Form 8-K - 5-23-13


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 23, 2013

 

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 23, 2013, CBOE Holdings, Inc. (the “Company”) held its 2013 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
 
Withheld
 
Broker Non-votes
William J. Brodsky
 
55,929,056
 
864,957
 
18,539,048
James R. Boris
 
56,346,864
 
447,149
 
18,539,048
Frank E. English, Jr.
 
56,295,085
 
498,928
 
18,539,048
Edward J. Fitzpatrick
 
56,460,468
 
333,545
 
18,539,048
Janet P. Froetscher
 
56,311,587
 
482,426
 
18,539,048
Jill R. Goodman
 
55,925,685
 
868,328
 
18,539,048
Duane R. Kullberg
 
55,602,668
 
1,191,345
 
18,539,048
R. Eden Martin
 
55,701,457
 
1,092,556
 
18,539,048
Roderick A. Palmore
 
55,688,309
 
1,105,704
 
18,539,048
Susan M. Phillips
 
56,138,090
 
655,923
 
18,539,048
Samuel K. Skinner
 
52,370,690
 
4,423,323
 
18,539,048
Carole E. Stone
 
56,068,983
 
725,030
 
18,539,048
Eugene Sunshine
 
56,306,385
 
487,628
 
18,539,048
Edward T. Tilly
 
56,371,788
 
422,225
 
18,539,048

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 54,766,698 shares voting for the proposal, 1,544,881 shares voting against the proposal, 482,434 shares abstaining from the vote on the proposal and 18,539,048 broker non-votes.

Proposal Three

The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2013 was ratified by a vote of 73,597,847 shares voting for the proposal, 1,362,647 shares voting against the proposal and 372,567 shares abstaining from the proposal.

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






ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) Exhibits

Exhibit Number
 
Description
 
 
 
99.1
 
Press Release, dated May 23, 2013
 
 
 





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 24, 2013






Exhibit Index
 
Exhibit
Number
 
Description
 
 
 
99.1
 
Press Release, dated May 23, 2013.