CBIZ (CBZ) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 15, 2025, to elect three directors, ratify KPMG LLP as auditor, and hold a say-on-pay vote.

• Proxy materials distributed via internet and mail; shareholders encouraged to vote by proxy or in person.

• Board consists of ten members, with a mix of long-serving and newly appointed directors, including recent addition Kathy A. Raffa following the Marcum acquisition.

• Shareholder proposals for the 2026 meeting must be submitted by December 4, 2025.

Voting matters and shareholder proposals

• Proposals include election of three directors for terms expiring in 2028, ratification of KPMG LLP as auditor, and a non-binding advisory vote on executive compensation.

• Majority vote required for approval; abstentions count as votes against, broker non-votes have no effect.

• No shareholder proposals were received for inclusion in this proxy statement.

Board of directors and corporate governance

• Board divided into three classes; current nominees are Rick L. Burdick, Jerome P. Grisko, Jr., and Kathy A. Raffa.

• Board committees: Audit, Compensation and Human Capital, Nominating and Governance—all members are independent.

• Board leadership is separated between an independent Chair and CEO.

• Board and committees conducted regular and special meetings, with high attendance.

• Board self-assessment and performance reviews are conducted annually.