M&A - CBIZ, Inc.

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Form Type: 10-K

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: Update

Accession Number: 000162828025008893

Filing Summary: CBIZ, Inc. reported its annual financial results for the fiscal year ending December 31, 2024. The company experienced significant growth, with an approximate market value of $3.67 billion as of June 28, 2024. Key aspects of the document include detailed discussions on future challenges and opportunities, with a specific focus on the recent acquisition of Marcum LLP and its impact on the company's operations and market position. The risk factors detailed underscore potential volatility in receivables and dependency on key personnel which could affect operational performance. Additionally, the company noted the potential for impairment of goodwill and intangible assets as significant risks. CBIZ confirmed that all required financial documents have been submitted timely and that it is classified as a large accelerated filer. The document also outlines management's discussions of financial condition, results of operations, and market strategies for continued growth and development.

Document Link: View Document

Additional details:

Common Stock Price: 0.01


Acquisition Date: 2024-11-01


Market Value: 3.67 billion


Outstanding Shares: 53,758,439


Fiscal Year End: 2024-12-31


Form Type: 8-K

Filing Date: 2025-02-19

Corporate Action: Acquisition

Type: Update

Accession Number: 000162828025006421

Filing Summary: On February 12, 2025, CBIZ, Inc. announced compensation adjustments for its named executive officers, linked to the increased scale following the acquisition of Marcum LLP in the fourth quarter of 2024. The Compensation and Human Capital Committee approved the adjustments to bring total executive compensation closer to median levels compared to market data for similar companies. The changes include increases in base salary and long-term incentive (LTI) grants for executives such as Jerome P. Grisko, Jr. and Chris Spurio. The adjustments aim to reflect the demands and expectations arising from the Marcum acquisition, and maximum payouts for performance share units (PSUs) have been adjusted accordingly to incentivize successful integration efforts. The incoming Chief Financial Officer's compensation was previously disclosed in a prior report.

Document Link: View Document

Additional details:

Executive Officer: Jerome P. Grisko, Jr.

2025 Base Salary: $1,000,000

2025 Eip Target: 117%

2025 Lti Grant Value: $5,199,100


Executive Officer: Chris Spurio

2025 Base Salary: $875,000

2025 Eip Target: 80%

2025 Lti Grant Value: $1,800,000


Executive Officer: Michael P. Kouzelos

2025 Base Salary: $600,000

2025 Eip Target: 80%

2025 Lti Grant Value: $1,220,000


Maximum Psu Payout Adjustment: 300%


Form Type: 8-K

Filing Date: 2025-01-21

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025001946

Filing Summary: On January 15, 2025, CBIZ, Inc. expanded its Board of Directors to ten members and appointed Ms. Kathy A. Raffa as an independent director. Ms. Raffa, who retired in October 2023 as the Office Managing Partner for Marcum’s Washington, D.C. region, was nominated to the board due to the rights conferred to Marcum under the recent acquisition agreement. She is expected to serve until the 2027 Annual Meeting and will receive standard compensation for non-employee directors. The document includes a press release as Exhibit 99.1 announcing her appointment.

Document Link: View Document

Additional details:

Appointment Date: 2025-01-15


Director Name: Kathy A. Raffa


Role: independent director


Term End: 2027 Annual Meeting


Previous Title: Office Managing Partner, Marcum


Nominator: Marcum


Agreement Type: Merger Agreement


Press Release Date: 2025-01-21


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