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Form 8-K

 

 

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): November 11, 2015

 

 

CBIZ, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-32961   22-2769024

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

6050 Oak Tree Boulevard, South, Suite 500

Cleveland, Ohio 44131

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 216-447-9000

(Former name or former address, if changed since last report)

 

 

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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

 

 

 

Item 5.02(d) Election of New Directors.

Effective November 11, 2015, the Board of Directors of CBIZ, Inc. (the “Company”) expanded the number of its directors and appointed Jerome P. Grisko, Jr., currently the Company’s President and Chief Operating Officer, to fill the resulting vacancy. This appointment brings the total number of directors on the Company’s Board of Directors to ten, seven of whom are independent directors. Mr. Grisko’s appointment to the Board was undertaken as part of the Company’s succession plan announced on October 29, 2014. Mr. Grisko will serve through the 2016 Annual Meeting of Stockholders, at which time he is expected to stand for election by the Company’s Stockholders, or until his successor is duly elected and qualified. Mr. Grisko’s compensation is unchanged by this appointment, and he is not entitled to any additional payments other than under his current compensation package as the President and Chief Operating Officer of the Company as described in the Company’s 2015 Proxy Statement filed with the Securities and Exchange Commission on April 6, 2015. As a key member of the Company’s senior management team, Mr. Grisko is not considered independent under NYSE standards. There are no understandings or arrangements between Mr. Grisko and any other person pursuant to which he was selected as a director. Mr. Grisko is not, and has not been since the beginning of the Company’s last fiscal year, a party to any related party transactions requiring disclosure under Item 404(a) of Regulation S-K, other than those concerning his compensation as stated above. Mr. Grisko will continue to serve on the Board’s Executive Management Committee, but will not serve on any additional committees of the Company’s Board of Directors. A copy of the press release related to Mr. Grisko’s appointment is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

99.1 Press Release of CBIZ, Inc. dated November 11, 2015, announcing the expansion of its Board and the appointment of Jerome P. Grisko, Jr. to the Board.

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.

 

November 16, 2015       CBIZ, INC.
      By:  

/s/ Michael W. Gleespen

      Name:   Michael W. Gleespen
      Title:   Corporate Secretary
EX-99.1

Exhibit 99.1

CBIZ APPOINTS JERRY GRISKO TO BOARD OF DIRECTORS

Cleveland, Ohio (November 11, 2015)—CBIZ, Inc. (NYSE: CBZ) (“Company”) today announced the appointment of Jerome P. Grisko Jr., 54, to the Company’s Board of Directors, effective November 11, 2015. This appointment brings the total number of CBIZ directors to ten, seven of whom are independent directors.

Mr. Grisko has served as President and Chief Operating Officer of CBIZ since February 2000. Mr. Grisko joined CBIZ as Vice President, Mergers & Acquisitions in September 1998 and was promoted to Senior Vice President, Mergers & Acquisitions and Legal Affairs in December 1998. In October 2014, CBIZ announced that in accordance with its succession plan, Mr. Grisko will assume the position of CEO in March 2016 following the retirement of Steven L. Gerard, CBIZ’s current Chairman and CEO. Mr. Gerard will remain Chairman of the Board.

Mr. Gerard stated, “CBIZ has, and will continue to greatly benefit from Jerry’s business acumen, perspective and experience, and we are pleased to welcome him to the CBIZ Board of Directors.”

Prior to joining CBIZ, Mr. Grisko was associated with the law firm of Baker & Hostetler LLP, where he practiced from September 1987 until September 1998, and served as a partner from January 1995 to September 1998. While at Baker & Hostetler, Mr. Grisko concentrated his practice in the area of mergers, acquisitions and divestitures. Mr. Grisko earned a Bachelor of Business Administration in Finance from Kent State University and a Juris Doctor from Case Western Reserve University of Law. Mr. Grisko currently serves on the boards of several Northeast Ohio non-profit organizations.

Named one of America’s 2015 Best Employers and ranked as the #1 employer in the consulting and accounting industry by Forbes magazine, CBIZ, Inc. provides professional business services that help clients better manage their finances and employees. CBIZ provides its clients with financial services including accounting, tax, financial advisory, government health care consulting, risk advisory, real estate consulting, and valuation services. Employee services include employee benefits consulting, property and casualty insurance, retirement plan consulting, payroll, life insurance, HR consulting, and executive recruitment. As one of the largest accounting, insurance brokerage and valuation companies in the United States, the Company’s services are provided through more than 100 Company offices in 34 states.

Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, but are not limited to, the Company’s ability to adequately manage and sustain its growth; the Company’s dependence on the current trend of outsourcing business services; the Company’s dependence on the services of its CEO and other key employees; competitive pricing pressures; general business and economic conditions; and changes in governmental regulation and tax laws affecting the Company’s insurance business or its business services operations. A more detailed description of such risks and uncertainties may be found in the Company’s filings with the Securities and Exchange Commission.