CBIZ, Inc. Files Proxy Statement

TL;DR

CBIZ proxy filing is in, no fee needed. Standard procedure.

AI Summary

CBIZ, Inc. filed a Definitive Proxy Statement (DEFA14A) on August 1, 2024, related to soliciting materials under Rule 14a-12. The filing indicates no fee was required for this submission. The company's principal executive offices are located at 5959 Rockside Woods Blvd N, Suite 600, Independence, OH 44131.

Why It Matters

This filing is a routine but important part of corporate governance, informing shareholders about matters to be voted on and ensuring compliance with SEC regulations.

Risk Assessment

Risk Level: low — This is a standard proxy filing (DEFA14A) which typically involves routine corporate governance matters and does not inherently signal significant new risks.

Key Players & Entities

• CBIZ, Inc. (company) — Registrant
• 0001193125-24-191532 (filing_id) — Accession Number
• 20240801 (date) — Filing Date
• 5959 Rockside Woods Blvd N, Suite 600, Independence, OH 44131 (address) — Company Address

FAQ

Key Financial Figures

• $2.8 b — ses will have revenues of approximately $2.8 billion, comprise a team of over 10,000 p
• $0.03 — id, the impact of this event equates to $0.03 adjusted EPS for the second quarter and
• $6.7 million — penses. Next, we incurred approximately $6.7 million in expenses in the second quarter relat
• $1.2 b — e Marcum. With revenue of approximately $1.2 billion, this transaction is a major step
• $2.6 million — Second quarter this year, we generated $2.6 million less of nonrecurring project revenue in
• $0.04 — mpacting adjusted earnings per share by $0.04 per share. In addition, we have talke
• $2.3 million — cted quarterly revenue by approximately $2.3 million this year compared to last year. As J
• $2.5 million — r revenue was impacted by approximately $2.5 million with an earnings per share impact of ap
• $0.02 — the second quarter with an incremental $0.02 per share impact in the second quarter
• $0.05 — arter and then a year-to-date impact of $0.05 per share. And finally, as we are achie
• $600 million — 0, 2024, the balance outstanding on the $600 million unsecured facility was $381 million wit
• $381 million — the $600 million unsecured facility was $381 million with about $210 million of unused capac
• $210 million — ed facility was $381 million with about $210 million of unused capacity. With leverage of ap
• $68 million — alf of this year, we used approximately $68 million for acquisitions including earn-out pay
• $16.6 million — ayments, we expect to use approximately $16.6 million over the remainder of this year, approx

Filing Documents

• d858721ddefa14a.htm (DEFA14A) — 97KB
• 0001193125-24-191532.txt ( ) — 98KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 CBIZ, INC. (Name of Registrant as Specified In Its Charter) Not applicable. (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 In connection with the transactions contemplated by the previously announced Agreement and Plan of Merger (the Merger Agreement), dated July 30, 2024, among CBIZ, Inc., a Delaware corporation (the Company or CBIZ), Marcum LLP, a New York registered limited liability partnership (Marcum), Marcum Advisory Group LLC, a Delaware limited liability company and wholly owned subsidiary of Marcum (MAG), PMMS LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (Merger Sub), and Marcum Partners SPV LLC, a Delaware limited liability company, the Company is submitting herewith a transcript of a conference call with investors held on July 31, 2024: CBIZ, Inc.(Q2 2024 Earnings) July 31, 2024 Corporate Speakers: Lori Novickis; CBIZ, Inc.; Director of Corporate Relations Jerry Grisko; CBIZ, Inc.; President and Chief Executive Officer Ware Grove; CBIZ, Inc.; Chief Financial Officer Chris Spurio; CBIZ, Inc.; President, Financial Services Participants: Christopher Moore; CJS Securities; Analyst Andrew Nicholas; William Blair; Analyst Marc Riddick; Sidoti; Analyst PRESENTATION Operator Good morning. And welcome to the CBIZ Second Quarter and First Half 2024 Results and the Marcum Acquisition Conference Call. (Operator Instructions) Please also note, todays event is being recorded. At this time I would like to turn the floor over to Lori Novickis, Director of Corporate Relations. Maam, you may begin. Lori Novickis Good morning, everyone. And thank you for joining us on todays conference call to discuss CBIZs second quarter and first half 2024 results and the Marcum acquisition, which was also announced this morning. As a reminder, this call is being webcast and a link to the live webcast can be found on our Investor Relations page of our website cbiz.com. A replay and transcript will also be made available after the call. The press releases and investor presentations for both our second quarter and first half results, and the Marcum acquisition have been posted to the Investor Relations page of our website. We will begin with our prepared remarks of our financial results and then discuss the Marcum acquisition, followed by Q&A. The presentation for the Marcum acquisition will be referenced during this call and again, is posted on our website. Before we begin, we would like to remind you that during the call management may discuss certain non-GAAP financial measures. Reconciliations of these measures can be found in the financial tables of todays press releases and investor presentation. Todays call may also include forward-looking statements regarding our business, financial condition, results of operations, cash flows, strategies and prospects as well as with respect to the Marcum transaction. Forward-looking statements represent only estimates on the date of this call and are not intended to give any assurance of future results. Because forward-looking statements relate to matters that havent yet occurred, these statements are inherently subject to risks and uncertainties. Many factors could cause future results to differ materially and CBIZ assumes no obligation to update these statements. A more detailed description of such factors can be found in todays press releases and in our filings with the Securities and Exchange Commission. Finally, we would also like to refer you to important information in todays press releases related to the Marcum acquisition and the related proxy solicitation that we will be undertaking. Joining us for todays call are Jerry Grisko, President and Chief Executive Officer; Ware Grove, Chief Financial Officer; and Chris Spurio, President of our Financial Services division. I will now turn the call over to Jerry. Jerry? Jerry Grisko Thank you, Lori. Good morning, everyone. Earlier today we announced our agreement to acquire Marcum, the 13th largest accounting firm in the country. When this transaction closes, our combined businesses will have revenues of approximately $2.8 billion, comprise a team of over 10,000 professionals and serve more than 135,000

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View this DEFA14A filing on SEC EDGAR