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): July 30, 2019

 


Cboe Global Markets, Inc.

(Exact name of registrant as specified in its charter)


 

Delaware

(State or other jurisdiction of incorporation)

 

001-34774

20-5446972

(Commission File Number)

(IRS Employer Identification No.)

 

400 South LaSalle Street

Chicago, Illinois 60605

(Address and Zip Code of Principal Executive Offices)

 

Registrant's telephone number, including area code (312) 786-5600


Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

Title of each class:

    

Trading Symbol

    

Name of each exchange on which registered:

Common Stock, par value of $0.01 per share

 

CBOE

 

CboeBZX

 

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:

 

☐    Written communications pursuant to Rule 425 under the Securities Act (16 CFR 230.425)

 

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (16 CFR 240.14a-12)

 

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (16 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 (§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 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

 

On August 2, 2019,  Cboe Global Markets, Inc. (the “Company”) reported its financial results for the quarter ended June 30,  2019. The Company's press release, dated August 2, 2019, is attached as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

 

The information set forth under this Item 2.02, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS’ APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

Election of Director

 

On July 30, 2019, the Board of Directors (the “Board”) of Cboe Global Markets, Inc. (the “Company”) elected Fredric J. Tomczyk to fill a vacancy on the Board resulting from the Board increasing its size to fourteen members, effective immediately.  Mr. Tomczyk will receive compensation for his service on the Board as a non-employee member of the Board in the same manner as other non-employee members of the Board.  For a description of the Company’s director compensation programs, see “Director Compensation” in the definitive proxy statement filed by the Company on April 4, 2019 in connection with its 2019 Annual Meeting of Stockholders; provided, however, that following such annual meeting, the value of the annual stock retainer for the Company’s directors increased from $120,000 to $130,000.  

Mr. Tomczyk, 63, is the retired President and Chief Executive Officer of TD Ameritrade Holding Corporation, a position he held from October 2008 to October 2016.  Prior to this position, he held positions of increasing responsibility and leadership with the TD organization from 1999.  Mr. Tomczyk was also a member of the TD Ameritrade board of directors from 2006 to 2007 and 2008 to 2016.  Prior to joining the TD organization in 1999, Mr. Tomczyk was President and Chief Executive Officer of London Life. He currently serves as a trustee of Liberty Property Trust, a publicly traded company. Mr. Tomczyk also served as a director of Knight Capital Group, Inc., formerly a publicly traded company, and the Securities Industry and Financial Markets Association.  Mr. Tomczyk holds a B.S. degree in Applied Economics & Business Management from Cornell University and is a Fellow of the Institute of Chartered Accountants of Ontario. 

 

Mr. Tomczyk has been appointed to the Finance and Strategy Committee of the Board, effective upon his election to the Board. 

 

There is no arrangement or understanding between Mr. Tomczyk and any other persons pursuant to which Mr. Tomczyk was elected to serve on the Board.  

 

Mr. Tomczyk does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.

 

A copy of the press release is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

 

Director Award Agreement

 

On July 31, 2019, the Board of the Company approved a form of Restricted Stock Award Agreement for non-employee directors (the “Award Agreement”) to include language for those residing outside of the United States to be granted under the Second Amended and Restated Cboe Global Markets, Inc. (f/k/a CBOE Holdings, Inc.) Long-Term Incentive Plan.

 

The foregoing description of the Award Agreement is only a summary and is qualified in its entirety by the full text of the Award Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

 

 

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

10.1       Form of Restricted Stock Award Agreement (for Non-employee Directors)*

99.1       Press Release, dated August 2, 2019

99.2       Press Release, dated August 1, 2019

 

*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.

 

(Registrant)

 

 

 

By:

/s/ Brian N. Schell

 

 

Brian N. Schell

 

 

Executive Vice President and Chief

 

 

Financial Officer

 

 

 

 

 

Dated: August 2, 2019

 

 

Exhibit 10.1

 

(For Non-Employee Directors)

 

 

CBOE  Global Markets , INC. LONG-TERM INCENTIVE  PLAN  

R ESTRICTED  S TOCK  A WARD  A GREEMENT

 

This   RESTRICTED    STOCK    AWARD    AGREEMENT    (the   "Agreement")   is dated effective [_______] (the "Award Date"), and is between Cboe Global Markets, Inc. (the "Corporation") and [_______] ("Participant"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Second Amended and Restated Cboe Global Markets, Inc. (formerly CBOE Holdings, Inc.) Long-Term Incentive Plan (as may be amended from time to time, the "Plan").

 

1.           Award.  The Corporation hereby awards to Participant [_______] shares of Stock (the "Award"). The Award will be subject to the terms and conditions of the Plan and this Agreement. The Award constitutes the right, subject to the terms and conditions of the Plan and this Agreement, to distribution of shares of Stock (the "Restricted Stock").

 

2.           Rights as Stockholder. On and after the Award Date, and except to the extent provided in Section 5, during any period in which shares of Stock acquired pursuant to this Agreement remain subject to vesting conditions, Participant shall have all of the rights of a stockholder of the Corporation holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions paid with respect to such shares, provided that in the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Corporation as described in Section 3.2 of the Plan, any and all new, substituted or additional securities or other property (other than normal cash dividends) to which Participant is entitled by reason of the Restricted Stock shall be immediately subject to the same vesting conditions as the Restricted Stock with respect to which such dividends or distributions were paid or adjustments were made. If Participant forfeits any rights he or she may have under this Agreement in accordance with Section 3, Participant shall, on the day of the event of forfeiture, no longer have any rights as a stockholder with respect to the Restricted Stock or any interest therein and Participant shall no longer be entitled to vote or receive dividends on such Stock.

 

3.           Vesting; Effect of Termination of Service .

 

(a)        Subject to Sections 3(b) and 3(c) below, Participant's Restricted Stock will vest 100% on the first anniversary of the Award Date, so long  as Participant has remained in Service  continuously until such date.

 

(b)        The Restricted Stock, if not sooner vested pursuant to Section 3(a), will become 100% fully vested upon the earliest of (i) Participant's death, (ii) Participant's Disability, (iii) a Change in Control, or (iv) upon the Participant’s termination due to the completion of his term of service on the Board, which shall mean the term of service on the Board commencing on the Participant’s most recent election or re-election to the Board and ending on the first anniversary thereafter unless the Director was elected for a longer or shorter period, in which event the longer or shorter period shall be the Term, in each case if prior to any forfeiture event under Section 3(c) below.

 

(c)        If Participant terminates Service for any reason except as set forth in Section 3(b) above, and before his or her Restricted Stock has become fully vested under this Agreement, Participant's Restricted Stock will be forfeited on and after the effective date of such termination. Neither the Corporation nor any Affiliate will have any further obligations to Participant under this Agreement if Participant's Restricted Stock is forfeited.

 

4.           Terms and Conditions of Distribution.    The Corporation will distribute the Restricted Stock as soon as practicable after all the Restricted Stock becomes vested. If Participant dies before the Corporation has distributed vested Restricted Stock, the Corporation will distribute such Restricted Stock to Participant's designated beneficiary(ies) or, if none are designated or surviving, to Participant's estate or personal representative. The Corporation will distribute the vested Restricted Stock no later than six months after Participant's death.

 

(a)        The Corporation will not make any distribution under this Section 4 before the first date the Restricted Stock may be distributed to Participant without penalty or forfeiture under Federal or state laws or regulations governing short swing trading of securities. In determining whether a distribution would result in such a penalty or forfeiture, the Corporation and the Committee may rely upon information reasonably available to them or upon representations of Participant's legal or personal representative.

 

(b)        The Corporation is not required to issue or deliver any Restricted Stock before completing the steps necessary to comply with applicable Federal and state securities laws (including any registration requirements) and applicable stock exchange rules and practices. The Corporation will use commercially reasonable efforts to cause compliance with those laws, rules and practices.

 

5.           Nontransferability.     The Restricted Stock may not be sold, transferred, exchanged, pledged, assigned, garnished, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Any effort to assign or transfer the rights under this Agreement will be wholly ineffective, and will be grounds for termination by the Committee of all rights of Participant under this Agreement.

 

6.           Administration.    The Committee administers the Plan.   Participant's rights under this Agreement are expressly subject to the terms and conditions of the Plan and to any guidelines the Committee adopts from time to time. The interpretation and construction by the Committee of the Plan and this Agreement, and such rules and regulations as may be adopted by the Committee for purposes of administering the Plan and this Agreement, will be final and binding upon Participant.

 

7.           Securities Law Requirements. If at any time the Board or Committee determines that issuing Stock pursuant to this Agreement would violate applicable securities laws, the Corporation will not be required to issue such Stock. The Board or Committee may declare any provision of this Agreement or action of its own null and void, if it determines the provision or action fails to comply with applicable securities laws.  The

 

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Corporation may require Participant to make written representations it deems necessary or desirable to comply with applicable securities laws.

 

8.           Section 83(b) Election. Participant may make an election under Code Section 83(b) (the "Section 83(b) Election") with respect to the Restricted Stock. A form of a Section 83(b) Election is attached to this Agreement as Exhibit A.    If Participant elects to make a Section 83(b) Election, Participant shall submit a copy of an executed version and satisfactory evidence of the contemporaneous filing of the executed election form with the U.S. Internal Revenue Service. Participant hereby agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the U.S. Internal Revenue Service and all tax consequences resulting from making such Section 83(b) Election.

 

9.           Representations and Warranties. Participant represents and warrants to the Corporation that Participant has received a copy of the Plan and this Agreement, has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions in all respects.

 

10.         No Limitation on the Corporation's Rights. This granting of Restricted Stock under this Agreement shall not and will not in any way affect the Corporation's right or power to make adjustments, reclassifications or changes in its capital or business structure or to merge, consolidate, reincorporate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

 

11.         Plan and Agreement Not a Contract of Service. Neither the Plan nor this Agreement is a contract of Service, and no terms of Participant's Service will be affected in any way by the Plan, this Agreement or related instruments, except to the extent specifically expressed therein. Neither the Plan nor this Agreement will be construed as conferring any legal rights on Participant to continue to remain in Service, nor will it interfere with the Corporation's or any Affiliate's right to discharge Participant or to deal with Participant regardless of the existence of the Plan or this Agreement.

 

12.         Entire Agreement and Amendment. This Agreement and the Plan constitute the entire agreement between the parties hereto with respect to the Restricted Stock, and all prior oral and written representations are merged in this Agreement and the Plan. Notwithstanding the preceding sentence, this Agreement shall not in any way affect the terms and provisions of the Plan. This Agreement may be amended, modified, or terminated only in accordance with the Plan. The headings in this Agreement  are inserted for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof.

 

13.         Notice. Any notice or other communication required or permitted under this Agreement must be in writing (including electronic) and must be delivered personally, sent by certified, registered or express mail, or sent by overnight courier, at the sender's expense. Notice will be deemed given (a) when delivered personally or, (b) if mailed, three days after the date of deposit in the United States mail or, (c) if sent by overnight courier, on the regular business day following the date sent.  Notice to the Corporation should be sent

 

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to Cboe Global Markets, Inc., 400 South LaSalle Street, Chicago, Illinois 60605, Attention: General Counsel. Notice to Participant should be sent to the address set forth on the Corporation's records, including electronic. Either party may change the address to which the other party must give notice under this Section 13 by giving the other party written notice of such change, in accordance with the procedures described above.

 

14.         Successors  and  Assigns.  The terms of this Agreement will be binding upon the Corporation and its successors and assigns.

 

15.         Governing Law. To the extent not preempted by Federal law, the Plan, this Agreement, and documents evidencing rights relating to the Plan or this Agreement will be construed, administered and governed in all respects under and by the laws of the State of Delaware, without giving effect to its conflict of laws principles. If any provision of this Agreement will be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof will continue to be fully effective. The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), this Agreement will be exclusively in the courts in the State of Illinois, County of Cook, including the Federal Courts located therein (should Federal jurisdiction exist).

 

16.         Plan Document Controls. The rights granted under this Agreement are in all respects subject to the provisions set forth in the Plan to the same extent and with the same effect as if set forth fully in this Agreement. If the terms of this Agreement conflict with the terms of the Plan document, the Plan document will control.

 

17.         Counterparts.     This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

 

18.         Waiver; Cumulative Rights. The failure or delay of either party to require performance by the other party of any provision of this Agreement will not affect its right to require performance of such provision unless and until such performance has been waived in writing. Each right under this Agreement is cumulative and may be exercised in part or in whole from time to time.

 

19.         Tax Consequences.      Participant agrees to determine and be responsible for all tax consequences to Participant with respect to the Restricted Stock.

 

20.         Addendum to Agreement. Notwithstanding any provision of this Agreement to the contrary, if Participant resides outside the U.S. or transfers residence outside the U.S., the Award shall be subject to such special terms and conditions as are set forth in the addendum to this Agreement (the "Addendum").  Further, if Participant transfers residency to another country, any special terms and conditions for such country will apply to the Award to the extent the Corporation determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the operation and administration of the Award and the Plan (or the Corporation may establish alternative terms and conditions as may be necessary or advisable to accommodate Participant's transfer).  In all circumstances, the Addendum shall constitute part of this Agreement.

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IN   WITNESS WHEREOF, the  Corporation  and Participant  have duly executed this Agreement as of the date first written above.

 

 

 

 

 

 

    

Cboe Global Markets, Inc.

 

 

 

 

 

 

 

 

 

PARTICIPANT NAME

By:

 

Participant's  Name

Its:

 

 

 

 

 

 

 

ELECTRONIC SIGNATURE

 

 

Participant's Signature

 

 

 

 

 

5

 

Participant's Address for notices

 

 

 

ACCEPTANCE DATE

 

 

 

 

6

(For Non-Employee Directors)

 

 

EXHIBIT A

 

ELECTION TO INCLUDE VALUE OF
RESTRICTED PROPERTY IN GROSS INCOME
IN YEAR OF TRANSFER UNDER CODE § 83(b)

 

 

The undersigned (the " Taxpayer ") hereby elects pursuant to § 83(b) of the Internal Revenue Code of 1986, as amended, to include the restricted property described below in his/her gross income for the tax year ending [_______] and supplies the following information in accordance with the regulations promulgated thereunder:

 

1.     The name, address and taxpayer identification number of the Taxpayer are:

 

Name: Address: SSN Number:

2.     Description of property with respect to which the election is being made:

 

shares  of  common  stock  (the  " Stock ")  of  Cboe Global Markets,  Inc.  (the " Corporation ").

 

3.     The date on which property was transferred is                    ,   __.

 

The taxable year to which this election relates is calendar year __.

 

4.     The nature of the restriction(s) to which the property is subject.

 

The property is subject to vesting restrictions and will become vested 100% on the first anniversary of the Award Date, so long as Taxpayer has remained in Service continuously until each applicable date.

 

5.     Fair market value:

 

The fair market value at time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the property with respect to which this election is being made is $                        per share of Stock.

 

6.     Furnishing statement to Corporation:

 

A copy of this statement has been furnished to the Corporation.

 

 

 

 

 

Dated:                                     ,  __

 

 

 

 

 

Taxpayer's Signature

 

 

 

 

This election must be filed with the Internal Revenue Service Center with which the Taxpayer files his Federal income tax returns and must be filed within 30 days of the Award Date. This filing should be made by registered or certified mail, return receipt requested. The taxpayer should retain an additional copy for his/her records.

 

 

 

 

 

 

 

 

 

ADDENDUM

 

CBOE GLOBAL MARKETS, INC. LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT

 

This Addendum to the Agreement includes additional terms and conditions that govern the Award if Participant resides outside of the United States or transfers residence outside the United States.  Certain capitalized terms used but not defined in this Addendum have the meanings set forth in the Agreement or the Plan.

1.          Nature of Grant .     In accepting the Award, Participant acknowledges that:

(a)        the Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by the Plan;

(b)        all decisions with respect to future awards, if any, will be at the sole discretion of the Corporation;

(c)        Participant is voluntarily participating in the Plan;

(d)        the Award will not be interpreted to form a Service or employment contract or relationship with the Corporation;

(e)        the future value of the shares of Stock is unknown, indeterminable and cannot be predicted with certainty;

(f)        the Corporation shall not be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to Participant upon the sale of any shares of Stock; and

(g)        the Award and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Award or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporation.

2.           Payment of Withholding Taxes .  The Award may be subject to U.S. Federal income and other tax withholding (and state and local income tax withholding, or non-U.S. tax withholding, if applicable) by the Corporation in respect of taxes on income realized by Participant. The Corporation may withhold the required amounts from Service fees or other amounts payable to Participant, or may require that Participant deliver to the Corporation the amounts to be withheld. Participant acknowledges and agrees that if Participant is subject to tax in more than one jurisdiction, the Corporation may be required to withhold or account for taxes in more than one jurisdiction, in accordance with the methods of withholding herein.

