CBIZ (CBZ) Proxy filing summary

Executive summary

• Entered into a definitive agreement to be acquired by Grant Thornton Advisors for $55.00 per share in an all-cash transaction, valuing the company at approximately $5 billion enterprise value.

• The transaction is expected to close in the fourth quarter of 2026, subject to shareholder and regulatory approvals.

• The combined entity will become a privately held company and is projected to be the fifth-largest provider of professional services, tax, and advisory services in the U.S.

• CBIZ's Benefits & Insurance Services segment will be separated into a new stand-alone entity backed by New Mountain Capital.

• No immediate changes to day-to-day operations, roles, or client relationships until the transaction closes.

Voting matters and shareholder proposals

• Shareholder approval is required for the transaction to proceed.

• A go-shop provision allows the company to seek alternative acquisition proposals for a limited period.

• Shareholders will receive $55.00 in cash per share, representing a 54% premium to the 30-day volume-weighted average share price.

Board of directors and corporate governance

• The Board conducted a rigorous process to evaluate the proposal, considering trading performance, market environment, and strategic goals.

• The Board determined the transaction provides compelling and certain value for shareholders.

• Information on directors and executive officers, including their interests, is available in the 2026 Annual Proxy.