CBIZ (CBZ) Proxy filing summary

Executive summary

• Entered into a definitive agreement to be acquired by Grant Thornton Advisors at $55 per share, a 54% premium over the 30-day trailing average.

• Transaction includes a go-shop clause allowing the board 30 days to seek higher offers.

• Benefits & Insurance group to be carved out as a standalone entity backed by New Mountain Capital, maintaining referral relationships.

• Combined entity will become the 5th largest accounting, tax, and professional services provider in the U.S.

• Anticipated closing by year-end, with ongoing transparency and communication promised to employees.

Voting matters and shareholder proposals

• Shareholder approval is required for the proposed acquisition.

• Proxy materials, including a proxy statement on Schedule 14A, will be filed and made available to shareholders.

Board of directors and corporate governance

• Board considered the unsolicited offer and determined it was in the best interest of shareholders and the company.

• Directors and executive officers may participate in the proxy solicitation and their interests are disclosed in the 2026 Annual Proxy.