 

4.          Data Privacy .

(a)   Data Collection and Usage . The Corporation will collect, process and use certain personal information about Participant, specifically, Participant’s name, home address, email address and telephone number, date of birth, social security or insurance number, passport number or other identification number, salary, nationality, title, any shares of Stock or directorships held in the Corporation, details of all Awards or any other entitlement to shares of Stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (" Data "), for the exclusive purpose of implementing, administering and managing the Plan.

(b)   Recipients of Data .

a.     Stock Plan Administration Service Providers . The Corporation transfers Data to Fidelity Stock Plan Services, LLC (and/or its affiliates, collectively " Fidelity "), the designated broker assisting in the implementation, administration and management of the Plan. In the future, the Corporation may select a different service provider and share Data with such other provider serving in a similar manner.

b.     Other Service Provider Data Recipients . The Corporation also may transfer Data to other third party service providers, if necessary to ensure compliance with applicable tax, exchange control, securities and labor law. Such third party service providers may include the Corporation’s legal counsel as well as its auditor, human resources consultant and payroll vendor. Wherever possible, the Corporation will anonymize data, but Participant understands that his or her Data may need to be transferred to such providers to ensure compliance with applicable law and/or tax requirements.

c.     Securities or Other Regulatory Authorities . In addition to the recipients identified herein and where required under applicable law, Data also may be disclosed to certain securities or other regulatory authorities, including where the Corporation’s securities are listed or traded or regulatory filings are made. The legal basis, where required, for such disclosure is compliance with applicable law.

(c)   International Data Transfers . The Corporation, Fidelity and other service providers described above are located in the United States. The United States may have different data privacy laws and protections than Participant’s country of residence.

(d)   Legal Basis for Collection, Processing and Transfer of Data .

a.     Participants within the EU / European Economic Area ("EEA")

i.  The collection, processing and transfer of Data is necessary for the legitimate purpose of the Corporation’s administration of the Plan and Participant’s participation in the Plan.

ii.  When transferring Data to potential recipients outside the EU/EEA, the Corporation strives to provide appropriate safeguards in

 

accordance with EU Standard Contractual Clauses, the EU-U.S. Privacy Shield Framework, or other legally binding and permissible arrangements. For further information on the transfer of Participant’s personal data outside of the EU/EEA, Participant may contact the Corporation’s human resources department.

b.     Participants outside the EU / EEA

i.  Participant hereby explicitly and unambiguously consents to the collection, processing and use, in electronic or other form, of Participant’s Data by the Corporation and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a non-U.S. data protection law perspective, for the purposes described above. Upon transfer of Participant’s Data to Fidelity, Participant may be asked to agree to separate terms and data processing practices with Fidelity, with such agreement being a condition of the ability to participate in the Plan.

ii.  Participation in the Plan is voluntary and Participant understands that Participant is providing the consent herein on a purely voluntary basis. If Participant does not consent, or later seeks to revoke his or her consent, Participant’s Service with the Corporation will not be adversely affected. The only consequence of refusing or withdrawing consent is that the Corporation would not be able to grant the Award or other equity awards to Participant or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that Participant may contact the Corporation’s human resources department.

(e)         Data Retention . Participant understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan or comply with applicable laws. When the Corporation no longer needs the Data, the Corporation will remove it from its systems.

(f)         Data Subject Rights . Participant understands that Participant may have the right under applicable law to (i) access or copy Data that the Corporation possesses, (ii) rectify incorrect Data, (iii) delete Data, (iv) restrict processing of Data, (v) opt out of the Plan, or (vi) lodge complaints with the competent supervisory authorities in Participant’s jurisdiction. To receive clarification regarding these rights or to exercise these rights, Participant understands that Participant can contact the Corporation’s human resources department.

5.          No Advice Regarding Grant .     The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying shares of

 

Stock.  Participant should consult with his or her own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.

6.          Imposition of Other Requirements .     The Corporation reserves the right to impose other requirements on Participant’s participation in the Plan, on the Award and on any shares of Stock acquired under the Plan, to the extent the Corporation determines it is necessary or advisable for legal or administrative reasons.  Such requirements may include (but are not limited to) requiring Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

7.          Insider Trading/Market Abuse Laws .     By participating in the Plan, Participant agrees to comply with the Corporation’s policy on insider trading (to the extent that it is applicable to Participant). Participant further acknowledges that, depending on Participant’s or the broker’s country of residence or where the shares of Stock are listed, Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to accept, acquire, sell or otherwise dispose of shares of Stock, rights to shares of Stock or rights linked to the value of shares of Stock, during such times Participant is considered to have “inside information” regarding the Corporation as defined by the laws or regulations in Participant’s country.  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Participant places before Participant possessed inside information.  Furthermore, Participant could be prohibited from (i) disclosing the inside information to any third party (other than on a "need to know" basis) and (ii) "tipping" third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Corporation insider trading policy.  Participant acknowledges that it is Participant’s responsibility to comply with any applicable restrictions, and that Participant should therefore consult Participant’s personal advisor on this matter.

8.          Foreign Asset/Account Reporting; Exchange Controls .     Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls which may affect Participant’s ability to acquire or hold shares of Stock under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account outside Participant’s country.  Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country.  Participant also may be required to repatriate sale proceeds or other funds received as a result of Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt.  Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and Participant should consult his or her personal legal advisor for any details.

9.          Language .  If Participant is resident in a country where English is not an official language, Participant acknowledges and agrees that it is Participant’s express intent that the Agreement, the Addendum and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award be drawn up in English. 

 

If Participant has received the Agreement, the Addendum or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

10.        Annex to Addendum .  Notwithstanding any provision of the Agreement or Addendum to the contrary, the Award shall be subject to such special terms and conditions for Participant’s country of residence, as are set forth in the annex to this Addendum (the " Annex ").  Further, if Participant transfers residency to another country, the Corporation may establish alternative terms and conditions as may be necessary or advisable to accommodate Participant’s transfer.  In all circumstances, the Annex shall constitute part of this Addendum.

 

ANNEX

This Annex to the Addendum includes additional terms and conditions that govern the Award if Participant resides in the country addressed herein or transfers residence or employment to the country addressed herein.  If Participant transfers residence to another country, the Corporation may establish alternative terms and conditions as may be necessary or advisable to accommodate Participant’s transfer.  Certain capitalized terms used but not defined in this Annex have the meanings set forth in the Agreement (including the Addendum) or the Plan.

 

Canada

 

Securities Law Notification : Participant acknowledges and agrees that he or she is permitted to sell shares of Stock acquired under the Plan through the designated broker appointed under the Plan, provided the resale of shares of Stock takes place outside of Canada through facilities of a stock exchange on which the shares of Stock are listed. The shares of Stock currently are listed on Cboe BZX in the United States.

 

 

 

Exhibit 99.1

 

 

1 of 12

PICTURE 4

 

News Release

Page 1 of 12

 

 

 

Cboe Global Markets Reports Results for Second Quarter 2019

 

 

Second Quarter 2019 Highlights*

·

Diluted EPS of $0.78; Adjusted Diluted EPS¹ of $1.13, Up 8 Percent

·

Net Revenue of $283.2 Million Relatively Flat with 2Q18 Net Revenue

·

Operating Expenses of $158.0 Million, Up 2 Percent; Adjusted Operating Expenses¹ of $103.1 Million, Down 3 Percent

·

EBITDA Margin¹ of 62.3 Percent; Adjusted EBITDA Margin¹ of 68.4 Percent, up 230 bps

·

Raised Quarterly Dividend by 16 Percent to $0.36 Per Share, Effective For Third Quarter of 2019

·

Reduced Debt by $300 Million

 

 

CHICAGO, IL –   August 2, 2019  - Cboe Global Markets, Inc. (Cboe: CBOE) today reported financial results for the second quarter of 2019.

 

“Our second quarter results were primarily driven by higher trading volume in our suite of proprietary products compared to the second quarter of 2018, offset by flat to lower trading volumes industrywide in U.S. equities, European equities and FX,” said Edward T. Tilly, Cboe Global Markets Chairman, President and Chief Executive Officer.  “We remain focused on executing on our strategic initiatives to drive long-term growth and value to our customers and shareholders.  We continue to make solid progress in bolstering our customer outreach programs and are on track to complete our final technology migration of Cboe Options on October 7,” Mr. Tilly added.

