Cbiz Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two directors (Richard T. Marabito and Rodney A. Young) to the Board for terms expiring in 2029.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.

   More detail

   The proposal seeks shareholder ratification of the Audit Committee’s selection of KPMG LLP as CBIZ’s independent registered public accounting firm for fiscal 2026. Management is presenting this advisory ratification despite not being required by the bylaws or law, as a governance best practice; KPMG has been auditor since 1996 and the Audit Committee evaluated firm qualifications, engagement team expertise, quality controls, PCAOB reports, and potential conflicts. The Board recommends a vote FOR, noting that if shareholders fail to ratify the selection the Audit Committee would reconsider its choice, and that the Audit Committee retains the ability to change auditors at any time if warranted. The recommendation is grounded on the Audit Committee’s review of fees, firm independence, historical relationship, and the perceived benefits of continuity versus the disruption of changing auditors. Shareholder ratification provides an additional governance check but does not bind the Committee; the vote’s outcome will inform the Committee’s exercise of discretion over auditor retention and oversight going forward.

3. 3

   Non-Binding Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Conduct a non-binding advisory (say-on-pay) vote to approve the Company’s named executive officer compensation as described in the proxy statement.

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s named executive officer compensation (the “say-on-pay” vote) as disclosed in the proxy statement. Management frames its compensation program as pay-for-performance, aligned with shareholder interests via financial and individual performance metrics, and balanced between cash and equity incentives with peer benchmarking and consultant input. The Board and the Compensation and Human Capital Committee recommend a FOR vote and will consider the advisory vote’s outcome in future compensation decisions, though the vote is not binding. The company highlights continuing engagement with institutional investors, prior strong say-on-pay support (over 97% in 2025), and unchanged material policies year-over-year; it also describes specific elements of the 2025 compensation program (EIP, RSUs, PSUs, metrics like Pre-Tax Income and TGIR) to justify their approach. Given the nonbinding nature, the vote serves principally as feedback on governance and program design rather than a direct mandate to alter compensation arrangements.

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When is the Cbiz Inc 2026 annual meeting?

Cbiz Inc (CBZ) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

What is the record date for the Cbiz Inc 2026 meeting?

The record date for the Cbiz Inc 2026 meeting is Tuesday, March 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cbiz Inc's 2026 meeting?

The board is presenting 2 director nominees at the Cbiz Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cbiz Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Cbiz Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.