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
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Item 5.07 Submission of Matters to a Vote of Security Holders
On October 23, 2024, CBIZ, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”) to consider a proposal (the “Stock Issuance Proposal”) to approve, for purposes of complying with applicable NYSE listing rules, the issuance of shares of the Company’s common stock as part of the consideration payable pursuant to the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”), dated July 30, 2024, among the Company, Marcum LLP, a New York registered limited liability partnership, Marcum Advisory Group LLC, a Delaware limited liability company and wholly owned subsidiary of Marcum, PMMS LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, and Marcum Partners SPV LLC, a Delaware limited liability company. Additional information about the Stock Issuance Proposal and the Merger Agreement and the transactions contemplated thereby can be found in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 17, 2024 (the “Proxy Statement”)
As of the close of business on September 9, 2024, the record date for the Special Meeting, there were 50,198,939 shares of the Company’s common stock issued and outstanding and entitled to vote at the Special Meeting. At the Special Meeting, the holders of 44,765,948 shares of the Company’s common stock, representing approximately 89.2% of the shares entitled to vote thereat, were present or represented by proxy, constituting a quorum.
The Stock Issuance Proposal was approved at the Special Meeting with more than 99% of votes cast in favor of the proposal. The following are the final voting results on the Stock Issuance Proposal. Because the Stock Issuance Proposal was approved, the adjournment proposal described in the Proxy Statement was not voted on at the Special Meeting.
| For | 44,635,716 | ||||
| Against | 62,336 | ||||
| Abstain | 67,896 | ||||
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibit No. | Description | ||||
104 | Cover Page Interactive Data File (embedded within 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.
Dated: October 23, 2024
CBIZ, Inc.
| By: | /s/ Jaileah X. Huddleston | |||||||
| Name: | Jaileah X. Huddleston | |||||||
| Title: | Senior Vice President, Chief Legal Officer, and Corporate Secretary | |||||||