CBIZ stockholders approve Viking merger agreement

Approval required support from holders of a majority of outstanding shares entitled to vote on the merger agreement proposal.

Rhea-AI Filing Summary

CBIZ, Inc. stockholders approved the merger agreement at the October 27, 2026 special meeting, with 39,198,360 votes for, 1,180,759 against and 60,250 abstentions. The agreement provides for Viking MergerCo, Inc., a direct wholly owned subsidiary of Viking ParentCo, Inc., to merge into CBIZ; CBIZ would survive as a wholly owned subsidiary of Viking ParentCo. Holders of 40,439,369 shares were present or represented, equal to 73.6% of shares outstanding and entitled to vote as of September 16, 2026.

Stockholders also approved, on a non-binding advisory basis, transaction-related compensation for named executive officers, with 37,188,161 votes for, 3,130,664 against and 120,544 abstentions. The adjournment proposal was not presented because there were sufficient votes on the merger proposal. CBIZ expects the transactions to close on or about November 2, 2026, in accordance with and subject to the merger agreement.

8-K Event Classification

2 items: 5.07, 7.01

2 items

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.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

Shares present or represented: 40,439,369 shares Represented shares: 73.6% Merger agreement votes for: 39,198,360 votes +5 more

8 metrics

Shares present or represented 40,439,369 shares CBIZ special meeting on October 27, 2026

Represented shares 73.6% Shares outstanding and entitled to vote as of September 16, 2026

Merger agreement votes for 39,198,360 votes Special meeting vote

Merger agreement votes against 1,180,759 votes Special meeting vote

Merger agreement abstentions 60,250 votes Special meeting vote

Merger-related compensation votes for 37,188,161 votes Non-binding advisory vote

Merger-related compensation votes against 3,130,664 votes Non-binding advisory vote

Merger-related compensation abstentions 120,544 votes Non-binding advisory vote

Key Terms

record date, non-binding advisory vote, wholly owned subsidiary

3 terms

record date technical

"September 16, 2026, the Special Meeting record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

non-binding advisory vote financial

"approve, by a non-binding advisory vote, the compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

wholly owned subsidiary technical

"the Company surviving the Merger as a wholly owned subsidiary of Parent"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Did CBZ stockholders approve the merger agreement?

Yes. At the October 27, 2026 special meeting, stockholders approved the merger agreement with 39,198,360 votes for, 1,180,759 against and 60,250 abstentions. The proposal received support from holders of a majority of outstanding shares entitled to vote.

When does CBIZ expect the merger to close?

CBIZ expects the transactions to close on or about November 2, 2026, in accordance with and subject to the terms of the merger agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/27/2026 - 05:20 PM EDT Accepted by SEC EDGAR 10/27/2026 - 05:20 PM EDT Learn about SEC filing dates

false 0000944148 0000944148 2026-10-27 2026-10-27

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): October 27, 2026

CBIZ, Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-32961		22-2769024
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

5959 Rockside Woods Blvd. N., Suite 600
Independence, Ohio		44131
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (216) 447-9000

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐ 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))

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		CBZ		New York Stock Exchange

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. ☐

Terms used but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 18, 2026 (the “Proxy Statement”), by CBIZ, Inc. (the “Company”, “we”, “us” or “our”), and such definitions are incorporated herein by reference. 

Item 5.07 Submission of Matters to a Vote of Stockholders

On October 27, 2026, the Company held a virtual special meeting of stockholders (the “Special Meeting”), at which the holders of 40,439,369 shares of Company common stock, par value $0.01 per share (the “Shares” and each, a “Share”), representing 73.6% of the Shares outstanding and entitled to vote at the Special Meeting as of September 16, 2026, the Special Meeting record date (the “Record Date”), were present at the Special Meeting via the virtual meeting website or represented by proxy. A summary of the final voting results for the following proposals, each of which is described in detail in the Proxy Statement, which was first mailed to the Company’s stockholders on or about September 18, 2026, is set forth below:

Proposal 1: Merger Agreement Proposal

As previously announced, on July 28, 2026, the Company entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, Viking ParentCo, Inc., a Delaware corporation (“Parent”), and Viking MergerCo, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

At the Special Meeting, the proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”) was approved, having received “for” votes from holders of a majority of the outstanding Shares entitled to vote on the Merger Agreement Proposal. The final votes on the Merger Agreement Proposal were as follows:

FOR		AGAINST		ABSTENTIONS
39,198,360		1,180,759		60,250

Proposal 2: Merger-Related Compensation Proposal

At the Special Meeting, the Company’s stockholders voted upon and approved the proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Transactions, including the Merger (the “Merger-Related Compensation Proposal”). The Merger-Related Compensation Proposal was approved, having received “for” votes from holders of a majority of the Shares present in person or represented by proxy at the Special Meeting and entitled to vote on the matter. The final votes on the Merger-Related Compensation Proposal were as follows:

FOR		AGAINST		ABSTENTIONS
37,188,161		3,130,664		120,544

Proposal 3: Adjournment Proposal

Because there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, adjournment of the Special Meeting was not necessary or appropriate. Accordingly, Proposal 3 was rendered moot and was not presented at the Special Meeting.

Item 7.01 Regulation FD Disclosure

The Company expects to close the Transactions on or about November 2, 2026, in accordance with, and subject to the terms of, the Merger Agreement.

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.

October 27, 2026		CBIZ, INC.
		By:		/s/ Jaileah X. Huddleston
				Name:		Jaileah X. Huddleston
				Title:		Senior Vice President, Chief Legal Officer, and Corporate Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB