UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
(Address and Zip Code of Principal Executive Offices)
Registrant's telephone number, including
area code (
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol |
Name of each exchange on which registered: | ||
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 27, 2025, David Howson, Executive Vice President, Global President of Cboe Global Markets, Inc. (the “Company”), notified the Company of his resignation. To assist with the transition of his duties, Mr. Howson will remain employed by the Company until his employment ends at the end of the day on August 1, 2025 (the “Transition Date”). Mr. Howson’s resignation was not due to any disagreement with the Company concerning the Company's operations, policies or practices.
In connection with his resignation, the Company and Mr. Howson have entered into a Letter Agreement (the “Letter Agreement”), attached hereto as Exhibit 10.1 and incorporated herein by reference, pursuant to which, among other things, the parties acknowledge the terms of Mr. Howson’s separation. Pursuant to the Letter Agreement, (1) Mr. Howson will be entitled to his current base salary and benefits through the Transition Date, (2) Mr. Howson will be allowed to retain a pro rata portion of certain of his outstanding time-based restricted stock units that would vest in February 2026 based on the number of days worked through the Transition Date and will forfeit the remainder and other outstanding time-based restricted stock units, and (3) Mr. Howson will be allowed to retain a pro rata portion of the outstanding performance-based restricted stock units that would vest in February 2026 based on the number of days worked through the Transition Date, and which will be paid out based on target performance through the end of the applicable performance period for each award, and Mr. Howson will forfeit the remainder and other outstanding performance-based restricted stock units. Under the terms of the Letter Agreement, Mr. Howson will be required to execute a customary release agreement and a customary restrictive covenant agreement.
In connection with Mr. Howson’s resignation, the Company’s board of directors appointed Craig Donohue, Chief Executive Officer of the Company, as President of the Company, effective following the Transition Date.
On May 28, 2025, the Company issued a press release announcing Mr. Howson’s resignation. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description |
| 10.1 | Letter Agreement, dated May 27, 2025, between Cboe Global Markets, Inc. and David Howson (filed herewith)* |
| 99.1 | Press Release of Cboe Global Markets, Inc. (filed herewith) |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
*Indicates Management Compensatory Plan, Contract or Arrangement
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. | ||
| By: | /s/ Patrick Sexton | |
| Patrick Sexton | ||
| Executive Vice President, General Counsel and Corporate Secretary | ||
| Dated: May 28, 2025 | ||