CBIZ (CBZ) Proxy filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger where each outstanding share will be converted into the right to receive $55.00 in cash, with the company becoming a wholly owned subsidiary of Viking ParentCo, Inc., an affiliate of Grant Thornton Advisors LLC.

• The board unanimously approved the merger agreement, determined it is fair and in the best interests of shareholders, and recommends voting in favor of the merger and related proposals.

• The merger is expected to close in the fourth quarter of 2026, subject to regulatory approvals and satisfaction of closing conditions.

• If the merger is not completed, the company will remain public and shares will continue to trade on the NYSE.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) adoption of the merger agreement, (2) a non-binding advisory vote on merger-related executive compensation, and (3) adjournment of the meeting if necessary.

• Approval of the merger requires a majority of outstanding shares; abstentions and failures to vote count as votes against.

• Shareholders who dissent may exercise appraisal rights under Delaware law.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, engaged Goldman Sachs as financial advisor, and negotiated with multiple parties before reaching the final agreement.

• The board considered the certainty of cash value, premium to trading price, and the outcome of a go-shop period allowing for alternative proposals.

• The board’s recommendation is based on a comprehensive evaluation of financial, strategic, and industry factors.