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CBIZ (NYSE: CBZ) investors back directors, KPMG and executive pay

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8-K

Rhea-AI Filing Summary

CBIZ, Inc. reported the results of its annual meeting of stockholders held on May 14, 2026. Stockholders elected Richard T. Marabito and Rodney A. Young as directors, each receiving over 38 million votes in favor. They also ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with 45,982,194 votes for. On an advisory basis, stockholders approved the compensation of the Named Executive Officers, with 39,871,104 votes for and 1,406,070 against.

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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.
Meeting date May 14, 2026 Annual meeting of stockholders
Votes for Marabito 38,239,045 votes Director election of Richard T. Marabito
Votes for Young 38,477,074 votes Director election of Rodney A. Young
Auditor ratification for votes 45,982,194 votes Ratification of KPMG LLP for year ending December 31, 2026
Say-on-pay for votes 39,871,104 votes Advisory approval of Named Executive Officer compensation
Say-on-pay against votes 1,406,070 votes Advisory approval of Named Executive Officer compensation
broker non votes financial
"Broker Non Votes | 5,909,457"
independent registered public accounting firm regulatory
"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.
advisory basis regulatory
"approved, on an advisory basis, the compensation of the Company’s Named Executive Officers"
Named Executive Officers financial
"compensation of the Company’s Named Executive Officers as disclosed in the 2026 proxy statement"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
false000094414800009441482026-05-142026-05-14
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
May 14, 2026
Date of Report (Date of earliest event reported)
CBIZ, Inc.
(Exact name of registrant as specified in its charter)
Delaware1-3296122-2769024
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
5959 Rockside Woods Blvd. N., Suite 600
Independence, Ohio 44131
(Address of principal executive offices, including zip code)
216-447-9000
(Registrant's telephone number, including area code)
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange
On which registered
Common Stock per value $0.01 per shareCBZNew 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☐    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 annual meeting of stockholders of CBIZ, Inc. (the "Company") was held on May 14, 2026. The following matters were voted on at the annual meeting:
1.The stockholders elected the following nominees as directors. The results of the vote taken were as follows:
DirectorsForAgainstAbstainBroker Non Votes
Richard T. Marabito38,239,045 3,032,215 29,733 5,909,457 
Rodney A. Young38,477,074 2,653,266 170,653 5,909,457 
2.The stockholders ratified the selection of KPMG LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The results of the vote taken were as follows:
For45,982,194 
Against1,129,651 
Abstain98,605 
3.The stockholders approved, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the 2026 proxy statement. The results of the vote taken were as follows:
For39,871,104 
Against1,406,070 
Abstain23,819 
Broker Non Votes5,909,457 





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.

Dated: May 15, 2026

CBIZ, Inc.

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


Source: View Original Filing on SEC EDGAR

FAQ

What did CBIZ (CBZ) stockholders vote on at the May 14, 2026 annual meeting?

CBIZ stockholders voted on director elections, ratification of KPMG LLP as independent auditor for 2026, and an advisory approval of Named Executive Officer compensation. All three proposals received strong stockholder support based on the reported vote totals.

Were CBIZ (CBZ) director nominees elected at the 2026 annual meeting?

Yes. Richard T. Marabito received 38,239,045 votes for and Rodney A. Young received 38,477,074 votes for. Both directors were elected, with relatively low votes against and modest broker non-votes reported for each director election item.

Did CBIZ (CBZ) stockholders ratify KPMG as the 2026 independent auditor?

Yes. Stockholders ratified KPMG LLP as CBIZ’s independent registered public accounting firm for the year ending December 31, 2026, with 45,982,194 votes for, 1,129,651 votes against, and 98,605 abstentions according to the reported voting results.

How did CBIZ (CBZ) stockholders vote on executive compensation in 2026?

On an advisory basis, stockholders approved the compensation of CBIZ’s Named Executive Officers. The vote totals were 39,871,104 for, 1,406,070 against, and 23,819 abstain, with 5,909,457 broker non-votes also reported on the say-on-pay proposal.

What are broker non-votes in the CBIZ (CBZ) 2026 meeting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals. For CBIZ’s 2026 meeting, broker non-votes totaled 5,909,457 on the director elections and the advisory say-on-pay item, reflecting positions where brokers lacked specific voting instructions.

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