CBIZ (CBZ) Proxy filing summary

Executive summary

• A special meeting is scheduled for October 27, 2026, to vote on a proposed merger where shareholders will receive $55.00 per share in cash, resulting in the company becoming a wholly owned subsidiary of Viking ParentCo, Inc., an affiliate of Grant Thornton Advisors LLC.

• The board unanimously recommends approval of the merger, citing a 54% premium to the 30-day average share price and certainty of value for shareholders.

• The merger is expected to close in Q4 2026, subject to regulatory and shareholder approvals, with no financing condition attached.

• If approved, shares will be delisted from the NYSE and the company will cease to be a public entity.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) adoption of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more time is needed for voting or information.

• Approval of the merger requires a majority of outstanding shares as of September 16, 2026.

• Appraisal rights are available for shareholders who dissent and follow Delaware law procedures.

Board of directors and corporate governance

• The board, after consulting with financial and legal advisors, unanimously determined the merger is fair and in the best interests of shareholders.

• The board considered strategic alternatives, the sale process, and the negotiation history, including a go-shop period to solicit higher offers.

• Directors and executive officers collectively own approximately 4.07% of outstanding shares and intend to vote in favor of the merger.