Cboe Global Markets : 2023 Notice of Annual Meeting of Stockholders and Proxy Statement

2023

Notice of Annual Meeting of Stockholders

and Proxy Statement

March 31, 2023

Dear Cboe Stockholder:

We cordially invite you to attend the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Cboe Global Markets, Inc. to be held on Thursday, May 11, 2023, at 8:00 a.m., Central time.

The Annual Meeting will be a completely virtual meeting of stockholders and there will be no physical meeting location. You will be able to attend the Annual Meeting, vote your shares and submit questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/CBOE2023 and entering the 16-digit control number included in your proxy materials or on your proxy card. The live audio webcast of the Annual Meeting will also be available for listening to the general public.

At the Annual Meeting, you will be asked to do the following:

elect 12 directors to the Board of Directors to hold office until the next Annual Meeting of Stockholders or until their respective successors have been elected and qualified;

approve, in a non-binding resolution, the compensation paid to our executive officers;

approve, in a non-binding resolution, the frequency that we will hold a non-binding vote on the compensation paid to our executive officers;

ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2023 fiscal year; and

transact any other business that may properly come before the meeting and any adjournments and postponements of the meeting.

Enclosed with this letter are a formal notice of the Annual Meeting, a proxy statement, and a form of proxy.

Please carefully review the form of proxy that you receive to confirm that it reflects all of your shares of our stock. If you hold stock in different accounts, you may need to complete multiple proxy cards to vote all of your shares.

Whether or not you plan to attend the Annual Meeting via live audio webcast, it is important that your shares be represented and voted. Please submit your proxy by Internet or telephone, or complete, sign, date and return the enclosed proxy using the enclosed postage-paid envelope. The enclosed proxy, when returned properly executed, will be voted in the manner directed in the proxy.

We hope that you will participate in the Annual Meeting, either via live audio webcast or by proxy. Sincerely,

Edward T. Tilly

Chairman and Chief Executive Officer

CBOE GLOBAL MARKETS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Cboe Global Markets, Inc. will be held on Thursday, May 11, 2023, at 8:00 a.m., Central time.

The Annual Meeting will be a completely virtual meeting of stockholders. You will be able to attend the Annual Meeting, vote your shares and submit questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/CBOE2023 and entering the 16-digit control number included in your proxy materials or on your proxy card. Online check-in to the Annual Meeting live audio webcast will begin at 7:45 a.m., Central time, and you are encouraged to allow ample time to log in to the meeting webcast and test your computer audio system. There will be no physical meeting location.

The purpose of the Annual meeting is to:

1. Consider and act upon a proposal to elect 12 directors named in the proxy statement to the Board of Directors to hold office until the next Annual Meeting of Stockholders or until their respective successors have been elected and qualified;
2. Consider and act upon a non-binding resolution to approve the compensation paid to our executive officers;
3. Consider and act upon a non-binding resolution to approve the frequency that we will hold a non- binding vote on the compensation paid to our executive officers;
4. Consider and act upon the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2023 fiscal year; and
5. Transact any other business that may properly come before the meeting and any adjournments or postponements of the meeting.

You are entitled to vote online during the Annual Meeting and any adjournments or postponements of the meeting if you were a stockholder of record at the close of business on March 16, 2023. A list of stockholders of record will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at 433 West Van Buren Street, Chicago, Illinois, 60607.

Your vote is important. Whether or not you plan to attend, please vote as soon as possible. For additional details, please see the information under "How do I vote?" in the proxy statement.

Internet

Before the Meeting

Go to

www.proxyvote.com

Internet

During the Meeting

Go to

www.virtualshareholder

meeting.com/CBOE2023

Telephone

Call toll free

1-800-690-6903

Mail

Complete, sign, date and return the enclosed proxy using the enclosed postage-paid envelope

March 31, 2023

By Order of the Board of Directors,

Patrick Sexton

Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 11, 2023:

Notice of Annual Meeting and Proxy Statement are on our Investor Relations website at http://ir.Cboe.com.

TABLE OF CONTENTS
Proxy Statement Summary	1
Corporate Governance	5
Proposal 1-Election of Directors	5
Board Structure	15
Committees of the Board	20
Stockholder Engagement	27
Communications with Directors	27
Corporate Social Responsibility	27
Non-EmployeeDirector Compensation	29
Executive Compensation	32
Proposal 2-Advisory Vote to Approve Executive Compensation	32
Proposal 3-Advisory Vote to Approve Frequency of Executive Compensation
Vote	34
Compensation Discussion and Analysis	35
Compensation Committee Report	63
Risk Assessment	63
Summary Compensation	65
Severance, Change in Control and Employment-Related Agreements	74
Pay Ratio	79
Pay Versus Performance	80
Equity Compensation Plan Information	86
Audit Matters	87
Proposal 4-Ratification of Appointment of Independent Registered Public
Accounting Firm	87
Report of the Audit Committee	88
Other Items	90
Beneficial Ownership of Management and Directors	90
Relationships and Related Party Transactions	91
Incorporation by Reference	92
Stockholder Proposals	92
Voting Instructions	93
Appendix A-Reconciliation of Non-GAAP Financial Measures to GAAP Measures	100

We are furnishing this Proxy Statement to you in connection with a solicitation of proxies by the Board of Directors of Cboe Global Markets, Inc., a Delaware corporation, for use at the Cboe Global Markets, Inc. 2023 Annual Meeting of Stockholders on Thursday, May 11, 2023 at 8:00 a.m., Central time, and at any adjournments or postponements thereof. The approximate date on which this Proxy Statement and the accompanying form of proxy are first being sent to stockholders is March 31, 2023.

Except as otherwise indicated, the terms "the Company," "Cboe Global Markets," "we," "us" and "our" refer to Cboe Global Markets, Inc. When we use the term "Cboe Options" or "C1" we are referring to Cboe Exchange, Inc., a wholly owned subsidiary and predecessor entity of Cboe Global Markets. On February 28, 2017, we closed our acquisition of Bats Global Markets, Inc. ("Bats"). In 2020, we purchased Hanweck Associates, LLC and the assets of FT Providers, LLC, which are providers of risk analytics market data, the assets of Trade Alert, LLC, a real-time alerts and order flow analysis service provider, Cboe Clear Europe N.V. (formerly European Central Counterparty N.V.) ("Cboe Clear Europe"), an operator of a European clearinghouse, and TriAct Canada Marketplace LP ("MATCHNow"), an operator of an equities alternative trading system ("ATS") in Canada. At the end of 2020, we also purchased BIDS Trading, L.P. ("BIDS Trading"), a registered broker-dealer and operator of the BIDS ATS in the U.S., which is not a registered national securities exchange or a facility thereof. In 2021, we acquired Chi-X Holdings Limited ("Chi-X Asia Pacific"), a holding company of Cboe Japan and Cboe Australia, which are alternative market operators and providers of innovative market solutions. In 2022, we acquired (i) Cboe Digital Intermediate Holdings, LLC (formerly Eris Digital Holdings, LLC) ("Cboe Digital"), an operator of a U.S. based digital asset spot market, a regulated futures exchange, and a regulated clearinghouse, and (ii) Aequitas Innovations, Inc. ("NEO Exchange"), a fintech organization that is comprised of a fully registered Canadian securities exchange.