CBIZ (CBZ) Proxy filing summary

Executive summary

• Grant Thornton Advisors will acquire CBIZ in an all-cash transaction valued at $5 billion, with CBIZ shareholders receiving $55.00 per share, a 54% premium to the 30-day average price.

• The combined entity will become the fifth-largest professional services, tax, and advisory provider in the U.S., with a multinational platform spanning over 20 countries and nearly $7.5 billion in revenue.

• The transaction is backed by New Mountain Capital, which is providing incremental equity investment to support the deal.

• CBIZ’s Benefits and Insurance Services segment will be separated into a new independent company, also backed by New Mountain Capital.

• The transaction is expected to close in Q4 2026, subject to shareholder and regulatory approvals.

Voting matters and shareholder proposals

• The CBIZ Board of Directors unanimously approved the merger agreement and recommends shareholders vote in favor.

• A “go-shop” period allows CBIZ to solicit alternative acquisition proposals until August 27, 2026, after which a no-shop provision applies.

• Shareholder approval is required for the transaction to proceed, and a proxy statement will be filed with the SEC.

Board of directors and corporate governance

• The board has determined the merger is fair and in the best interests of shareholders, based on a fairness opinion from Goldman Sachs.

• Upon closing, CBIZ will become a wholly owned subsidiary of Grant Thornton Advisors, and its stock will be delisted from the NYSE.

• Directors of the surviving corporation will be those of Merger Sub immediately prior to the effective time.