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
May 9, 2019
Date of Report (Date of earliest event reported)
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)
216-447-9000
(Registrant’s telephone number, including area code)
Not Applicable
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☐ 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock | CBZ | New York Stock Exchange |
Item 5.07 Submission of Matters to a Vote of Security Holders
The annual meeting of stockholders of the Company was held on May 9, 2019. The following matters were voted on at the annual meeting:
| 1. | The stockholders elected management’s nominees for election as directors. The results of the vote taken were as follows: |
| Directors |
For | Against | Abstain | Non Votes | ||||||||||||
| Benaree Pratt Wiley |
45,863,446 | 1,436,945 | 6,078 | 3,452,913 | ||||||||||||
| Jerome P. Grisko, Jr. |
46,820,618 | 479,883 | 5,968 | 3,452,913 | ||||||||||||
| Rick L. Burdick |
43,448,746 | 3,851,679 | 6,044 | 3,452,913 | ||||||||||||
| Steven L. Gerard |
43,174,392 | 4,126,370 | 5,707 | 3,452,913 |
| 2. | The stockholders ratified the selection by the Audit Committee of the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019. The results of the vote taken were as follows: |
| For |
49,761,754 | |||
| Against |
992,268 | |||
| Abstain |
5,360 |
| 3. | The stockholders approved, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the 2019 proxy statement. The results of the vote taken were as follows: |
| For |
46,219,565 | |||
| Against |
1,040,683 | |||
| Abstain |
46,221 | |||
| Non Votes |
3,452,913 |
| 4. | The stockholders approved the amendment, restatement, and adoption of the CBIZ, Inc. 2014 Stock Incentive Plan as the CBIZ, Inc. 2019 Omnibus Incentive Plan. The results of the vote taken were as follows: |
| For |
44,382,814 | |||
| Against |
2,878,876 | |||
| Abstain |
44,779 | |||
| Non Votes |
3,452,913 |
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.
Dated: May 10, 2019
CBIZ, Inc.
| By: | /s/ Michael W. Gleespen | |
| Name: | Michael W. Gleespen | |
| Title: | Corporate Secretary |