CBIZ (CBZ) Proxy Filing summary

Executive summary

• A special meeting is called to approve the issuance of approximately 14.4 million shares of common stock and $1.1 billion in cash for the acquisition of Marcum LLP, totaling about $2.3 billion, with the transaction expected to close in Q4 2024.

• The transaction involves merging a subsidiary with Marcum Advisory Group, making it a wholly owned subsidiary, and a separate purchase of Marcum's attest business by an affiliated CPA firm.

• The stock consideration will be delivered over four years, with 5% subject to continued service, 20% delivered shortly after closing, and 75% in 36 monthly installments.

• The board recommends voting FOR both the stock issuance and adjournment proposals, which are required for NYSE compliance and transaction completion.

• The board received a fairness opinion from Perella Weinberg, confirming the financial fairness of the consideration to be paid.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the stock issuance for the merger, and (2) approval to adjourn the meeting if more time is needed to solicit votes or establish a quorum.

• Approval of the stock issuance requires a majority of shares present or represented by proxy; adjournment also requires a majority.

• The transaction is contingent on approval of the stock issuance proposal; the adjournment proposal is not contingent on any other proposal.

Board of directors and corporate governance

• Marcum will have the right to nominate one director to the board at closing, subject to governance committee recommendation and board approval.

• The board composition and management continuity are expected to support strategic benefits and be viewed favorably by stakeholders.