 

“We are pleased to report solid results for the second quarter of 2019, reflecting our steadfast focus on strong expense discipline while continuing to invest in the growth of our business, resulting in an adjusted EBITDA margin of 68.4 percent, up 230 basis points compared with 2018’s second quarter,” said Brian N. Schell, Cboe Global Markets Executive Vice President, Chief Financial Officer and Treasurer.  “Additionally, we raised our third quarter dividend by 16 percent and utilized existing cash to repay $300 million in 1.950% Senior Notes that were due on June 28, 2019, reducing our leverage ratio to 1.2x from 1.5x at March 31, 2019,” Mr. Schell added.

 

*All comparisons are second quarter 2019 compared to the same period in 2018.

(1) A full reconciliation of our non-GAAP results to our GAAP results is included in the attached tables. See "Non-GAAP Information" in the accompanying financial tables.

 

 

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PICTURE 8

 

News Release

Page 2 of 12

 

 

Consolidated Second Quarter Results -Table 1

Table 1 below presents summary selected unaudited condensed consolidated financial information for the company as reported and on an adjusted basis for the three months ended June 30, 2019 and 2018.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Table 1

Consolidated First Quarter Results

 

 

 

 

 

 

 

 

 

 

2Q19

 

2Q18

 

 

($ in millions except per share)

 

2Q19

  

2Q18

Change

Adjusted 1

 

Adjusted 1

Change

Total Revenues Less Cost of Revenues

    

$

283.2

 

    

$

283.5

 

-

%  

$

283.2

 

    

$

283.5

    

-

%

Total Operating Expenses

 

$

158.0

 

 

$

154.4

 

 2

%  

$

103.1

 

 

$

106.1

 

(3)

%

Operating Income

 

$

125.2

 

 

$

129.1

 

(3)

%  

$

180.1

 

 

$

177.4

 

 2

%

Operating Margin %  

 

 

44.2

%

 

 

45.5

%  

(130)

bps

 

63.6

%

 

 

62.6

%  

100

bps

Net Income Allocated to Common Stockholders

 

$

87.6

 

 

$

82.4

 

 6

%  

$

125.7

 

 

$

118.2

 

 6

%

Diluted EPS

 

$

0.78

 

 

$

0.73

 

 8

%  

$

1.13

 

 

$

1.05

 

 8

%

EBITDA 1

 

$

176.4

 

 

$

178.9

 

(1)

%  

$

193.6

 

 

$

187.5

 

 3

%

EBITDA Margin %  1

 

 

62.3

%

 

 

63.1

%  

(80)

bps

 

68.4

%

 

 

66.1

%  

230

bps

 

·

Total revenues less cost of revenues (referred to as "net revenue") were $283.2 million, compared to $283.5 million in the prior-year period, primarily reflecting flat or lower trading volume across all business segments, with the exception of the Options segment, offset by an increase in access and capacity fees and regulatory fees, less Section 31 fees. 

·

Total operating expenses were $158.0 million versus $154.4 million in the second quarter of 2018.  Adjusted operating expenses¹ of $103.1 million declined 3 percent compared with $106.1 million in the second quarter of 2018, primarily reflecting a decrease in compensation and benefits as a result of lower incentive-based compensation.

·

Operating income decreased by 3 percent to $125.2 million and adjusted operating income¹ increased by 2 percent to $180.1 million.

·

The operating margin for the second quarter was 44.2 percent.  The adjusted operating margin¹ for the quarter was 63.6 percent, up 100 bps from 2018’s second quarter, reflecting lower expenses.

·

T he effective tax rate for the second quarter of 2019 was 29.3 percent compared with 30.8 percent in the second quarter of 2018. The effective tax rate on adjusted earnings¹ in the second quarter of 2019 was 27.7 percent compared with 29.4 percent in last year’s second quarter. The decrease in the tax rate was primarily due to excess tax benefits related to equity awards.

·

Diluted EPS for the second quarter of 2019 was $0.78.  Adjusted diluted EPS 1 was $1.13, up 8 percent compared to 2018’s second-quarter results. 

Business Segment Information:

 

 

 

 

 

 

 

 

 

 

 

Table 2

Total Revenues Less Cost of Revenues by

    

 

 

 

 

 

 

    

 

    

Business Segment

 

 

 

  

  

 

  

  

 

 

(in millions)

 

2Q19

 

2Q18

Change

Options

    

$

140.8

 

$

136.4

 

 

 3

%  

U.S. Equities

 

 

74.1

 

 

77.6

 

 

(5)

%  

Futures

 

 

32.6

 

 

31.4

 

 

 4

%  

European Equities

 

 

22.4

 

 

23.4

 

 

(4)

%  

Global FX

 

 

13.1

 

 

14.5

 

 

(10)

%  

Corporate

 

 

0.2

 

 

0.2

 

 

-

%  

Total

 

$

283.2

 

$

283.5

 

 

-

%  

(1) A full reconciliation of our non-GAAP results to our GAAP results is included in the attached tables. See "Non-GAAP Information” in the accompanying financial tables.

 

- More -

 

 

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PICTURE 8

 

News Release

Page 3 of 12

 

 

Discussion of Results by Business Segment:

Options:

·

Options net revenue of $140.8 million was up $4.4 million or 3 percent from the second quarter of 2018, primarily due to higher revenue from market data fees and access and capacity fees.

·

Net transaction fees¹ decreased $0.4 million, as total options average daily volume (ADV) increased 2 percent and revenue per contract (RPC) declined 1 percent compared to the second quarter 2018. Index options RPC was down 2 percent, reflecting a shift in the mix of index products traded, with mini-SPX options (XSP) accounting for a higher percentage of volume versus the same period in 2018.  The RPC for multiply-listed options decreased 8 percent, primarily due to higher volume-based rebates versus the second quarter of 2018.

·

Cboe’s Options business had market share of 37.7 percent for the second quarter of 2019, which was unchanged compared to the second quarter of 2018.  

U.S. Equities:

·

U.S. Equities net revenue of $74.1 million was down $3.5 million or 5 percent, primarily due to lower market data revenue as a result of lower market share.

·

Cboe’s U.S. Equities business had market share of 15.7 percent for the second quarter of 2019 compared to 18.9 percent in the second quarter of 2018.

Futures:

·

Futures net revenue of $32.6 million increased $1.2 million or 4 percent, primarily due to higher net transaction fees.

·

Net transaction fees¹ increased $1.4 million or 5 percent, primarily due to a 7 percent increase in RPC.  

European Equities:

·

European Equities net revenue of $22.4 million decreased by 4 percent, reflecting a decline in net transaction fees, offset by a slight increase in non-transaction revenue.  Average daily notional value (ADNV) traded during the quarter was €8.3 billion, down 21 percent from last year’s second quarter, with net capture up 22 percent.

·

For the second quarter of 2019, Cboe Europe Equities retained its position as the largest Pan-European stock exchange with 20.3 percent market share, down from 22.2 percent in the second quarter of 2018.

Global FX:

·

Global FX net revenue of $13.1 million decreased $1.4 million or 10 percent, primarily due to lower net transaction fees compared with the second quarter of 2018.  ADNV traded on the Cboe FX platform was $32.5 billion for the quarter, down 15 percent from last year’s second quarter.

·

Cboe FX market share increased to 15.2 percent in the second quarter, and net capture increased $0.09, or 4 percent, per one million dollars traded to $2.65 for second quarter 2019 compared to second quarter 2018.

(1) A full reconciliation of our non-GAAP results to our GAAP results is included in the attached tables. See "Non-GAAP Information” in the accompanying financial tables.

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PICTURE 8

 

News Release

Page 4 of 12

 

 

Acquisition-Related Costs

The company incurred additional acquisition-related costs  related to the Bats acquisition as a result of the company classifying the Chicago headquarters location as property held for sale during the second quarter of 2019. The company performed an impairment assessment and as a result of the assessment, an impairment charge of $6.1 million was recorded in acquisition-related costs. Depreciation on the headquarters location ceased effective May 1, 2019.  Additionally, as a result of  a valuation analysis performed on Vest,  a 2016 acquisition,  an impairment charge of $10.5 million was also recorded in acquisition-related costs during the second quarter of 2019.

2019 Fiscal Year Financial Guidance

The company updated or reaffirmed its financial guidance for the 2019 fiscal year as follows:

·

Adjusted operating expenses are now expected to be in a range of $405 to $413 million, down $10 million from the previous range of $415 to $423 million.  The guidance excludes the amortization of acquired intangible assets of $138 million, which the company plans to include in its non-GAAP reconciliation.¹

·

Reaffirmed that depreciation and amortization expense, which is included in adjusted operating expenses above, are expected to be in the range of $35 to $40 million, excluding the amortization of acquired intangible assets of $138 million.

·

The company continues to expect the effective tax rate¹ on adjusted earnings for the full year to be in the range of 27 to 29 percent, but now expects the rate to be at the lower end of that range.  Significant changes in trading volume, expenses, federal, state and local tax laws or rates and other items could materially impact this expectation.

·

The company continues to expect  capital expenditures to be in the range of $50 to $55 million, but now expects to be at the lower end of that range.

(1) Specific quantifications of the amounts that would be required to reconcile the company’s adjusted operating expenses guidance and the effective tax rate on adjusted earnings guidance are not available. The company believes that there is uncertainty and unpredictability with respect to certain of its GAAP measures, primarily related to acquisition-related expenses that would be required to reconcile to GAAP operating expenses and GAAP effective tax rate, which preclude the company from providing accurate guidance on certain forward-looking GAAP to non-GAAP reconciliations. The company believes that providing estimates of the amounts that would be required to reconcile the range of the company’s adjusted operating expenses and the effective tax rate on adjusted earnings would imply a degree of precision that would be confusing or misleading to investors for the reasons identified above.

Capital Management

The company paid cash dividends of $34.8 million, or $0.31 per share, during the second quarter of 2019.  As of June  30, 2019, the company had approximately $171.1 million of availability remaining under its existing share repurchase authorizations. The company repaid $300 million in aggregate principal amount of its 1.950% Senior Notes, which matured on June 28, 2019, with cash on hand.

At June  30, 2019, the company had adjusted cash and financial investments 2 of $135.9 million.  Total debt as of June  30, 2019 was $916.6 million.

Earnings Conference Call

Executives of Cboe Global Markets will host a conference call to review its second-quarter financial results today, August 2, 2019, at 8:30 a.m. ET/7:30 a.m. CT. The conference call and any accompanying slides will be publicly available via live webcast from the Investor Relations section of the company’s website at www.cboe.com under Events & Presentations. Participants may also listen via telephone by dialing (877) 255‑4313 from the United States, (866) 450‑4696 from Canada or (412) 317‑5466 for international callers. Telephone participants should place calls 10 minutes prior to the start of the call. The webcast will be archived on the company’s website for replay. A telephone replay of the earnings call also will be available from approximately 11:00 a.m. CT, August 2, 2019, through 11:00 p.m. CT, August 9, 2019, by calling (877) 344‑7529 from the U.S., (855) 669‑9658 from Canada or (412) 317‑0088 for international callers, using replay code 10132251.

(2) A full reconciliation of our non-GAAP results to our GAAP results is included in the attached tables. See "Non-GAAP Information” in the accompanying financial tables.

- More -

 

 

5 of 12

PICTURE 8

 

News Release

Page 5 of 12

 

 

About Cboe Global Markets

Cboe Global Markets, Inc. (Cboe: CBOE) is one of the world’s largest exchange holding companies, offering cutting-edge trading and investment solutions to investors around the world. The company is committed to relentless innovation, connecting global markets with world-class technology, and providing seamless solutions that enhance the customer experience.

Cboe offers trading across a diverse range of products in multiple asset classes and geographies, including options, futures, U.S. and European equities, exchange-traded products (ETPs), global foreign exchange (FX) and multi-asset volatility products based on the Cboe Volatility Index (VIX Index), the world’s barometer for equity market volatility.

Cboe’s trading venues include the largest options exchange in the U.S. and the largest stock exchange by value traded in Europe. In addition, the company is one of the largest stock exchange operators in the U.S. and a leading market globally for ETP trading.

The company is headquartered in Chicago with offices in Kansas City, New York, London, Amsterdam, San Francisco, Singapore, Hong Kong and Ecuador. For more information, visit www.cboe.com.

- More -

 

 

6 of 12

PICTURE 8

 

News Release

Page 6 of 12

 

 

Cautionary Statements Regarding Forward-Looking Information

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. All statements that reflect our expectations, assumptions or projections about the future other than statements of historical fact are forward-looking statements. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements.

We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Some factors that could cause actual results to differ include: the loss of our right to exclusively list and trade certain index options and futures products; economic, political and market conditions; compliance with legal and regulatory obligations; price competition and consolidation in our industry; decreases in trading volumes, market data fees or a shift in the mix of products traded on our exchanges; legislative or regulatory changes; potential difficulties in our migration of trading platforms and our ability to retain employees as a result of the acquisition of Bats Global Markets, Inc.; our ability to protect our systems and communication networks from security risks, cybersecurity risks, insider threats and unauthorized disclosure of confidential information; increasing competition by foreign and domestic entities; our dependence on and exposure to risk from third parties; fluctuations to currency exchange rates; our index providers’ ability to maintain the quality and integrity of their indexes and to perform under our agreements; our ability to operate our business without violating the intellectual property rights of others and the costs associated with protecting our intellectual property rights; our ability to attract and retain skilled management and other personnel, including those experienced with post-acquisition integration; our ability to accommodate trading volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems; misconduct by those who use our markets or our products; challenges to our use of open source software code; our ability to meet our compliance obligations, including managing potential conflicts between our regulatory responsibilities and our for-profit status; damage to our reputation; the ability of our compliance and risk management methods to effectively monitor and manage our risks; our ability to manage our growth and strategic acquisitions or alliances effectively; restrictions imposed by our debt obligations; our ability to maintain an investment grade credit rating; impairment of our goodwill, investments or intangible assets; and the accuracy of our estimates and expectations. More detailed information about factors that may affect our actual results to differ may be found in our filings with the SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2018 and other filings made from time to time with the SEC.

We do not undertake, and we expressly disclaim, any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

The condensed consolidated statements of income and balance sheets are unaudited and subject to reclassification.

 

 

 

 

 

 

 

 

Cboe Media Contacts:

    

 

    

    

Analyst Contact:

Angela Tu

 

Stacie Fleming

 

 

Debbie Koopman

(646) 856‑8734

 

44‑20‑7012‑8950

 

 

(312) 786‑7136

atu@cboe.com

 

sfleming@cboe.com

 

 

dkoopman@cboe.com

 

 

CBOE-F

 

 

Trademarks:

Cboe®, Cboe Global Markets®, Bats®, BZX®, BYX®, EDGX®, EDGA®, Cboe Volatility Index® and VIX® are registered trademarks and SPX SM is a service mark of Cboe Global Markets, Inc. and its subsidiaries. All other trademarks and service marks are the property of their respective owners.

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PICTURE 8

 

News Release

Page 7 of 12

 

 

Cboe Global Markets, Inc.

Key Performance Statistics by Business Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2Q 2019

    

1Q 2019

    

4Q 2018

    

3Q 2018

    

2Q 2018

    

Options (ADV in thousands)

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

Total industry ADV

 

 

19,274

 

 

19,193

 

 

22,450

 

 

18,292

 

 

18,807

 

Total company Options ADV

 

 

7,261

 

 

7,063

 

 

8,610

 

 

6,733

 

 

7,095

 

Multiply-listed options

 

 

5,329

 

 

5,215

 

 

6,067

 

 

4,965

 

 

5,264

 

Index options

 

 

1,932

 

 

1,848

 

 

2,543

 

 

1,768

 

 

1,831

 

Total Options Market Share

 

 

37.7

%

 

36.8

%

 

38.4

%

 

36.8

%

 

37.7

%

Total Options RPC:

 

$

0.238

 

$

0.240

 

$

0.280

 

$

0.244

 

$

0.241

 

Multiply-listed options

 

$

0.058

 

$

0.067

 

$

0.083

 

$

0.068

 

$

0.063

 

Index options

 

$

0.736

 

$

0.730

 

$

0.750

 

$

0.737

 

$

0.753

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Equities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total industry ADV (shares in billions)

 

 

6.9

 

 

7.5

 

 

8.5

 

 

6.3

 

 

6.9

 

Market share %  

 

 

15.7

%  

 

16.0

%  

 

17.8

%  

 

17.5

%  

 

18.9

%  

Net capture (per 100 touched shares)

 

$

0.028

 

$

0.029

 

$

0.027

 

$

0.026

 

$

0.023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Futures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADV (in thousands)

 

 

257

 

 

231

 

 

338

 

 

239

 

 

258

 

RPC

 

$

1.748

 

$

1.739

 

$

1.697

 

$

1.709

 

$

1.633

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

European Equities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total industry ADNV (Euros - in billions)

 

40.8

 

41.7

 

46.7

 

41.4

 

47.4

 

Market share %  

 

 

20.3

%  

 

22.1

%  

 

22.7

%  

 

23.1

%  

 

22.2

%  

Net capture (bps)

 

 

0.224

 

 

0.210

 

 

0.200

 

 

0.195

 

 

0.183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Global FX

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Market share %  

 

 

15.2

%  

 

15.8

%  

 

15.3

%  

 

14.8

%  

 

14.9

%  

ADNV ($ in billions)

 

$

32.5

 

$

36.5

 

$

35.1

 

$

34.6

 

$

38.4

 

Net capture (per one million dollars traded)

 

$

2.65

 

$

2.61

 

$

2.63

 

$

2.63

 

$

2.56

 

 

ADV = average daily volume; ADNV = average daily notional value.

RPC, average revenue per contract, for options and futures represents total net transaction fees recognized for the period divided by total contracts traded during the period.

U.S. Equities, "net capture per 100 touched shares" refers to transaction fees less liquidity payments and routing and clearing costs divided by the product of one-hundredth ADV of touched shares on BZX, BYX, EDGX and EDGA and the number of trading days.

European Equities, "net capture per matched notional value" refers to transaction fees less liquidity payments in British pounds divided by the product of matched ADNV in British pounds and the number of trading days.

Global FX, "net capture per one million dollars traded" refers to net transaction fees divided by the product of one-millionth of ADNV traded on the Cboe FX market, the number of trading days, and two, which represents the buyer and seller that are both charged on the transaction. Market Share represents Cboe FX volume divided by the total volume of publicly reporting spot FX venues (Cboe FX, EBS, Refinitiv, and FastMatch).

Average transaction fees per contract can be affected by various factors, including exchange fee rates, volume-based discounts and transaction mix by contract type and product type.

- More -

 

 

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PICTURE 8

 

News Release

Page 8 of 12

 

 

Cboe Global Markets, Inc. and Subsidiaries

Condensed Consolidated Statements of Income (Unaudited)

Three Months and Six Months Ended June  30, 2019 and 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended  June 30, 

 

Six Months Ended  June 30, 

(in millions, except per share amounts)

    

2019

    

2018

    

2019

    

2018

Revenue:

    

 

  

    

 

  

    

 

  

    

 

  

Transaction fees

 

$

426.9

 

$

464.8

 

$

856.2

 

$

1,011.9

Access and capacity fees

 

 

54.5

 

 

52.2

 

 

108.9

 

 

102.8

Market data fees

 

 

51.8

 

 

52.5

 

 

103.4

 

 

106.7

Regulatory fees

 

 

79.7

 

 

89.3

 

 

138.4

 

 

205.6

Other revenue

 

 

7.7

 

 

8.7

 

 

15.2

 

 

18.2

Total Revenues

 

 

620.6

 

 

667.5

 

 

1,222.1

 

 

1,445.2

Cost of Revenues:

 

 

  

 

 

  

 

 

  

 

 

  

Liquidity payments

 

 

235.8

 

 

271.1

 

 

479.5

 

 

574.0

Routing and clearing

 

 

9.2

 

 

9.8

 

 

18.4

 

 

20.1

Section 31 fees

 

 

70.3

 

 

81.1

 

 

118.5

 

 

189.9

Royalty fees

 

 

21.9

 

 

22.0

 

 

42.9

 

 

49.2

Other

 

 

0.2

 

 

 -

 

 

0.2

 

 

 -

Total Cost of Revenues

 

 

337.4

 

 

384.0

 

 

659.5

 

 

833.2

Revenues Less Cost of Revenues

 

 

283.2

 

 

283.5

 

 

562.6

 

 

612.0

Operating Expenses:

 

 

  

 

 

  

 

 

  

 

 

  

Compensation and benefits

 

 

52.2

 

 

57.4

 

 

100.3

 

 

116.3

Depreciation and amortization

 

 

43.7

 

 

50.4

 

 

90.9

 

 

104.6

Technology support services

 

 

11.8

 

 

11.8

 

 

23.7

 

 

23.9

Professional fees and outside services

 

 

19.2

 

 

17.3

 

 

35.4

 

 

35.3

Travel and promotional expenses

 

 

3.0

 

 

3.5

 

 

5.6

 

 

7.2

Facilities costs

 

 

3.0

 

 

2.9

 

 

5.1

 

 

5.3

Acquisition-related costs

 

 

20.8

 

 

8.6

 

 

23.1

 

 

17.4

Other expenses

 

 

4.3

 

 

2.5

 

 

7.9

 

 

5.2

Total Operating Expenses

 

 

158.0

 

 

154.4

 

 

292.0

 

 

315.2

Operating Income

 

 

125.2

 

 

129.1

 

 

270.6

 

 

296.8

Non-operating (Expense)/Income:

 

 

  

 

 

  

 

 

  

 

 

  

Interest expense, net

 

 

(10.0)

 

 

(9.3)

 

 

(19.9)

 

 

(18.9)

Other (expense) income

 

 

4.4

 

 

 -

 

 

(4.4)

 

 

1.3

Total Non-operating (Expense)/Income

 

 

(5.6)

 

 

(9.3)

 

 

(24.3)

 

 

(17.6)

Income Before Income Tax Provision

 

 

119.6

 

 

119.8

 

 

246.3

 

 

279.2

Income tax provision

 

 

35.1

 

 

36.8

 

 

67.7

 

 

78.1

Net Income

 

 

84.5

 

 

83.0

 

 

178.6

 

 

201.1

Net loss attributable to redeemable noncontrolling interest

 

 

3.8

 

 

0.3

 

 

4.0

 

 

0.6

Net Income Excluding Redeemable Noncontrolling Interest

 

 

88.3

 

 

83.3

 

 

182.6

 

 

201.7

Change in redemption value of redeemable noncontrolling interest

 

 

(0.2)

 

 

(0.3)

 

 

(0.4)

 

 

(0.6)

Net income allocated to participating securities

 

 

(0.5)

 

 

(0.6)

 

 

(1.1)

 

 

(1.4)

Net Income Allocated to Common Stockholders

 

$

87.6

 

$

82.4

 

$

181.1

 

$

199.7

Net Income Per Share Allocated to Common Stockholders:

 

 

  

 

 

  

 

 

  

 

 

  

Basic earnings per share

 

$

0.79

 

$

0.74

 

$

1.62

 

$

1.78

Diluted earnings per share

 

 

0.78

 

 

0.73

 

 

1.62

 

 

1.77

Weighted average shares used in computing income per share:

 

 

 

 

 

  

 

 

  

 

 

  

Basic

 

 

111.5

 

 

112.0

 

 

111.5

 

 

112.2

Diluted

 

 

111.6

 

 

112.3

 

 

111.6

 

 

112.6

 

     

- More -

 

 

9 of 12

PICTURE 8

 

News Release

Page 9 of 12

 

 

Cboe Global Markets, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

June  30, 2019 and December 31, 2018

 

 

 

 

 

 

 

 

 

June 30, 

    

December 31, 

(in millions)

    

2019

    

2018

Assets

 

 

  

 

 

  

Current Assets:

 

 

  

 

 

  

Cash and cash equivalents

 

$

161.3

 

$

275.1

Financial investments

 

 

82.9

 

 

35.7

Accounts receivable, net

 

 

245.9

 

 

287.3

Income taxes receivable

 

 

70.4

 

 

70.4

Other current assets

 

 

16.9

 

 

15.2

Total Current Assets

 

 

577.4

 

 

683.7

 

 

 

 

 

 

 

Investments

 

 

63.5

 

 

86.2

Land

 

 

 —

 

 

4.9

Property and equipment, net

 

 

50.7

 

 

71.7

Property held for sale

 

 

21.0

 

 

 —

Operating lease right of use assets

 

 

54.0

 

 

 —

Goodwill

 

 

2,680.0

 

 

2,691.4

Intangible assets, net

 

 

1,646.5

 

 

1,720.2

Other assets, net

 

 

66.2

 

 

62.9

Total Assets

 

$

5,159.3

 

$

5,321.0

 

 

 

 

 

 

 

Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

144.7

 

$

198.5

Section 31 fees payable

 

 

119.2

 

 

81.1

Deferred revenue

 

 

13.2

 

 

8.5

Income taxes payable

 

 

3.2

 

 

4.1

Current portion of long-term debt

 

 

 —

 

 

299.8

Contingent consideration liability

 

 

5.5

 

 

3.9

Total Current Liabilities

 

 

285.8

 

 

595.9

 

 

 

 

 

 

 

Long-term debt

 

 

916.6

 

 

915.6

Income tax liability

 

 

127.3

 

 

114.9

Deferred income taxes

 

 

426.7

 

 

436.8

Non-current operating lease liabilities

 

 

46.9

 

 

 —

Other non-current liabilities

 

 

23.2

 

 

7.4

Total Liabilities

 

 

1,826.5

 

 

2,070.6

 

 

 

 

 

 

 

Redeemable Noncontrolling Interest

 

 

5.8

 

 

9.4

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

Preferred stock

 

 

 —

 

 

 —

Common stock

 

 

1.2

 

 

1.2

Common stock in treasury, at cost

 

 

(764.6)

 

 

(720.1)

Additional paid-in capital

 

 

2,680.4

 

 

2,660.2

Retained earnings

 

 

1,401.9

 

 

1,288.2

Accumulated other comprehensive income, net

 

 

8.1

 

 

11.5

Total Stockholders’ Equity

 

 

3,327.0

 

 

3,241.0

 

 

 

 

 

 

 

Total Liabilities, Redeemable Noncontrolling Interest and Stockholders' Equity

 

$

5,159.3

 

$

5,321.0

 

 

- More -

 

 

10 of 12

PICTURE 8

 

News Release

Page 10 of 12

 

 

Non-GAAP Information

In addition to disclosing results determined in accordance with GAAP, Cboe Global Markets has disclosed certain non-GAAP measures of operating performance. These measures are not in accordance with, or a substitute for, GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies. The non-GAAP measures provided in this press release include net transaction fees, adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income allocated to common stockholders and adjusted diluted earnings per share, effective tax rate on adjusted earnings, adjusted cash and financial investments, EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin.

Management believes that the non-GAAP financial measures presented in this press release, including adjusted operating income and adjusted operating expenses, provide additional and comparative information to assess trends in our core operations and a means to evaluate period-to-period comparisons. Non-GAAP financial measures disclosed by management are provided as additional information to investors in order to provide them with an alternative method for assessing our financial condition and operating results.

Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Amortization of intangible assets is inconsistent in amount and frequency and is significantly affected by the timing and size of our acquisitions. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the businesses, the relative operating performance of the businesses between periods and the earnings power of the company. Therefore, we believe performance measures excluding intangible asset amortization expense provide investors with an additional basis for comparison across accounting periods.

Acquisition-related expenses: From time to time, we have pursued small bolt-on acquisitions and in 2017 completed a larger transformative acquisition, which have resulted in expenses which would not otherwise have been incurred in the normal course of the company’s business operations. These expenses include integration costs, as well as legal, due diligence and other third party transaction costs. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. Accordingly, we exclude these costs for purposes of calculating non-GAAP measures which provide an additional analysis of Cboe’s ongoing operating performance or comparisons in Cboe’s performance between periods.

The tables below show the reconciliation of each financial measure from GAAP to non-GAAP. The non-GAAP financial measures exclude the impact of those items detailed below and are referred to as adjusted financial measures.

- More -

 

 

11 of 12

PICTURE 8

 

News Release

Page 11 of 12

 

 

Reconciliation of GAAP and non-GAAP Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

Table 4

 

June 30, 

 

June 30, 

 

(in millions, except per share amounts)

    

2019

    

2018

    

2019

    

2018

 

Reconciliation of Net Income Allocated to Common Stockholders to Non-GAAP (As shown on Table 1)

 

 

  

 

 

  

 

 

  

 

 

  

 

Net income allocated to common stockholders

    

$

87.6

  

$

82.4

  

$

181.1

  

$

199.7

 

Non-GAAP adjustments

 

 

  

 

 

  

 

 

  

 

 

  

 

Acquisition-related expenses (1)

 

 

20.8

  

 

8.6

  

 

23.1

  

 

17.4

 

Amortization of acquired intangible assets (2)

 

 

34.1

  

 

39.7

  

 

71.7

  

 

81.8

 

Change in redemption value of noncontrolling interest

 

 

0.2

  

 

0.3

  

 

0.4

  

 

0.6

 

Total Non-GAAP adjustments

 

 

55.1

  

 

48.6

  

 

95.2

  

 

99.8

 

Income tax expense related to the items above

 

 

(13.2)

  

 

(12.6)

  

 

(23.2)

  

 

(25.6)

 

Impairment charges attributed to noncontrolling interest

 

 

(3.6)

 

 

 —

 

 

(3.6)

 

 

 —

 

Net income allocated to participating securities - effect on reconciling items

 

 

(0.2)

  

 

(0.2)

  

 

(0.4)

  

 

(0.5)

 

Adjusted net income allocated to common stockholders

 

$

125.7

  

$

118.2

  

$

249.1

  

$

273.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Diluted EPS to Non-GAAP

 

 

  

 

 

  

 

 

  

 

 

  

 

Diluted earnings per common share

 

$

0.78

  

$

0.73

  

$

1.62

  

$

1.77

 

Per share impact of non-GAAP adjustments noted above

 

 

0.35

  

 

0.32

  

 

0.61

  

 

0.65

 

Adjusted diluted earnings per common share

 

$

1.13

  

$

1.05

  

$

2.23

  

$

2.43

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Operating Margin to Non-GAAP

 

 

  

 

 

  

 

 

  

 

 

  

 

Revenue less cost of revenue

 

$

283.2

  

$

283.5

  

$

562.6

  

$

612.0

 

Non-GAAP adjustments noted above

 

 

 —

  

 

 —

  

 

 —

  

 

 —

 

Adjusted revenue less cost of revenue

 

$

283.2

  

$

283.5

  

$

562.6

  

$

612.0

 

Operating expenses (3)

 

$

158.0

  

$

154.4

  

$

292.0

  

$

315.2

 

Non-GAAP adjustments noted above

 

 

54.9

  

 

48.3

  

 

94.8

  

 

99.2

 

Adjusted operating expenses

 

$

103.1

  

$

106.1

  

$

197.2

  

$

216.0

 

Operating income

 

$

125.2

  

$

129.1

  

$

270.6

  

$

296.8

 

Non-GAAP adjustments noted above

 

 

54.9

  

 

48.3

  

 

94.8

  

 

99.2

 

Adjusted operating income

 

$

180.1

  

$

177.4

  

$

365.4

  

$

396.0

 

Adjusted operating margin (4)

 

 

63.6

%  

 

62.6

%  

 

64.9

%  

 

64.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Income Tax Rate to Non-GAAP

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

119.6

 

 

119.8

 

 

246.3

 

 

279.2

 

Non-GAAP adjustments noted above

 

 

55.1

 

 

48.6

 

 

95.2

 

 

99.8

 

Adjusted income before income taxes

 

$

174.7

 

$

168.4

 

$

341.5

 

$

379.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

35.1

 

 

36.8

 

 

67.7

 

 

78.1

 

Non-GAAP adjustments noted above

 

 

13.2

 

 

12.6

 

 

23.2

 

 

25.6

 

Adjusted income tax expense

 

$

48.3

 

$

49.4

 

$

90.9

 

$

103.7

 

Adjusted income tax rate

 

 

27.7

%  

 

29.4

%  

 

26.6

%  

 

27.6

%

 

(1) This amount includes professional fees and outside services, severance, facilities expenses, impairment charges and other costs related to the company’s acquisitions.

(2) This amount represents the amortization of acquired intangible assets related to the company’s acquisitions.

(3) The company sponsors deferred compensation plans held in a rabbi trust. The expenses related to the deferred compensation plans are included in “Compensation and benefits” ($3.7 million in expense in the three and six months ended June 30, 2019), and are directly offset by deferred compensation income, expenses and dividends included within “Other income (expense)” ($3.7 million in income, expense and dividends in the three and six months ended June 30, 2019), on the consolidated statements of income. The deferred compensation plans’ expenses are not adjusted out of “adjusted operating expenses” and do not have an impact on “Income before income  taxes.”

