🧾 What This Document Is

This is Cboe Global Markets' 2026 Proxy Statement (Form DEF 14A). It's a formal notice and information packet sent to shareholders ahead of the company's annual meeting. Its job is to explain what will be voted on, provide details on the people running the company, and disclose executive pay. Think of it as the agenda and background reading for Cboe's big yearly shareholder meeting.

👉 Key Takeaway: Shareholders will vote on electing directors, approving executive pay, hiring the auditor, and one shareholder proposal.

The Meeting Details:

• Date: Thursday, May 14, 2026, at 8:00 a.m. Central Time.
• Format: Completely virtual. There is no physical location. Shareholders can attend, vote, and ask questions online at www.virtualshareholdermeeting.com/CBOE2026.
• Who Can Vote: Shareholders as of the close of business on March 19, 2026.

🏢 What The Company Does

In simple terms, Cboe Global Markets is one of the world's largest exchange holding companies. It runs marketplaces where people and institutions trade options, futures, equities, and foreign exchange. You might know it for its famous VIX® volatility index or its options exchanges.

👉 Key Takeaway: Cboe operates the "toll roads" of financial markets, earning fees every time traders use its platforms.

The filing mentions a significant strategic review in 2025 led by new CEO Craig Donohue. This led to winding down some businesses (like its Japanese equities platform) and initiating sales for others (Cboe Australia and Canada) to focus on core strengths.

🚀 Key Governance & Board Changes

The board and leadership are central topics in this filing.

• New CEO: Craig S. Donohue became CEO and President in 2025. He's the former CEO of CME Group and the Options Clearing Corporation.
• Board Chairman: William M. Farrow, III is the independent, non-executive Chairman.
• Board Size: The board currently has 13 directors but plans to decrease it to 12.
• Director Elections: All 12 nominees are standing for election. The board highlights their diverse skills in strategy, financial markets, regulation, and technology. Notably, 5 nominees are women and 4 are racially or ethnically diverse.

💰 Executive Compensation ("Say-on-Pay")

A major item for shareholder vote is the advisory approval of executive compensation.

• The Pitch: The compensation program aims to attract talent and align pay with shareholder success. A high portion is performance-based.
• 2025 Highlights for the CEO: Craig Donohue's total compensation for 2025 was $18,110,363. This included a $1,000,000 salary, a $4,687,500 cash bonus, and a massive $11,500,000 in stock awards. A special $3,000,000 "sign-on" stock award was also granted to him.
• Performance Goals: Bonuses are tied to achieving financial targets like Adjusted Net Revenue and Adjusted Diluted EPS, as well as relative stock price performance compared to a peer group.

👍 Strengths: Pay is heavily tied to performance metrics and stock price, directly linking executive success to shareholder returns.

⚠️ Risks: High sign-on awards and large grants could be seen as excessive, which is why the "say-on-pay" vote exists for shareholders to voice their opinion.

👥 Board & Governance Structure

Cboe emphasizes its strong, independent governance.

• Independent Leadership: The board is led by an independent Chairman, and key committees (Audit, Compensation, Nominating) are composed entirely of independent directors.
• Key Committees & Their Jobs:
  • Audit Committee: Oversees financial reporting and the auditor (KPMG).
  • Compensation and Human Capital Committee: Sets executive pay and oversees talent/culture.
  • Risk Committee: Manages enterprise risks, including cybersecurity and AI.
  • Nominating and Governance Committee: Recommends directors and oversees governance policies.
• Shareholder Engagement: The company actively engages with investors, reaching holders of about 47% of its stock in 2025 to discuss governance, strategy, and compensation.

📦 Stockholder Proposal

One shareholder proposal will be voted on.

• Proposal: Shareholder Right to Act by Written Consent.
• What it Means: This would allow shareholders holding a majority of shares to make decisions by signing a document (a "written consent") without having to call a formal meeting. It's a way to potentially act more quickly.
• Board's Stance: The board recommends voting AGAINST this proposal. They believe the current governance structure, with annual meetings, provides appropriate shareholder access and oversight. They argue that acting by written consent could disadvantage minority shareholders.

🔮 What's Next: Strategic Direction

The filing signals a company in transition, sharpening its focus.

• Post-Strategic Review: After the 2025 review, Cboe is exiting or selling non-core assets (Japan, Australia, Canada listings) to concentrate on its high-margin derivatives, North American marketplaces, and data/indices businesses.
• Leadership & Culture: With a new CEO and other senior changes (COO, CFO, CTO), the board has made succession planning and knowledge transfer a top priority.
• Key Risks: The board specifically oversees risks from cybersecurity, technology, regulatory changes, and competition. They have a formal "three lines of defense" model for risk management.

🧠 The Analogy

Cboe is like a specialized, high-tech airport for financial bets. Instead of planes, it handles options and futures contracts. The new CEO is renovating terminals (strategic review), the board is the experienced air-traffic control committee ensuring safety and rules (governance), and the executives are the airport managers whose pay (compensation) is tied to how smoothly and profitably the airport runs for its owners (shareholders).

📇 Key Contacts & People

• Craig S. Donohue: Chief Executive Officer and President
• William M. Farrow, III: Chairman of the Board (Non-Executive)
• Patrick Sexton: Corporate Secretary (and EVP, General Counsel)
• For Investor Relations: [email protected] | (312) 786-7559
• For Shareholder Meeting Logistics: Computershare (the proxy agent)

🧩 Final Takeaway

This proxy reveals Cboe Global Markets at a strategic crossroads. With new leadership actively pruning its portfolio, the 2026 meeting is about shareholders endorsing the team (the board), endorsing the pay-for-performance culture, and weighing in on a governance tweak, all while the company executes a significant shift toward its most profitable core businesses.