Cboe Global Markets

On February 11, 2021, the Board of Directors (the “Board”) of Cboe Global Markets, Inc. (the “Company”) approved an amendment and restatement of the Cboe Global Markets, Inc. Executive Severance Plan (the “Severance Plan”), under which eligible executives and other officers are entitled to certain severance benefits upon a qualifying termination of employment.

Election of Directors On December 17, 2020, the Board of Directors (the “Board”) of the Company elected Ivan K. Fong and Alexander J. Matturri, effective immediately, to fill an existing vacancy on the Board and increased the Board size to 15 directors. Messrs. Fong and Matturri will receive compensation for their service on the Board as non-employee members of the Board in the same manner as other non-employee members of the Board. For a description of the Company’s director compensation programs, see “Director Compensation” in the definitive proxy statement filed by the Company on April 2, 2020 in connection with its 2020 Annual Meeting of Stockholders; provided, however, that following such annual meeting, the value of the annual stock retainer for the Company’s directors increased from $130,000 to $145,000.

Election of Director On August 14, 2020, the Board of Directors (the “Board”) of Cboe Global Markets, Inc. (the “Company”) elected Jennifer J. McPeek to fill a vacancy on the Board. Ms. McPeek will receive compensation for her service on the Board as a non-employee member of the Board in the same manner as other non-employee members of the Board. For a description of the Company’s director compensation programs, see “Director Compensation” in the definitive proxy statement filed by the Company on April 2, 2020 in connection with its 2020 Annual Meeting of Stockholders; provided, however, that following such annual meeting, the value of the annual stock retainer for the Company’s directors increased from $130,000 to $145,000. Ms. McPeek, 50, is an independent advisor to companies on value-based management and incentive design.

CEO Employment Agreement Cboe Global Markets, Inc. (the “Company”) entered into an amended and restated employment agreement, dated February 11, 2020 (the “Agreement”), with Edward T. Tilly, the Chairman, President and Chief Executive Officer of the Company. The material changes from Mr. Tilly’s prior employment agreement, which was dated May 16, 2019, include: (a) establishing a new employment term lasting until December 31, 2022, which term will continue to be subject to automatic subsequent one-year renewal periods in the absence of notice from the parties (each a “Renewal Period”); (b) providing for an annual base salary of $1,265,000, a 2020 target annual bonus of $2,087,250 payable in cash, and a 2020 target annual equity incentive compensation award with a value of $4,700,000; (c) in the event of Mr. Tilly’s termination without cause or Mr.

On November 1, 2019, Cboe Global Markets, Inc. (the "Company") announced that Mark S. Hemsley, currently the Company’s Executive Vice President, President Europe, is expected to leave this position effective December 31, 2019 and is expected to be appointed Senior Vice President of one of the Company’s subsidiaries, effective January 1, 2020. Mr. Hemsley is expected to assist with the transition of his duties and responsibilities to his successor through February 28, 2020. The Company also announced the planned appointment of David Howson, currently Chief Operating Officer of Cboe Europe Limited, to Executive Vice President, President Europe, which is expected to be effective January 1, 2020. David Howson, age 43, currently serves as Chief Operating Officer of the Company's subsidiary Cboe Europe Limited, a position he has held since June 2013.

Election of Director On July 30, 2019, the Board of Directors (the “Board”) of Cboe Global Markets, Inc. (the “Company”) elected Fredric J. Tomczyk to fill a vacancy on the Board resulting from the Board increasing its size to fourteen members, effective immediately. Mr. Tomczyk will receive compensation for his service on the Board as a non-employee member of the Board in the same manner as other non-employee members of the Board. For a description of the Company’s director compensation programs, see “Director Compensation” in the definitive proxy statement filed by the Company on April 4, 2019 in connection with its 2019 Annual Meeting of Stockholders; provided, however, that following such annual meeting, the value of the annual stock retainer for the Company’s directors increased from $120,000 to $130,000. Mr.

Cboe Global Markets, Inc. (the “Company”) entered into an amended and restated employment agreement, dated May 16, 2019 (the “Agreement”), with Edward T. Tilly, the Chairman, President and Chief Executive Officer of the Company. The material changes from Mr. Tilly’s prior employment agreement, which was dated February 27, 2017, include: (i) establishing a new employment term lasting until December 31, 2020, which term will continue to be subject to automatic subsequent one-year renewal periods in the absence of notice from the parties; (ii) providing for an annual base salary of $1,265,000, a 2019 target annual bonus of $2,087,250 payable in cash, and a 2019 target annual equity incentive compensation award with a grant date value of $4,300,000; (iii) modifying the definition of “Cause” to include a non-appealable conviction of a felony or a non-felony crime involving moral turpitude, th…

On January 7, 2019, Cboe Global Markets, Inc. (the “Company”) announced (i) the resignation of its President and Chief Operating Officer, Christopher R. Concannon, effective January 14, 2019, (ii) the appointment of Christopher A. Isaacson, currently Executive Vice President and Chief Information Officer, to Executive Vice President and Chief Operating Officer, effective January 14, 2019 and (iii) that Edward T. Tilly, currently Chairman and Chief Executive Officer, will also be appointed President effective January 14, 2019. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Prior to this appointment, Mr. Isaacson serves as our Executive Vice President and Chief Information Officer, a position he was appointed to upon the Company’s acquisition of Bats Global Markets, Inc. (“Bats”).

On August 1, 2018, the Board also approved an amendment and restatement of the Cboe Global Markets, Inc. Executive Severance Plan (f/k/a the CBOE Holdings, Inc. Executive Severance Plan, the “Severance Plan”), under which eligible executives are entitled to certain severance benefits upon a qualifying termination of employment.

