Independent
Tenure on this board
10.0 yrs
Also a director at
Wec Energy Group Inc (WEC)
12 nominees · 4 ballot items.
Election of 12 directors; Advisory vote to approve executive compensation (say-on-pay); Ratification of KPMG as independent auditor; Stockholder proposal to permit shareholders to act by written consent (proponent: John Chevedden).
Election of twelve director nominees to serve until the next annual meeting.
Non-binding 'say-on-pay' advisory vote to approve the compensation paid to named executive officers as disclosed in the proxy statement.
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.
Ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for fiscal year 2026.
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).
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.50% | 6,797,434 | $1.9B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.01% | 5,241,096 | $1.5B |
| 3 | ALLIANCEBERNSTEIN L.P. | 4.84% | 5,061,323 | $1.3B |
| 4 | STATE STREET CORP | 4.76% | 4,976,866 | $1.4B |
| 5 | BlackRock, Inc. | 4.42% | 4,625,026 | $1.3B |
| 6 | FMR LLC | 4.03% | 4,217,524 | $1.2B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.62% | 2,738,870 | $773M |
| 8 | BlackRock, Inc. | 2.30% | 2,402,344 | $675M |
| 9 | T. Rowe Price Investment Management, Inc. | 2.07% | 2,170,702 | $610M |
| 10 | MORGAN STANLEY | 1.16% | 1,215,527 | $342M |
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