CBIZ, Inc. filings document the regulatory record for a NYSE-listed professional services advisor serving middle-market businesses. Recent Form 8-K reports furnish quarterly and annual operating results, financial condition updates, earnings outlook commentary, share repurchase authorizations, officer changes, and amendments to the company's bylaws.
CBIZ proxy materials describe corporate governance matters, director election standards, stockholder meeting procedures, advance notice provisions, universal proxy rules, and shareholder voting items. The filing record also identifies the company's common stock and related capital-structure disclosures, including repurchase mechanics and financing sources tied to operating cash flow and credit facilities.
CBIZ, Inc. discovered it issued up to 481,049 ESPP shares beyond amounts authorized and registered, and plans a voluntary rescission offer to affected participants. If fully accepted, payments could reach about $20.2 million including interest, though management expects no material impact on overall financial condition or liquidity.
The company identified two material weaknesses in internal control over financial reporting, tied to ESPP share monitoring and goodwill reassignment among reporting units. As a result, management concluded controls were ineffective as of December 31, 2025, and prior management and KPMG opinions on internal control can no longer be relied on, although KPMG’s opinion on the financial statements remains in place.
CBIZ outlines remediation steps and determined only immaterial revisions are needed, primarily to the quarter ended March 31, 2026. Corporate general and administrative expense increased by $11,943, net income decreased by $8,825 and basic and diluted EPS fell from $2.63 to $2.49, with modest balance sheet reclassifications.
CBIZ, Inc. agreed to be acquired by Viking ParentCo, an affiliate of Grant Thornton Advisors backed by New Mountain Capital, in an all-cash merger valuing CBIZ at an enterprise value of $5 billion. Each outstanding CBIZ share will be converted into the right to receive $55.00 in cash, representing a premium of approximately 54% to the company’s 30-day volume-weighted average share price.
The board unanimously approved the merger agreement, plans to recommend that shareholders adopt it, and secured $5.2 billion of committed financing for Parent. Closing is expected in the fourth quarter of 2026, subject to shareholder approval, antitrust clearance under the Hart-Scott-Rodino Act, absence of a Company Material Adverse Effect, and other customary conditions. CBIZ may actively solicit alternative proposals during a go-shop period ending at 11:59 p.m. Eastern Time on August 27, 2026, after which customary no-shop restrictions apply.
The agreement includes a $107,500,000 company termination fee (reduced to $49,600,000 in certain go-shop or Excluded Party scenarios) and a $198,400,000 parent termination fee, supported by a limited guarantee from Grant Thornton Advisors LLC. In connection with the transaction, CBIZ adopted a Change in Control Severance Plan and approved transaction and retention bonuses, including $1,302,000, $812,000 and $486,000 for three named executive officers.
CBIZ, Inc. director Kathy A. Raffa reported an equity compensation grant of 6,051 shares of Common Stock on May 15, 2026. The shares were awarded at no cash cost as a grant/award acquisition, bringing her direct holdings to 8,412 shares after the transaction.
According to the footnote, this is an annual non-employee director compensation grant in the form of restricted stock, which vests in two stages: 50% in each of the two years following the award date.
CBIZ, Inc. director Rodney A. Young received a grant of 6,051 shares of Common Stock as equity compensation. The award is structured as restricted stock that vests 50% in each of the two years following the grant date, rather than an open-market purchase.
After this grant, Young directly holds 15,361 shares of CBIZ common stock. The filing characterizes the transaction as a grant, award, or other acquisition with no cash price per share reported, reflecting standard non-employee director compensation.
SLOTKIN TODD J reported acquisition or exercise transactions in this Form 4 filing.
CBIZ, Inc. director Todd J. Slotkin received a grant of 6,051 shares of Common Stock as restricted stock, reported at a price of $0.00 per share. According to the award terms, the restricted stock vests 50% in each of the two years following the grant date, and Slotkin now holds 57,229 shares directly.
SHERMAN A HAAG reported acquisition or exercise transactions in this Form 4 filing.
CBIZ, Inc. director Sherman A. Haag reported an equity compensation award of company stock. He received a grant of 6,051 shares of restricted common stock at no cash cost as an annual non-employee director compensation grant. The restricted stock will vest 50% in each of the two years following the award date. After this grant, Haag directly holds 20,125 shares of CBIZ common stock.
MARABITO RICHARD T reported acquisition or exercise transactions in this Form 4 filing.
CBIZ, Inc. reported that director Richard T. Marabito received a grant of 6,051 shares of common stock as part of annual non-employee director compensation. The award is structured as restricted stock that vests 50% in each of the two years following the grant date.
After this equity award, Marabito directly holds 18,887 shares of CBIZ common stock. Because this is a compensation-related grant at no cash cost to the insider, it reflects routine equity-based director compensation rather than an open-market purchase or sale.
France Gina D reported acquisition or exercise transactions in this Form 4 filing.
CBIZ, Inc. director Gina D. France received a grant of 6,051 shares of Common Stock as part of annual non-employee director compensation. The award is in the form of restricted stock that vests 50% in each of the two years following the grant date. After this grant, she directly holds 76,086 shares.
CBIZ, Inc. director Rick L. Burdick reported an equity award in the form of restricted common stock. He acquired 6,051 shares of common stock at $0.00 per share as an annual non-employee director compensation grant.
According to the footnote, this restricted stock vests 50% in each of the two years following the award date. After this grant, Burdick holds 8,412 shares directly and 179,454 shares indirectly through a limited partnership.
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.