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 17, 2011

 


 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

At the 2011 Annual Meeting of Stockholders (the “Annual Meeting”) of CBOE Holdings, Inc. (the “Company”), held on May 17, 2011, the Company’s stockholders approved the Amended and Restated CBOE Holdings, Inc. Long-Term Incentive Plan (the “Plan”), which is described under Proposal Four in the Company’s Proxy Statement, filed with the Securities and Exchange Commission on April 5, 2011 (the “Proxy Statement”), which description is incorporated herein by reference.

 

The description of the Plan in the Proxy Statement is only a summary and is qualified in its entirety by the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.07        Submission of Matters to a Vote of Security Holders.

 

On May 17, 2011, the Company held its Annual Meeting. The final results of voting for each matter submitted to a vote of stockholders at the meeting are set forth below.

 

Proposal One

 

At the Annual Meeting, the persons whose names were included in the Proxy Statement and are set forth below were elected as directors, constituting the entire Board of Directors of the Company (the “Board”). Relevant voting information for each person follows:

 

Director Nominee

 

Votes For

 

Withheld

 

Broker Non-
votes

 

William J. Brodsky

 

40,244,146

 

7,154,807

 

11,360,527

 

James R. Boris

 

41,144,036

 

6,254,917

 

11,360,527

 

Mark F. Duffy

 

40,215,239

 

7,183,714

 

11,360,527

 

David A. Fisher

 

41,075,902

 

6,323,051

 

11,360,527

 

Janet P. Froetscher

 

40,925,209

 

6,473,744

 

11,360,527

 

Paul Kepes

 

41,185,807

 

6,213,146

 

11,360,527

 

Stuart J. Kipnes

 

40,878,690

 

6,520,263

 

11,360,527

 

Duane R. Kullberg

 

40,949,295

 

6,449,658

 

11,360,527

 

Benjamin R. Londergan

 

40,752,006

 

6,646,947

 

11,360,527

 

R. Eden Martin

 

41,157,432

 

6,241,521

 

11,360,527

 

Roderick A. Palmore

 

41,127,861

 

6,271,092

 

11,360,527

 

Susan M. Phillips

 

31,103,706

 

16,295,247

 

11,360,527

 

William R. Power

 

40,735,654

 

6,663,299

 

11,360,527

 

Samuel K. Skinner

 

40,164,250

 

7,234,703

 

11,360,527

 

Carole E. Stone

 

41,134,178

 

6,264,775

 

11,360,527

 

Eugene Sunshine

 

41,143,031

 

6,255,922

 

11,360,527

 

 

2



 

In addition to the nominees elected at the Annual Meeting, Richard Lund, a stockholder nominee, received 1,748,832 votes for, and no withheld or broker non-votes.

 

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 40,970,397 shares voting for the proposal, 4,515,553 shares voting against the proposal, 1,913,003 shares abstaining from the vote on the proposal and 11,360,527 broker-non votes.

 

Proposal Three

 

The non-binding proposal with respect to how frequently the non-binding stockholder vote to approve the compensation of the Company’s named executive officers should occur received the following votes: 21,631,109 shares voted for every one year, 22,427,598 shares voted for every two years, 1,273,306 shares for every three years, 2,066,940 shares abstaining from the vote on the proposal and 11,360,527 broker non-votes.

 

The Board is evaluating these results and expects to determine the frequency of future advisory votes on executive compensation later this year.

 

Proposal Four

 

The proposal for approval of the Amended and Restated CBOE Holdings, Inc. Long-Term Incentive Plan was approved by a vote of 37,674,202 shares voting for the proposal, 7,062,556 shares voting against the proposal, 2,662,195 shares abstaining from the vote on the proposal and 11,360,527 broker-non votes.

 

Proposal Five

 

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2011 was ratified by a vote of 55,870,779 shares voting for the proposal, 892,866 shares voting against the proposal and 1,995,835 shares abstaining from the proposal.

 

There were no other matters presented for a vote at the Annual Meeting.

 

3



 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

 

Description

 

 

 

10.1

 

Amended and Restated CBOE Holdings, Inc. Long-Term Incentive Plan.

99.1

 

Press Release, dated May 18, 2011.

 

4



 

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 18, 2011

 

5



 

Exhibit Index

 

Exhibit
Number

 

Description

 

 

 

10.1

 

Amended and Restated CBOE Holdings, Inc. Long-Term Incentive Plan.

99.1

 

Press Release, dated May 18, 2011.

 

6