, as we make greater investments in financial and economic event markets, tokenizing products, and further expanding our clearing services in both Europe and the U.S. We will also strengthen our regional sales, marketing, and investor education to bring our most in-demand products, emerging innovations, and deep market expertise closer to our customers around the world, all driving long-term value for shareholders. I have never been more excited about the road ahead, but our success will require continued discipline, focus, and smart capital allocation.

This concludes our presentation. Welcome to the Q&A portion of the meeting. As previously mentioned, any stockholder who would like to ask a question regarding CBO should submit their questions in the field provided in the web portal. If we received substantially similar questions, we may group the questions together and provide a single response to avoid repetition. We do have two questions. I will group them together. The questions are, please advise CBO response to Barclays' derivative target for CBO in March 2026, and UBS maintained a neutral stand, suggesting a significant portion of the growth and strength have already been reflected in the share price. Has the market already priced in future growth?

I can't comment on two specific 18 to 20 analysts that cover the company, but we continue to see very strong macroeconomic and very strong secular trends supporting growth across all of our core businesses. We also, as I said, continue to focus on optimizing our core business and the board and management are very focused on delivering long-term shareholder value. We continue to look at ways to be innovative and to expand our business in new arenas, such as event contracts, tokenizing different financial instruments, and expanding our clearing capabilities while also globalizing our business.

There being no further questions, we've completed the question and answer section of the meeting. Will the corporate secretary please report from the preliminary results of the election?

Thank you, Ken. The preliminary results from the inspector elections indicate that more than 94% of the shares of the company's common stock cast on this matter have voted for each of the nominees in the proxy statement. The nominees have been elected to serve as the company's common stock cast on this matter have voted in favor of the non-binding resolution to approve the compensation paid for an executive officer. Therefore, stockholders have approved this resolution. 9% of the shares of the company's common stock represented at this meeting have voted in favor of the ratification of the appointment of KPMG as the company's independent registered public accounting firm, with 2026 disclaiming the appointment of KPMG is so ratified. More than 57% of the shares of the company's common stock cast in this matter have voted in opposition to the stockholder proposal regarding the Shareholder Rights Act by written consent. Therefore, stockholders have rejected this proposal. Final voting results will be reported by the company on Form 8-K.

They filed with informed business data. Thank you, Pat. This concludes our meeting, and the annual meeting is adjourned.

The conference has now concluded. Thank you for attending today's presentation, and you may now disconnect.