0001374310false--12-3100013743102020-10-022020-10-02

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): October 2, 2020

Cboe Global Markets, 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 and Zip Code 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:

    Written communications pursuant to Rule 425 under the Securities Act (16 CFR 230.425)

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (16 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (16 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

    

Trading Symbol

    

Name of each exchange on which registered:

Common Stock, par value of $0.01 per share

CBOE

CboeBZX

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 2, 2020, the Sixth Amended and Restated Bylaws (the “Bylaws”) of Cboe Global Markets, Inc. (the “Company”) became effective, following approval by the Company’s board of directors (the “Board”) and filing with the United States Securities and Exchange Commission. 

The amendment and restatement (i) updates the advance notice provisions for director nominations and stockholder proposals; (ii) clarifies the powers of the presiding person of a stockholder meeting to regulate the conduct of such meeting; (iii) clarifies the procedures for filling director vacancies; (iv) provides that special meetings of the Board can be called at less than 24 hours’ notice without requiring all directors to waive the notice requirements; (v) reduces the minimum size requirement of the Nominating and Governance Committee from a minimum of five members to three members; and (vi) adds emergency bylaws allowing the Board to operate with reduced procedural requirements and take other necessary actions during an emergency situation. The Bylaws were also revised to incorporate other non-substantive changes.

The foregoing summary is qualified in its entirety by the full text of the Bylaws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits

3.1

Sixth Amended and Restated Bylaws

101

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

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 GLOBAL MARKETS, INC.

(Registrant)

By:

/s/ Patrick Sexton

Patrick Sexton

Executive Vice President, General Counsel and

Corporate Secretary

Dated: October 7, 2020