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): August 3, 2021
Cboe Global Markets, 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 and Zip Code 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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
| Trading Symbol |
| Name of each exchange on which registered: |
Common Stock, par value of $0.01 per share | | CBOE | | CboeBZX |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 3, 2021, the Seventh Amended and Restated Bylaws (the “Bylaws”) of Cboe Global Markets, Inc. (the “Company”) became effective, following approval by the Company’s board of directors and filing with the United States Securities and Exchange Commission. The Bylaws were amended and restated to implement proxy access in response to stockholder feedback.
The amendment and restatement includes a new Section 2.16 (Proxy Access) that, among other things, permits a stockholder, or a group of up to twenty (20) stockholders, owning at least three percent (3%) of the Company’s outstanding shares of common stock continuously for at least three (3) years to nominate and include in the Company’s annual meeting proxy materials director nominees constituting up to the greater of two (2) individuals and twenty percent (20%) of the total number of directors then in office, provided the stockholder(s) and nominee(s) satisfy the procedural and disclosure requirements specified in the Bylaws.
The amendments also include changes to Sections 2.10 (Action at Meeting) and 2.11 (Notice of Business and Nomination of Directors at Meetings of Stockholders) of the Bylaws to account for proxy access.
The foregoing summary is qualified in its entirety by the full text of the Bylaws, as amended and restated, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
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.
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| CBOE GLOBAL MARKETS, INC. | |
| (Registrant) | |
| | |
| By: | /s/ Patrick Sexton |
| | Patrick Sexton |
| | Executive Vice President, General Counsel and Corporate Secretary |
| | |
| | Dated: August 5, 2021 |