Cboe Global Markets, Inc. (CBOE)
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AGM 2025

May 6, 2025

Operator

Good morning and welcome to the Cboe Global Markets Annual Meeting of Stockholders. I would now like to introduce the first speaker, Bill Farrow.

Bill Farrow
Chairman of the Board, Cboe Global Markets

Good morning, everyone. Welcome to the Cboe Global Markets Annual Meeting of Stockholders. I'm Bill Farrow, Chairman of the Board. I would like to thank you for joining us. Similar to last year, we're conducting this year's meeting as a completely virtual annual meeting of stockholders. A copy of the agenda and the rules of procedure have been posted on the web portal, and the agenda is as follows. First, I'll introduce our Board of Directors and some of our key executives. Second, we will report on quorum and administrative matters. Third, we will vote on the proposals listed in the Proxy Statement. Fourth, Fred Tomczyk, our outgoing Chief Executive Officer, will update you on the progress made at Cboe. Fifth, we will take questions from stockholders. Finally, we will report the preliminary voting results.

As is our custom, if you have a question about one of the proposals you voted on, such question must be submitted in the field provided in the web portal at or before the time the proposals are before the meeting for consideration. After the conclusion of the business presentation, we will address appropriate general questions from stockholders regarding the company. To submit questions, please log in as your stockholder by entering the 16-digit control number you received on your proxy materials and submit the questions in the field provided in the web portal during the meeting. You may also refer to the rules of procedure for this meeting for meetings regarding meeting questions. Sorry. Now, it's my privilege to introduce my fellow director nominees, Fred Tomczyk, who is also our outgoing Chief Executive Officer, but will stay on the Board as a non-employee director.

Patrick, Ivan Fong, Janet Froetscher, Jill Goodman, Erin Mansfield, Cecilia Mao, Alex Matturri, Jennifer McPeek, Roderick Palmore, and Jamie Parisi. Before introducing others in attendance today, on behalf of the Board, I would like to thank Fred for stepping into the CEO position and for his leadership over the last year and a half, and look forward to working closely with Craig Donohue. I will now introduce other Cboe senior executives who are in attendance: Dave Howson, our Global President, Chris Isaacson, Executive Vice President and Chief Operating Officer, Jill Griebenow, Executive Vice President, Chief Financial Officer, and Patrick Sexton, Executive Vice President, General Counsel, and Corporate Secretary. I would also like to introduce our independent auditor, KPMG LLP, represented today by Newborn Lahar, Noah Moravec, and Taylor Burnett. In addition, Richard Kretz, a representative from Broadridge, is serving as our independent inspector of elections.

I thank everyone for participating today, and now let us proceed with the formal business of our meeting. Fred Tomczyk and Pat Sexton have been appointed as proxies for this meeting. Will the Corporate Secretary now present the required formal documents and affirm that the meeting is duly convened for transaction of business?

Patrick Sexton
EVP, General Counsel and Corporate Secretary, Cboe Global Markets

Thank you, Bill. I have copies of the notice of meeting and the Proxy Statement, the company's 2024 annual report on Form 10-K, which includes the audited financial statements for the year ended December 31, 2024, and the forms of proxy together with affidavits and mailing. In addition, the Board of Directors adopted resolutions providing for the meeting to be held at this time and via live audio webcast and directing that notice be given. The Board fixed March 18, 2025, as the record date for determining persons entitled to notice of and to vote at this meeting. The Inspector of Elections has reported that more than 87% of the outstanding shares of the company's common stock, as of the close of business on the record date, are represented today virtually in person or by proxy.

Therefore, a quorum is present, and the meeting is duly convened for purposes of transacting such business as may properly come before it. The web portal is open for comments on the proposals that will be described shortly. Comments on matters other than the proposals should be held later in the meeting. If you have a question about one of the proposals to be voted on, such question must be submitted in the field provided in the web portal. You may also refer to the rules of procedure for this meeting regarding questions. Polls are also open for voting and will close following the introduction and discussion. The voting is by proxy and online via the web portal used to access this meeting. You have already voted by mailing in proxies or via telephone or internet. You should not vote at this meeting unless you wish to revoke your prior proxy.

Bill Farrow
Chairman of the Board, Cboe Global Markets

Thank you, Pat. We have five proposals on which stockholders are voting at this meeting. After the proposals have been introduced, we will respond to questions, if any, germane to the proposals being put to vote. Each matter being brought before this meeting is described in the Proxy Statement that was mailed to stockholders entitled to vote in this meeting. On each matter, stockholders have one vote per share of common stock held as of the close of March 18, 2025. The first item of business for consideration by stockholders is the election of the directors as described in the Proxy Statement. There are 12 director nominees to be voted on at this annual meeting. The directors elected today will hold office until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified.

