Cbiz Inc

1. 1

   Merger Agreement Proposal

   ManagementBoard: FOR

   Adopt the Agreement and Plan of Merger dated July 28, 2026, under which Viking MergerCo, Inc. will merge with and into CBIZ, Inc., with CBIZ surviving as a wholly owned subsidiary of Viking ParentCo, Inc., and CBIZ stockholders receiving $55.00 in cash per share, subject to the agreement’s terms and conditions.

   More detail

   The proposal asks stockholders to adopt the July 28, 2026 Merger Agreement among CBIZ, Viking ParentCo and Viking MergerCo. If approved and the other closing conditions are satisfied or waived, MergerCo will merge into CBIZ and CBIZ will survive as Parent’s wholly owned subsidiary. Each eligible outstanding CBIZ share, other than excluded and properly dissenting shares, will be converted into the right to receive $55.00 in cash without interest. Completion requires approval by holders of a majority of the outstanding shares entitled to vote, and failure to vote or abstention has the same effect as an against vote when a quorum is present. The Board unanimously approved the transaction, determined it fair and in stockholders’ best interests, and recommends voting for it. The Board emphasized immediate cash certainty, a substantial premium to CBIZ’s unaffected trading metrics, and value it viewed as favorable to CBIZ’s standalone prospects. It also relied on an arm’s-length negotiation process, the availability of a go-shop period, committed financing, specific contractual closing protections, and Goldman Sachs’ opinion that the consideration was fair from a financial point of view. The transaction would end CBIZ’s status as a public company, delist its shares from the NYSE, terminate Exchange Act registration, and eliminate stockholders’ participation in future upside. The merger remains subject to stockholder approval, regulatory and other customary conditions, and could fail to close even after approval.

2. 2

   Merger-Related Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, compensation that may be paid or become payable to CBIZ’s named executive officers based on or otherwise related to the Merger and other Transactions.

   More detail

   The proposal asks stockholders to approve, on a non-binding advisory basis, merger-related compensation that may be paid to CBIZ’s named executive officers. The resolution covers compensation disclosed under Item 402(t) of Regulation S-K, including cash severance, retention and transaction bonuses, equity award treatment, and related benefits. The vote is being presented because Section 14A of the Exchange Act and SEC rules require a separate advisory vote on transaction-related executive compensation. Approval is not a condition to completion of the Merger and will not bind CBIZ, the Board, Parent, or the surviving corporation. Consequently, the covered compensation may be paid even if stockholders reject this proposal, assuming the Merger Agreement is adopted and the applicable contractual conditions are satisfied. The proxy estimates potential total merger-related compensation of approximately $22.0 million for Jerome P. Grisko, Jr., $12.9 million for Brad Lakhia, and $6.6 million for Michael P. Kouzelos, with additional amounts shown for former executives Chris Spurio and Ware Grove. The arrangements include both single-trigger and double-trigger elements, with retention payments partly payable at closing and other compensation generally conditioned on qualifying termination or continued employment. The Board recommends voting for the proposal because the compensation arises from existing employment arrangements and transaction-related retention and bonus programs intended to retain key personnel and support completion and integration of the transaction. The advisory nature of the vote limits its governance effect, but it gives stockholders an opportunity to express approval or disapproval of the disclosed executive compensation package.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Authorize adjournment of the Special Meeting to a later date or time, if necessary or appropriate, to provide supplemental or amended disclosure or solicit additional proxies in favor of the Merger Agreement Proposal.

   More detail

   The proposal asks stockholders to authorize one or more adjournments of the Special Meeting. An adjournment could be used to provide stockholders additional time to review supplemental or amended proxy disclosure. It could also be used to solicit additional proxies supporting the Merger Agreement Proposal if the vote count is insufficient at the scheduled meeting. The Company states that an adjournment could occur even where existing proxies indicate that the Merger Agreement Proposal would otherwise fail, allowing management to seek changed votes. If a quorum is absent, the Company may also seek adjournment so that sufficient shares can be represented. Under the stated voting standard, approval requires a majority of the voting power present in person or by proxy and entitled to vote, assuming a quorum. Abstentions count as against votes, while failures to vote have no effect on this proposal when a quorum is present. The Board recommends voting for the proposal to preserve flexibility to address disclosure requirements, obtain additional support, or establish a quorum. The proposal does not itself approve the Merger and is separate from the Merger Agreement vote. Its practical significance is procedural but potentially material because it can extend the solicitation period and delay a final vote on the transaction.

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When is the Cbiz Inc 2026 special meeting?

Cbiz Inc (CBZ) holds its 2026 special shareholder meeting on Tuesday, October 27, 2026.

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

The record date for the Cbiz Inc 2026 meeting is Wednesday, September 16, 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 7 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.