CBOE GLOBAL MARKETS INC (CBOE)
Sector: Financials
2026 Annual Meeting Analysis
CBOE GLOBAL MARKETS INC · Meeting: May 14, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 12 Directors to the Board of Directors
Long-tenured independent Chairman with relevant financial services and technology experience; CBOE's 3-year price return of 125.3% outperforms the ^GSPC (S&P 500) benchmark by +65.7 percentage points, which does not exceed the 65pp trigger threshold for strong-positive TSR, so no TSR concern applies; serves on one other public company board (WEC Energy Group), well within the four-board limit.
Appointed CEO in May 2025, giving him less than 24 months of director tenure and making him exempt from the TSR trigger; brings deep financial markets expertise from prior CEO roles at CME Group and OCC, directly relevant to CBOE's business.
Independent director since 2013 with strong CFO background at Genpact and Motorola Solutions; CBOE's 3-year outperformance vs. ^GSPC of +65.7pp does not exceed the 65pp trigger threshold, so no TSR concern applies; no overboarding or other policy flags.
Independent director since December 2020 with extensive legal and regulatory experience at major corporations and the U.S. Department of Homeland Security; CBOE's strong TSR relative to ^GSPC does not trigger any concern; no overboarding or other policy flags.
Long-tenured independent director since 2010 serving as Compensation Committee Chair; CBOE's 3-year outperformance vs. ^GSPC of +65.7pp does not exceed the 65pp trigger threshold; serves on one other public company board (SouthState Corporation), within limits.
Independent director since 2012 with deep M&A advisory expertise; CBOE's strong TSR vs. ^GSPC does not trigger the underperformance threshold; serves on Genworth Financial board, within the four-board limit.
Joined the board in 2024, giving her less than 24 months of tenure and making her exempt from the TSR trigger; brings strong compliance and regulatory expertise from senior roles at Barclays and Goldman Sachs.
Joined the board in 2024, giving her less than 24 months of tenure and making her exempt from the TSR trigger; brings technology and product leadership experience from Equifax and Oracle relevant to CBOE's data and technology strategy.
Independent director since August 2020 with strong CFO background in asset management; CBOE's 3-year TSR outperformance vs. ^GSPC of +65.7pp does not exceed the 65pp trigger; serves on Cushman & Wakefield board, within limits.
Long-tenured independent director since 2010 with extensive legal and risk management expertise; CBOE's strong TSR performance vs. ^GSPC does not trigger any underperformance concern; no overboarding or other policy flags identified.
Independent director since 2018 serving as Audit Committee Chair; former CFO of CME Group gives him deep industry-relevant financial expertise; CBOE's 3-year TSR outperformance vs. ^GSPC does not exceed the 65pp trigger threshold.
Former CEO who stepped down in May 2025 and continues as an independent director; CBOE's 3-year price return of 125.3% outperforms ^GSPC by +65.7pp, which does not exceed the 65pp trigger threshold for strong-positive TSR; serves on one other public company board (Willis Towers Watson), within the four-board limit.
All 12 director nominees pass every policy screen: CBOE's 3-year price return of 125.3% outperforms the ^GSPC (S&P 500) by +65.7 percentage points, which just meets but does not exceed the 65-percentage-point trigger threshold applicable to companies with strong-positive absolute TSR, so no TSR-based against votes are triggered. Directors who joined in 2024 (Mansfield, Mao) and in May 2025 (Donohue) are exempt from the TSR trigger under the 24-month new-director rule. No director is overboarded, no attendance failures are disclosed, no non-independent directors sit on audit or compensation committees, and no familial relationships to senior management are identified.
Say on Pay
✓ FORCEO
Craig S. Donohue
Total Comp
$18,347,037
Prior Support
93.5%%
CBOE's pay program is well-structured: the majority of compensation is performance-based (annual bonuses tied to net revenue and adjusted EBITDA, plus long-term equity awards split between time-based restricted stock units and performance stock awards tied to 3-year relative TSR versus the S&P 500 and 3-year cumulative earnings per share), and payouts at maximum require genuine outperformance. The 2023–2025 performance stock awards paid out at 200% of target because CBOE achieved TSR at the 86th percentile of the S&P 500 and cumulative adjusted EPS of $27.08, both reflecting genuine shareholder value creation consistent with the stock's strong 3-year return. The prior year say-on-pay vote received 93.5% support, well above the 70% threshold, and the program includes a meaningful clawback policy, stock ownership requirements, and no tax gross-ups, all consistent with best practices.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$4,936,961
Non-Audit Fees
$981,350
Non-audit fees (audit-related fees of $904,646 plus tax fees of $76,704 plus all other fees of $0, totaling $981,350) represent approximately 20% of core audit fees of $4,936,961, well below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the filing, so the tenure trigger cannot fire and the vote defaults to FOR on that dimension. KPMG is a Big 4 firm fully adequate for a $30 billion market cap exchange operator like CBOE.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder Proposal — Shareholder Right to Act by Written Consent
The right to act by written consent is a mainstream governance improvement that allows shareholders to take action between annual meetings without waiting for the board to call a special meeting, giving shareholders a meaningful check on the board. CBOE already permits shareholders to call special meetings, which is a partial substitute, but written consent provides an additional and complementary shareholder right that is broadly considered a pro-shareholder governance feature — not a political or ideological ask. The filer appears to be an individual governance activist (consistent with the John Chevedden-style written consent proposals common at U.S. companies), and absent evidence of ideological motivation, the proposal should be evaluated on its governance merits, which favor shareholder access and accountability.
Overall Assessment
The 2026 CBOE annual meeting ballot is straightforward: all 12 director nominees pass policy screens given CBOE's exceptional 3-year total shareholder return of approximately 125% that outperforms the ^GSPC (S&P 500) benchmark and keeps the company below the underperformance trigger, the auditor ratification is clean with a low non-audit fee ratio, and the say-on-pay program is well-designed with genuine performance linkage that supported maximum payouts based on real outperformance. The only contested item is the stockholder proposal on written consent rights, which this analysis supports as a legitimate governance improvement that would increase shareholder accountability tools.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing