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Cboe Global Markets (CBOE) investors back board, auditor and reject written-consent bid

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(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Cboe Global Markets, Inc. held its 2026 Annual Meeting of Stockholders on May 14, 2026, where all nominated directors were elected to the Board. Support for individual nominees ranged from about 80.7 million to 85.2 million votes in favor, with several million broker non-votes recorded on each.

Stockholders approved, on an advisory basis, the compensation of named executive officers, with 78,374,638 shares voting for and 6,486,027 against, plus 627,007 abstentions and 8,397,063 broker non-votes. They also ratified KPMG LLP as independent registered public accounting firm for 2026 with 93,489,963 votes for. A stockholder proposal to allow action by written consent received 36,330,673 votes for but was rejected after 48,652,350 votes were cast against it.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Say-on-pay votes for 78,374,638 shares Advisory approval of named executive officer compensation
Say-on-pay votes against 6,486,027 shares Advisory approval of named executive officer compensation
Auditor ratification votes for 93,489,963 shares Ratification of KPMG LLP as 2026 independent auditor
Written consent proposal for 36,330,673 shares Stockholder proposal on right to act by written consent
Written consent proposal against 48,652,350 shares Stockholder proposal on right to act by written consent
Broker non-votes (proposals 1, 2, 4) 8,397,063 shares Reported for multiple voting items at 2026 Annual Meeting
Votes for director Cecilia H. Mao 85,216,482 shares Election to Board of Directors
Votes for director Jennifer J. McPeek 85,221,082 shares Election to Board of Directors
broker non-votes financial
"and 8,397,063 broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory proposal financial
"The advisory proposal for approval, in a non-binding resolution, of the compensation"
independent registered public accounting firm financial
"The appointment of KPMG LLP as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
stockholder proposal financial
"The stockholder proposal regarding shareholder right to act by written consent was rejected"
Annual Meeting of Stockholders financial
"at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Cboe Global Markets, Inc."
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Form 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 14, 2026

 

 

 

Cboe Global Markets, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

(State or other jurisdiction of incorporation)

 

001-34774 20-5446972
(Commission File Number) (IRS Employer Identification No.)

 

433 West Van Buren Street

Chicago, Illinois 60607

(Address and Zip Code of Principal Executive Offices)

 

Registrant's telephone number, including area code (312) 786-5600

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading
Symbol		   Name of each exchange on which registered:
Common Stock, par value of $0.01 per share   CBOE   CboeBZX

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

The results of voting for each matter submitted to a vote of stockholders at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Cboe Global Markets, Inc. (the “Company”) held on May 14, 2026 are set forth below.

 

Proposal One

 

At the Annual Meeting, the persons whose names are set forth below were elected as directors, constituting the entire Board of Directors of the Company. Relevant voting information for each person follows:

 

Director Nominee  For   Against   Abstain   Broker Non-votes 
William M. Farrow, III   83,620,569    1,769,021    98,082    8,397,063 
Craig S. Donohue   84,651,893    725,147    110,632    8,397,063 
Edward J. Fitzpatrick   83,643,031    1,745,319    99,322    8,397,063 
Ivan K. Fong   84,199,830    1,093,011    194,831    8,397,063 
Janet P. Froetscher   80,725,589    4,663,924    98,159    8,397,063 
Jill R. Goodman   83,508,589    1,881,185    97,898    8,397,063 
Erin A. Mansfield   84,729,015    644,773    113,884    8,397,063 
Cecilia H. Mao   85,216,482    157,806    113,384    8,397,063 
Jennifer J. McPeek   85,221,082    169,564    97,026    8,397,063 
Roderick A. Palmore   81,577,684    3,808,393    101,595    8,397,063 
James E. Parisi   84,783,123    585,891    118,658    8,397,063 
Fredric J. Tomczyk   83,783,372    1,524,368    179,932    8,397,063 

 

Proposal Two

 

The advisory proposal for approval, in a non-binding resolution, of the compensation paid to the Company's named executive officers was approved by a vote of 78,374,638 shares voting for the proposal, 6,486,027 shares voting against the proposal, 627,007 shares abstaining from the vote on the proposal and 8,397,063 broker non-votes.

 

Proposal Three

 

The appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2026 fiscal year was ratified by a vote of 93,489,963 shares voting for the proposal, 152,411 shares voting against the proposal and 242,361 shares abstaining from the vote on the proposal.

 

Proposal Four

 

The stockholder proposal regarding shareholder right to act by written consent was rejected by a vote of 36,330,673 shares voting for the proposal, 48,652,350 shares voting against the proposal, 504,649 shares abstaining from the vote on the proposal and 8,397,063 broker non-votes.

 

There were no other matters presented for a vote at the Annual Meeting.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CBOE GLOBAL MARKETS, INC.
   
  By: /s/ Patrick Sexton
    Patrick Sexton
    Executive Vice President, General Counsel, and Corporate Secretary
     
    Dated: May 18, 2026

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Cboe (CBOE) stockholders decide at the 2026 annual meeting?

Cboe stockholders elected all director nominees, approved executive compensation on an advisory basis, and ratified KPMG LLP as the 2026 independent auditor. They rejected a stockholder proposal seeking shareholder rights to act by written consent, keeping the existing governance framework unchanged.

How did Cboe (CBOE) investors vote on executive compensation in 2026?

Cboe investors approved the advisory vote on executive compensation, with 78,374,638 shares in favor and 6,486,027 against. There were 627,007 abstentions and 8,397,063 broker non-votes, indicating overall shareholder support for the current pay programs for named executive officers.

Which auditing firm did Cboe (CBOE) stockholders ratify for 2026?

Cboe stockholders ratified KPMG LLP as the company’s independent registered public accounting firm for the 2026 fiscal year. The ratification passed with 93,489,963 votes for, 152,411 votes against, and 242,361 abstentions, showing broad support for retaining the current auditor.

Were all Cboe (CBOE) director nominees elected at the 2026 meeting?

All Cboe director nominees listed in the proxy materials were elected at the 2026 Annual Meeting. Each nominee received tens of millions of votes in favor, with smaller numbers against or abstaining, and additional broker non-votes recorded, resulting in a fully elected Board of Directors.

What are broker non-votes in the Cboe (CBOE) 2026 voting results?

Broker non-votes refer to shares held in street name where brokers did not receive specific voting instructions for certain proposals. For Cboe’s 2026 meeting, several items, including director elections and the say-on-pay proposal, show 8,397,063 broker non-votes in the reported voting results.

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