CBIZ (CBZ) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2026, to elect two directors, ratify KPMG LLP as auditor, and hold a say-on-pay vote.

• Proxy materials distributed electronically and by mail, with voting available online, by phone, or mail.

• Shareholders of record as of March 17, 2026, are eligible to vote; quorum requires a majority of outstanding shares.

Voting matters and shareholder proposals

• Proposals include election of two directors (Marabito and Young), auditor ratification, and advisory approval of executive compensation.

• Majority vote required for all proposals; abstentions count as votes against for auditor and compensation, but not for directors.

• Shareholder proposals for the 2027 meeting must be submitted by December 3, 2026.

Board of directors and corporate governance

• Board consists of nine members, divided into three classes; eight are independent under NYSE rules.

• Chair is independent and separate from CEO; annual self-assessments conducted.

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

• Board and committees met regularly in 2025; all directors attended at least 75% of meetings.