(4) Adjusted operating margin represents adjusted operating income divided by adjusted revenue less cost of revenue.

 

 

- More -

 

 

12 of 12

PICTURE 8

 

News Release

Page 12 of 12

 

 

EBITDA Reconciliations

EBITDA (earnings before interest, income taxes, depreciation and amortization) is a widely used non-GAAP financial measure of operating performance. EBITDA margin represents EBITDA divided by revenues less cost of revenues (net revenue). It is presented as supplemental information that the company believes is useful to investors to evaluate its results because it excludes certain items that are not directly related to the company’s core operating performance. EBITDA is calculated by adding back to net income interest expense, income tax expense, depreciation and amortization. EBITDA should not be considered as substitutes either for net income, as an indicator of the company’s operating performance, or for cash flow, as a measure of the company’s liquidity. In addition, because EBITDA may not be calculated identically by all companies, the presentation here may not be comparable to other similarly titled measures of other companies. EBITDA margin represents EBITDA divided by net revenue.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Table 5

    

Three Months Ended

 

Six Months Ended

 

(in millions)

 

June 30, 

 

June 30, 

 

Reconciliation of Net Income Allocated to Common Stockholders to EBITDA and Adjusted EBITDA (Per Table 1)

    

2019

    

2018

    

2019

    

2018

 

Net income allocated to common stockholders

    

$

87.6

  

$

82.4

  

$

181.1

  

$

199.7

  

Interest expense, net

 

 

10.0

  

 

9.3

  

 

19.9

  

 

18.9

  

Income tax provision

 

 

35.1

  

 

36.8

  

 

67.7

  

 

78.1

  

Depreciation and amortization

 

 

43.7

  

 

50.4

  

 

90.9

  

 

104.6

  

EBITDA

 

$

176.4

  

$

178.9

  

$

359.6

  

$

401.3

  

EBITDA Margin ¹

 

 

62.3

%  

 

63.1

%  

 

63.9

%  

 

65.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP adjustments not included in above line items

 

 

  

 

 

  

 

 

  

 

 

  

 

Acquisition-related expenses

 

 

20.8

 

 

8.6

 

 

23.1

 

 

17.4

 

Impairment charges attributed to noncontrolling interest

 

 

(3.6)

 

 

 —

 

 

(3.6)

 

 

 —

 

Adjusted EBITDA

 

$

193.6

  

$

187.5

  

$

379.1

  

$

418.7

  

Adjusted EBITDA Margin ¹

 

 

68.4

%  

 

66.1

%  

 

67.4

%  

 

68.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Table 6

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

 

June 30, 

    

 

December 31, 

 

 

 

 

 

 

 

Reconciliation of Cash and cash equivalents to Adjusted Cash

 

2019

    

2018

 

 

 

 

 

 

 

Cash and cash equivalents

    

$

161.3

 

$

275.1

 

 

 

 

 

 

 

Financial investments

    

 

82.9

 

 

35.7

    

 

 

 

 

 

 

Less deferred compensation plan assets

 

 

(20.3)

 

 

 —

 

 

 

 

 

 

 

Less cash collected for Section 31 Fees

 

 

(88.0)

 

 

(53.1)

 

 

 

 

 

 

 

Adjusted Cash

 

$

135.9

 

$

257.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Table 7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Net Transaction Fees –Three Months Ended June 30, 2019 and 2018

 

Consolidated

 

Options Segment

 

U.S. Equities Segment

 

Futures Segment

 

European Equities Segment

 

Global FX Segment

 

Three Months Ended

 

Three Months Ended

 

Three Months Ended

 

Three Months Ended

 

Three Months Ended

 

Three Months Ended

 

June 30, 

 

June 30, 

 

June 30, 

 

June 30, 

 

June 30, 

 

June 30, 

 

2019

    

2018

 

2019

    

2018

 

2019

    

2018

 

2019

    

2018

 

2019

    

2018

 

2019

    

2018

Transaction fees

$

426.9

 

$

464.8

 

$

185.9

 

$

189.0

 

$

182.0

 

$

211.9

 

$

28.3

 

$

26.9

 

$

19.5

 

$

24.2

 

$

11.2

 

$

12.8

Liquidity payments

 

(235.8)

 

 

(271.1)

 

 

(73.3)

 

 

(75.7)

 

 

(156.2)

 

 

(185.9)

 

 

 —

 

 

 —

 

 

(6.3)

 

 

(9.5)

 

 

 —

 

 

 —

Routing and clearing

 

(9.2)

 

 

(9.8)

 

 

(3.5)

 

 

(3.8)

 

 

(5.7)

 

 

(6.0)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Net transaction fees

$

181.9

 

$

183.9

 

$

109.1

 

$

109.5

 

$

20.1

 

$

20.0

 

$

28.3

 

$

26.9

 

$

13.2

 

$

14.7

 

$

11.2

 

$

12.8

 

(1) EBITDA margin represents the respective EBITDA divided by the respective net revenue as shown in the non-GAAP reconciliations provided.

###

 

 

PICTURE 8

Exhibit 99.2

 

News Release
For Immediate Release, Page 1 of 2    

 

Cboe Global Markets Announces Election of Fredric Tomczyk to Board of Directors

 

 

CHICAGO – August 1, 2019  -- Cboe Global Markets, Inc. (Cboe: CBOE), one of the world’s largest exchange holding companies, today announced its Board of Directors elected Fredric J. Tomczyk, former President and Chief Executive Officer of TD Ameritrade Holding Corporation, to its Board of Directors on July 30, 2019.

 

Mr. Tomczyk was elected to fill a vacancy on the Board resulting from the Board increasing its size to fourteen members.

 

Mr. Tomczyk was President and Chief Executive Officer of TD Ameritrade Holding Corporation from 2008 until his retirement in  2016.  Previously, he held positions of increasing responsibility and leadership with the TD organization from 1999.  Mr. Tomczyk was also a member of the TD Ameritrade board of directors from 2006 to 2007 and 2008 to 2016.  Prior to joining the TD organization in 1999, Mr. Tomczyk was President and Chief Executive Officer of London Life.

 

“We are pleased to add a leader of Fred’s caliber to our board,” said Ed Tilly, Cboe Global Markets Chairman, President and Chief Executive Officer. “Fred has had a distinguished career and brings exceptional credentials and a wealth of industry experience to our board.”  

 

Mr. Tomczyk currently serves as a trustee of Liberty Property Trust, a publicly traded company. He also served as a director of Knight Capital Group, Inc., formerly a publicly traded company, and the Securities Industry and Financial Markets Association.  Mr. Tomczyk is a Fellow of the Institute of Chartered Accountants of Ontario.  

 

 

About Cboe Global Markets, Inc.

 

Cboe Global Markets, Inc. (Cboe: CBOE) is one of the world’s largest exchange holding companies, offering cutting-edge trading and investment solutions to investors around the world. The company is committed to relentless innovation, connecting global markets with world-class technology, and providing seamless solutions that enhance the customer experience. 

 

Cboe offers trading across a diverse range of products in multiple asset classes and geographies, including options, futures, U.S. and European equities, exchange-traded products (ETPs), global foreign exchange (FX) and multi-asset volatility products based on the Cboe Volatility Index (VIX Index), the world’s barometer for equity market volatility.

 

Cboe’s trading venues include the largest options exchange in the U.S. and the largest stock exchange by value traded in Europe.  In addition, the company is one of the largest stock exchange operators in the U.S. and a leading market globally for ETP trading.

 

The company is headquartered in Chicago with offices in Kansas City, New York, London, Amsterdam, San Francisco, Singapore, Hong Kong and Quito, Ecuador.  For more information, visit www.cboe.com .

 

 

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News Release
For Immediate Release, Page 2 of 2  

 

 

 

 

 

 

 

Media Contacts

 

 

Analyst Contact

 

 

 

 

 

Angela Tu

 

Stacie Fleming

 

Debbie Koopman

+1-646-856-8734

 

+44-20-7012-8950

 

+1-312-786-7136

atu@cboe.com

 

sfleming@cboe.com

 

koopman@cboe.com

 

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Cboe®, Cboe Volatility Index®,  VIX®  and Cboe Global Markets® are registered trademarks of Cboe Exchange, Inc. All other trademarks and service marks are the property of their respective owners.

 

 

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