Employee Stock Purchase Plan At the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of Cboe Global Markets, Inc. (the “Company”) held on May 17, 2018, the Company’s stockholders approved the Company’s Employee Stock Purchase Plan (the “Plan”), which is described under Proposal Three in the Company’s Proxy Statement, filed with the Securities and Exchange Commission on April 5, 2018 (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.

As previously announced, Cboe Global Markets, Inc.'s (the "Company") Executive Vice President, General Counsel and Corporate Secretary, Joanne Moffic-Silver, retired on February 28, 2018. In addition, Patrick Sexton was appointed Executive Vice President, General Counsel and Corporate Secretary effective March 1, 2018. Pursuant to a release agreement (the "Agreement") Ms.

On January 10, 2018, Cboe Global Markets, Inc. (the "Company") announced the planned retirement of its Executive Vice President, General Counsel and Secretary, Joanne Moffic-Silver, at the end of February 28, 2018, after 37 years of service to the Company. The Company also announced on January 10, 2018 the planned appointment of Patrick Sexton, currently Deputy General Counsel, to Executive Vice President, General Counsel and Secretary, effective March 1, 2018. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Patrick Sexton, age 53, currently serves as Deputy General Counsel of the Company’s subsidiary Cboe Exchange, Inc. He has served in that capacity since July 2013 and has acted as legal, regulatory and compliance counsel with increasing responsibility and oversight since joining the Company in 1997. Mr. Sexton holds a B.A.

Cboe Global Markets, Inc.'s (the "Company") Executive Vice President, Chief Financial Officer and Treasurer, Alan J. Dean, retired on December 31, 2017. In addition, Brian N. Schell was appointed to Executive Vice President, Chief Financial Officer and Treasurer effective January 1, 2018. Pursuant to a termination agreement ("Termination Agreement") Mr.

On December 21, 2017, Cboe Global Markets, Inc. (the "Company") announced the planned retirement of its Vice President, Chief Accounting Officer, David S. Reynolds, in the second half of 2018. The Company also announced on December 21, 2017 the planned appointment of Jill Griebenow, currently Chief Financial Officer, Europe, to Vice President, Chief Accounting Officer, in the second half of 2018 following Mr. Reynolds' planned retirement. Jill Griebenow, age 38, currently serves as Chief Financial Officer, Europe of the Company's subsidiary Cboe Europe Limited, a position she has served since the Company's acquisition of Bats Global Markets, Inc. ("Bats") on February 28, 2017 (the "Acquisition"). Previously, she served as Chief Financial Officer, Europe of Bats' subsidiary Bats Europe Limited since February 2014 and was employed by Bats in the financial area since 2011.

On November 7, 2017, Cboe Global Markets, Inc. (the "Company") announced the planned retirement of its Executive Vice President, Chief Financial Officer and Treasurer, Alan J. Dean, at the end of December 31, 2017 after 38 years of service to the Company. The Company also announced on November 7, 2017 the planned appointment of Brian N. Schell, currently Deputy Chief Financial Officer, to Executive Vice President, Chief Financial Officer and Treasurer, effective January 1, 2018. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Brian N. Schell, age 52, currently serves as Deputy Chief Financial Officer of the Company’s subsidiary Cboe Exchange, Inc., a position he was appointed to upon the Company’s acquisition of Bats Global Markets, Inc. (“Bats”), effective February 28, 2017 (the “Closing”).

Board Composition The Merger Agreement provides that CBOE Holdings will take all requisite actions so that, as of the Effective Time, the CBOE Holdings board of directors (the “ Board ”) will consist of 14 directors, including three individuals designated by Bats who were serving on the Bats 4 board of directors immediately prior to the Effective Time and comply with the policies of the Nominating and Governance Committee of the Board disclosed to Bats. As previously disclosed, each of Chris Mitchell, Joe Ratterman and Michael Richter was elected to the Board effective as of the Effective Time, and each of William J. Brodsky, R. Eden Martin and Susan M. Phillips (collectively, the “ Resigning Directors ”) resigned from the Board, effective as of the Effective Time. As previously disclosed, any unvested restricted stock awards held by any Resigning Director vested at the Effective Time.

As previously disclosed, on September 25, 2016, CBOE Holdings, Inc., a Delaware corporation (“ CBOE Holdings ”), Bats Global Markets, Inc., a Delaware corporation (“ Bats ”), CBOE Corporation, a Delaware corporation and a wholly owned subsidiary of CBOE Holdings, and CBOE V, LLC, a Delaware limited liability company and a wholly owned subsidiary of CBOE Holdings, entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), providing, among other things, that, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) CBOE Corporation will merge with and into Bats, with Bats surviving as a wholly owned subsidiary of CBOE Holdings (the “ Merger ”), and (ii) following the completion of the Merger, the surviving corporation from the Merger will merge with and into CBOE V, LLC (the “ Subsequent Merger ”), with CBOE V, LLC surviving the Subsequent Merger an…

As previously disclosed, CBOE Holdings, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger, dated as of September 25, 2016 (the “ Merger Agreement ”), by and among the Company, Bats Global Markets, Inc., a Delaware corporation (“ Bats ”), CBOE Corporation, a Delaware corporation and wholly owned subsidiary of the Company (“ Merger Sub ”), and CBOE V, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“ Merger LLC ”).

The disclosure set forth in the second paragraph under the heading “Expected Management Changes in Connection with the Merger” in

At the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of CBOE Holdings, Inc. (the “Company”), held on May 19, 2016, the Company’s stockholders approved the Second 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 6, 2016 (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.