Form 8-k 5-22-15


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