UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Securities Exchange Act of 1934
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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.
CBOE GLOBAL MARKETS, INC. | ||
(Registrant) | ||
By: | /s/ Patrick Sexton | |
Patrick Sexton | ||
Executive Vice President, General Counsel and Corporate Secretary | ||
Dated: August 5, 2021 | ||