DEF 14A: Cboe Global Markets Announces 2024 Annual Meeting and Proxy Statement

Cboe Global Markets invites stockholders to its virtual 2024 Annual Meeting on May 16, 2024, to vote on director elections, executive compensation, auditor ratification, and special meeting proposals.

Summary

• Cboe Global Markets, Inc. will hold its 2024 Annual Meeting of Stockholders on May 16, 2024, as a virtual meeting.
• Stockholders will vote on electing 12 directors, approving executive compensation, ratifying the appointment of KPMG LLP as the independent auditor, and advisory votes on special meeting proposals.
• The board recommends voting for the election of directors, the approval of executive compensation, the ratification of KPMG, and the management proposal for special meetings at a 25% ownership threshold.
• The board recommends voting against the stockholder proposal for special meetings at a 10% ownership threshold.
• The proxy statement includes details on corporate governance, executive compensation, audit matters, and related party transactions.
• The record date for determining stockholders eligible to vote is March 21, 2024.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral to slightly positive tone due to the company's reported achievements and commitment to corporate governance.

Positives

• The company achieved record options volume activity levels.
• The company launched new products and added new indices.
• The company grew Cboe Bids internationally, with launches in Australia and Japan.
• The company expanded Cboe Europe Derivatives with launch of pan-European single stock options.
• The company launched Cboe Global Listings.
• The company completed technology migrations of Cboe Australia and Japan.
• The company awarded 7 full-ride college scholarships through Cboe Empowers, a community engagement program.
• The company successfully navigated executive leadership transitions.
• The company is committed to good corporate governance, which promotes the long-term interests of stockholders.
• The company has a robust annual board and committees self-evaluation process.
• The company has anti-hedging, anti-pledging, and clawback policies for executive officers.
• The company has a proxy access bylaw provision for director nominations.

Risks

• The proxy statement contains forward-looking statements that are subject to risks and uncertainties.
• The company operates in a very competitive and rapidly changing environment.
• New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties.

Future Outlook

The company's strategy is to build one of the world's largest global derivatives and securities networks to create value and drive growth by innovating, integrating, and growing by accessing untapped addressable markets.

Industry Context

The announcement reflects standard corporate governance procedures for publicly traded companies, including the solicitation of proxies and the holding of annual meetings.

Comparison to Industry Standards

• The proxy statement includes a peer group of 22 companies used for executive compensation benchmarking, including Akamai Technologies, CME Group, Equifax, Intercontinental Exchange, London Stock Exchange Group, Nasdaq, and Virtu Financial.
• The company's corporate governance practices, such as having an independent chairman and independent committees, align with industry best practices.
• The company's executive compensation program, including the use of performance-based incentives and stock ownership guidelines, is consistent with industry standards.

Management Changes

Corporate Governance

Related Party Transactions

• Phil Ratterman, the brother of former director Joe Ratterman, was paid approximately $120,000 in fees for software development services as an independent contractor from January 1, 2023 to September 30, 2023, and $62,000 in salary as an employee from October 2, 2023 to December 31, 2023.
• The company has a license agreement with S&P Dow Jones Indices LLC, where former CEO Alexander J. Matturri, Jr. was employed.

Stakeholder Impact

• Stockholders are invited to participate in the Annual Meeting and vote on key proposals.
• Employees are impacted by the company's compensation policies and benefit plans.
• Customers benefit from the company's efforts to innovate and improve its products and services.
• The company's commitment to ESG considerations impacts the community and environment.

Next Steps

• Stockholders will vote on the proposals at the Annual Meeting on May 16, 2024.
• The board intends to amend the bylaws if the management proposal regarding special meetings is approved.
• The company will file the amended bylaws with the SEC for approval.

Key Dates

Keywords

proxy statement, annual meeting, Cboe Global Markets, directors, executive compensation, KPMG, stockholders, corporate governance, special meeting, voting