Cboe Global Markets Inc

1. 1

   Elect 12 directors to the Board of Directors

   ManagementBoard: FOR

   Election of twelve director nominees to serve until the next annual meeting.

2. 2

   Advisory vote to approve executive compensation

   ManagementBoard: FOR

   Non-binding 'say-on-pay' advisory vote to approve the compensation paid to named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal asks stockholders to approve, on a non-binding advisory basis, the company's executive compensation as disclosed in the proxy materials. Management seeks approval to validate its pay practices and gauge investor support for its compensation design, which emphasizes performance-based pay (annual incentives tied to net revenue and adjusted EBITDA and long-term equity awards split between time-based RSUs and PSUs tied to TSR and EPS). The Compensation and Human Capital Committee explains the program's objectives—attracting and retaining talent, aligning pay with stockholder returns, and incentivizing execution of strategic goals—and highlights governance features (independent committee, independent consultant, clawbacks, stock ownership and holding guidelines, no hedging/pledging, double-trigger change-in-control protections). Management justifies the recommendation by citing strong company performance in 2025, refined plan features (e.g., net revenue threshold for above-target EBITDA payouts), and robust stockholder engagement history; the Board recommends a FOR vote, stressing that the advisory result will be considered in future compensation decisions.

3. 3

   Ratification of appointment of independent registered public accounting firm

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for fiscal year 2026.

4. 4

   Stockholder proposal—Shareholder Right to Act by Written Consent

   Shareholder — John CheveddenBoard: AGAINST

   Proposal submitted by John Chevedden requesting the board to permit shareholder action by written consent by the minimum number of votes necessary to authorize an action at a meeting (no ownership length or holding-method restrictions).

   More detail

   The shareholder proposal from John Chevedden requests that the board amend governance documents to allow shareholders to act by written consent — specifically, permitting the minimum number of votes necessary to approve an action at a fully attended meeting to take that action via written consent, without ownership-duration or holding-method restrictions. The proponent argues written consent provides a timely route to put proposals before shareholders without waiting for annual meetings, pointing to prior proxy votes where a 10% special meeting threshold received 44% support and a political spending disclosure proposal received 56% support, suggesting notable shareholder interest in expedited rights. Management opposes the proposal, recommending a vote AGAINST, arguing that the recently adopted 25% special meeting right already provides timely access for shareholders; that written-consent mechanisms risk reduced transparency, potential abuse, duplicative or conflicting initiatives, and regulatory complexity given Cboe’s exchange operator status; and that the Board’s governance framework and stockholder engagement practices provide appropriate avenues for stockholder influence. Implementing written consent would likely require SEC review and potential Charter/Bylaw amendments due to exchange regulatory requirements, adding complexity and cost. The Board asserts that maintaining the special meeting threshold at 25% strikes the right balance between stockholder rights and protections against abuse, and it contends the company has been responsive to prior stockholder votes. The contest centers on tradeoffs between improved shareholder initiative mechanisms and preserving deliberative, transparent governance processes in a highly regulated exchange operator.

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When is the Cboe Global Markets Inc 2026 annual meeting?

Cboe Global Markets Inc (CBOE) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

What is the record date for the Cboe Global Markets Inc 2026 meeting?

The record date for the Cboe Global Markets Inc 2026 meeting is Thursday, March 19, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cboe Global Markets Inc's 2026 meeting?

The board is presenting 12 director nominees at the Cboe Global Markets Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cboe Global Markets Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Cboe Global Markets Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.