Our bylaws require advance notice to the company of stockholders' intent to nominate persons as director. No such notice was received, and accordingly, I declare the nominations for directors closed. The second item of business is a non-binding resolution to approve the compensation paid to our executive officers. The third item of business is ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our 2025 fiscal year. The fourth item of business is the approval of the third amended and restated Cboe Global Markets long-term incentive plan. The fifth item of business is a stockholder proposal regarding political spending. Our Board of Directors recommends that stockholders vote for the election of each director nominee and for each of the other proposals except for the stockholder proposal on which the Board of Directors recommend that stockholders vote against.

A representative of the stockholder proposal may now provide a brief statement to present the proposal. You have a time limit of three minutes to present your proposal. Please proceed.

John Chavedan
Stockholder Proponent, Cboe Global Markets

Hello, this is John Chavedan. Proposal five, transparency and political spending. Chose request that Cboe provide a report updated semi-annually disclosing the company's policies and procedures for making contributions to participate in any campaign on behalf of any candidate for public office or influence the general public with respect to an election. Monetary and non-monetary contributions and expenditure used in the manner described above, including the identity of the recipient as well as the amount paid to each and the titles of the persons in the company responsible for decision-making. The report shall be presented to the Board of Directors and posted on the Cboe website within 12 months from the date of the annual meeting. This proposal does not encompass lobbying spending. Long-term Cboe shareholders support transparency and accountability in corporate election spending. A company's reputation, value, and bottom line can be adversely impacted by political spending.

The risk is especially serious when given to trade associations, super PACs, 527 committees, and social welfare organizations, groups that routinely pass money to candidates, and political causes that a company might not otherwise support. The Conference Board's 2021 Under a Microscope report warns political activity can pose increasingly significant risk for companies, including the perception that political contributions and other forms of activity are at odds with core company values. A recent poll of retail shareholders by Mason Dixon Polling and Research found that 83% of respondents said they would have more confidence investing in companies that have adopted reforms and provide for transparency and accountability in political spending. Cboe scored a dismal single-digit 4% on a scale of 100 in the 2024 CPA Zicklin Index of Corporate Political Disclosure and Accountability.

Without knowing the recipients of Cboe's political dollar, Cboe directors and shareholders cannot sufficiently assess whether the company's election-related spending aligns or conflicts with its policies on climate change and sustainability or other areas of growing concern. Improved Cboe political spending disclosure will protect the reputation of Cboe and preserve shareholder value. Please vote yes, transparency and political spending proposal five.

Bill Farrow
Chairman of the Board, Cboe Global Markets

Thank you for your statement. As described in the Proxy Statement, management is recommending that stockholders vote against the stockholder proposal. Please refer to the Proxy Statement for further explanation. This concludes the introduction of proposals to be presented at the meeting.

Ken Hill
Head of Investor Relations and Treasurer, Cboe Global Markets

We've had three questions submitted through the web portal, which we'll read now. First question is, is there a retirement age for directors?

Bill Farrow
Chairman of the Board, Cboe Global Markets

Yes. Seventy-five is the maximum age.

Ken Hill
Head of Investor Relations and Treasurer, Cboe Global Markets

Second question is, what is the average number of directorships that Cboe directors hold?

Bill Farrow
Chairman of the Board, Cboe Global Markets

The average number of directorships for public companies is one.

Ken Hill
Head of Investor Relations and Treasurer, Cboe Global Markets

The last question is, the calculation of the CEO compensation annually paid total and the pay versus performance table for the past several years can dramatically differ from the CEO total compensation amount in the summary compensation table. Does the compensation committee use the compensation annually paid total compensation figure in setting the CEO target total compensation award amount for the upcoming year?

Bill Farrow
Chairman of the Board, Cboe Global Markets

The compensation committee uses best practices by using peer group analysis, using compensation consulting, consultant, and benchmarking CEO compensation against its peers. While the preliminary proxies and online votes are being tabulated by the inspector of the elections, there will be a report on Cboe's recent business developments. Following the presentation, we will take questions regarding Cboe, and then there will be a preliminary report on the result of the elections. Additionally, the web portal is open for questions regarding Cboe. Any stockholders who'd like to ask a question regarding Cboe should submit their question in the field provided on the web portal. In the interest of time, you are limited to two questions per stockholder.

Ken Hill
Head of Investor Relations and Treasurer, Cboe Global Markets

Now that we've addressed the questions regarding the proposals, there's no further discussion. Since all shareholders have had adequate time to vote, it is 8:13 A.M., and the polls are now closed. Welcome to the business update portion of the meeting. I'm Ken Hill, Head of Investor Relations and Treasurer at Cboe Global Markets. Before we begin, let me remind you that the presentation does contain some forward-looking statements which involve risks and uncertainties. Actual results may vary. Please refer to our filings with the SEC for more detailed information about the risks and uncertainties. We will also be referring to non-GAAP measures as defined and reconciled in our presentation materials. I will now turn the call over to Fred.

