CBIZ (CBZ) Proxy Filing summary

Executive summary

• A special shareholder meeting is scheduled for October 23, 2024, to vote on a major merger transaction involving the acquisition of Marcum LLP and related entities, with a total consideration of approximately $2.3 billion, split between $1.1 billion in cash and about 14.4 million shares of common stock, representing roughly 22% of the post-transaction shares outstanding.

• The transaction includes a separate purchase of Marcum's attest business by an affiliated CPA firm, and is expected to close in Q4 2024, subject to shareholder approval and regulatory clearances.

• The board unanimously recommends voting in favor of the stock issuance and adjournment proposals, citing strategic scale, financial benefits, and alignment of interests.

Voting matters and shareholder proposals

• Shareholders will vote on two proposals: (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; the adjournment proposal also requires a majority.

• The transaction is contingent on approval of the stock issuance proposal; failure to approve may result in a $25 million termination fee.

Board of directors and corporate governance

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

• A support agreement with Marcum owners holding 41% of units includes standstill provisions and a requirement to enter into restrictive covenants.