UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2015
CBOE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-34774 | 20-5446972 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
400 South LaSalle Street
Chicago, Illinois 60605
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (312) 786-5600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (16 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (16 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (16 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (16 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2015, CBOE Holdings, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”).
Proposal One
At the Annual Meeting, the persons whose names are set forth below were elected as directors, constituting the entire Board of Directors of the Company. Relevant voting information for each person follows:
| Director Nominee | Votes For | Against | Abstain | Broker Non-votes | |||||
| William J. Brodsky | 58,685,011 | 938,524 | 44,317 | 15,725,972 | |||||
| James R. Boris | 58,853,780 | 416,593 | 397,479 | 15,725,972 | |||||
| Frank E. English, Jr. | 59,116,821 | 312,758 | 238,273 | 15,725,972 | |||||
| Edward J. Fitzpatrick | 58,988,022 | 335,297 | 344,533 | 15,725,972 | |||||
| Janet P. Froetscher | 58,866,793 | 475,739 | 325,320 | 15,725,972 | |||||
| Jill R. Goodman | 58,947,088 | 379,711 | 341,053 | 15,725,972 | |||||
| R. Eden Martin | 58,469,705 | 801,926 | 396,221 | 15,725,972 | |||||
| Roderick A. Palmore | 58,754,147 | 515,860 | 397,845 | 15,725,972 | |||||
| Susan M. Phillips | 58,743,435 | 506,132 | 418,285 | 15,725,972 | |||||
| Samuel K. Skinner | 57,471,310 | 1,817,521 | 379,021 | 15,725,972 | |||||
| Carole E. Stone | 58,763,388 | 563,476 | 340,988 | 15,725,972 | |||||
| Eugene Sunshine | 58,659,712 | 666,432 | 341,708 | 15,725,972 | |||||
| Edward T. Tilly | 59,051,088 | 486,788 | 129,976 | 15,725,972 | |||||
Proposal Two
The proposal for approval, in a non-binding resolution, of the compensation paid to the Company's named executive officers was approved by a vote of 56,351,499 shares voting for the proposal, 2,941,180 shares voting against the proposal, 375,173 shares abstaining from the vote on the proposal and 15,725,972 broker non-votes.
Proposal Three
The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2015 was ratified by a vote of 74,638,315 shares voting for the proposal, 558,798 shares voting against the proposal and 196,711 shares abstaining from the proposal.
Proposal Four
The proposal for an amendment to the Company's current Amended and Restated Certificate of Incorporation (the "Current Certificate") to remove the size range for the Board of Directors of not less than 11 and not more than 23 directors was not approved. It received a vote of 10,367,327 shares voting for the proposal, 49,103,473 shares voting against the proposal, 197,052 shares abstaining from the vote on the proposal and 15,725,972 broker non-votes.
Proposal Five
The proposal for an amendment and restatement of our Current Certificate to make certain non-substantive changes to the Current Certificate was approved by a vote of 59,114,861 shares voting for the proposal, 401,025 shares voting against the proposal, 151,966 shares abstaining from the vote on the proposal and 15,725,972 broker non-votes.
There were no other matters presented for a vote at the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| CBOE HOLDINGS, INC. | ||
| (Registrant) | ||
| By: | /s/ Joanne Moffic-Silver | |
| Joanne Moffic-Silver | ||
| Executive Vice President, General Counsel and Corporate Secretary | ||
| Dated: May 27, 2015 | ||