Fred Tomczyk
CEO, Cboe Global Markets

Thank you, Ken. Cboe posted record results and provided stockholders with an 11% total return in 2024. Net revenue increased 8% to a record $2.1 billion and adjusted earnings per share grew 10% to a record $8.61. A product of strong execution across our businesses as well as disciplined expense management. 2024 results were notable in that each category, derivatives markets, Data Vantage, and cash and spot markets contributed to the full-year growth. Our derivatives business delivered a solid year with organic net revenue increasing 8%. Total volume across Cboe's four options exchanges was 3.8 billion contracts traded in 2024, with an ADV of nearly 15 million contracts traded, a fifth consecutive record-breaking year. We saw record volume in SPX and VIX options, with SPX options ADV rising to 3.1 million contracts traded and VIX options ADV reaching 830,000 contracts traded in 2024.

Our Data Vantage business finished with a 7% increase in organic net revenue growth. The technology investments we made to further optimize access, data, and insights for our Data Vantage business drove positive results for Cboe and our customers. Finally, our cash and spot markets business performed well during the year as organic net revenue increased 10%, driven by healthy trading volumes and growth across all our regional equities markets. Overall, it was a strong year for both transaction and non-transaction revenue growth at Cboe. Now, in the first quarter of 2025, we continue to see the momentum, growing net revenue 13% year-over-year to a record $565 million and adjusted diluted earnings per share by 16% to a record $2.50. Record-setting trends drove broad-based growth across our business lines as every major segment and category produced year-over-year net revenue growth during the first quarter.

The strength of Cboe's financial results supports our attractive capital return policy. In 2024, we returned a total of $454 million to shareholders in the form of quarterly dividends and share repurchases, representing 50% of adjusted earnings for the year. In the first quarter of 2025, we returned $66 million to shareholders in the form of a $0.63 per quarter dividend, and we repurchased $30 million in shares. Looking forward, we remain laser-focused on executing our strategy over the longer term. On a personal note, I want to express my support for the announced appointment of Craig Donohue as Cboe's new CEO. Craig is a seasoned, visionary leader who brings a wealth of experience to the role and is deeply respected across the industry. The Board believes he is the right leader to take Cboe into the future, and Cboe is well-positioned for Craig to take the reins.

Craig will assume the CEO seat on May 7th, upon which point I will transition into an advisory role through to the end of June. I look forward to working closely with him on a seamless transition and returning to my role as a non-employee director of the Board. I'm pleased to leave things with Craig and the executive management team's very capable hands, having accomplished each of my goals during my CEO tenure. It's been an honor to lead this great company over the past 18 months, and I'm incredibly proud of our achievements and optimistic about the future of Cboe.

Ken Hill
Head of Investor Relations and Treasurer, Cboe Global Markets

Thanks, Fred. This concludes our presentation. Welcome to the Q&A portion of the meeting. As previously mentioned, any stockholder who would like to ask a question regarding Cboe should submit their question in the field provided in the web portal. If we receive substantially similar questions, we may group the questions together and provide a single response to avoid repetition.

Bill Farrow
Chairman of the Board, Cboe Global Markets

Okay. There being no further questions, we have completed the question and answer section of the meeting. Will the Corporate Secretary please report on the preliminary results of the election?

Patrick Sexton
EVP, General Counsel and Corporate Secretary, Cboe Global Markets

Yes. Thank you, Bill. The preliminary results from the inspector of elections indicate that more than 93% of the shares of the company's common stock cast on this matter have voted for the election of each of the nominees named in the Proxy Statement. Accordingly, each of the nominees has been elected to serve as a director. Congratulations. More than 93% of the shares of the company's common stock cast on this matter have voted in favor of the non-binding resolution to approve the compensation paid to our executive officers. Therefore, stockholders have approved this resolution. More than 99% of the shares of the company's common stock represented at this meeting have voted in favor of the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the 2025 fiscal year. Accordingly, the appointment of KPMG is so ratified.

More than 94% of the company's common stock cast on this matter have voted in favor of the approval of the Third Amended and Restated Cboe Global Markets Long-Term Incentive Plan. Therefore, stockholders have approved this proposal. More than 55% of the shares of the company's common stock cast on this matter have voted in favor of the stockholder proposal regarding political spending. Therefore, stockholders have approved this proposal. Final results will be reported by the company on Form 8-K to be filed with the SEC within four business days.

Bill Farrow
Chairman of the Board, Cboe Global Markets

Thank you, Pat. This concludes our meeting, and the annual meeting is adjourned.

Operator

This is today's meeting. Thank you all for joining. You may now disconnect.

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