Cboe Global Markets (CBOE) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2026, will be held virtually, allowing shareholders to vote and submit questions online.

• Key proposals include electing 12 directors, a non-binding say-on-pay vote, ratification of KPMG as auditor, and a shareholder proposal on written consent rights.

• Achieved record options volume, launched new products, and completed a strategic realignment to focus on core strengths and growth opportunities.

• Enhanced governance, risk, and compliance frameworks, and expanded retail and technology offerings.

Voting matters and shareholder proposals

• Board recommends voting for all director nominees, executive compensation, and auditor ratification, but against the shareholder proposal on written consent.

• Shareholder proposal seeks to allow action by written consent; Board opposes, citing existing rights to call special meetings and robust governance practices.

• Shareholders can vote online, by phone, mail, or during the virtual meeting; majority voting standards apply to all proposals.

Board of directors and corporate governance

• Board consists of 12 nominees with an average tenure of 9 years; 10 are independent.

• Board leadership is separated, with an independent Non-Executive Chairman.

• Committees include Audit, Compensation and Human Capital, Finance and Strategy, Nominating and Governance, Executive, and Risk.

• Annual board and committee self-evaluations, robust director onboarding, and ongoing education are emphasized.

• Stockholder engagement is ongoing, with feedback influencing governance and disclosure enhancements.