false 0000944148 0000944148 2023-02-06 2023-02-06

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

February 6, 2023

Date of Report (Date of earliest event reported)

 

 

CBIZ, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-32961   22-2769024

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

6050 Oak Tree Boulevard, South, Suite 500

Cleveland, Ohio 44131

(Address of principal executive offices, including zip code)

216-447-9000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

On which registered

Common Stock per value $0.01 per share   CBZ   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( §240.12b-2 of this chapter).

☐  Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02(d)

Election of New Director.

Effective February 6, 2023, the Board of CBIZ, Inc. (the “Company”) expanded the number of its directors to eleven and appointed Mr. Rodney A. Young to serve as an independent Director of CBIZ, Inc. Mr. Young will serve through the 2023 Annual Meeting, at which time he is expected to stand for election. As a non-employee director he will receive the standard compensation for a CBIZ non-employee director as outlined in the Company’s proxy statements. As a new director he has been granted 50,000 immediately vested options as of February 8, 2023. Mr. Young is not a party to any related party transactions outlined in Item 404(a) of Regulation S-K. Mr. Young will serve as an independent director of the Board. A copy of the press release is furnished herewith as Exhibit 99.1.

 

Item 8.01

Other Events.

On February 7, 2023, the Board of CBIZ, Inc. (the “Company”) authorized the continuation of the Company’s Share Repurchase Program, which has been renewed annually for the past nineteen years. This authorization renews the 5 million share authorization currently in place which expires on March 31, 2023. The Board of Directors of the Company has authorized the purchase of up to 5 million additional shares of its outstanding common stock to be obtained in open market, privately negotiated, or 10b5-1 trading plan purchases through March 31, 2024.

As of December 31, 2022, CBIZ had 50,180,154 shares of common stock outstanding. CBIZ’s Board of Directors believes that the repurchase plan is a prudent use of the Company’s financial resources, and that investing in its own shares is an attractive use of capital and an efficient means to provide value to CBIZ stockholders. CBIZ anticipates that it will obtain all of the funds necessary to purchase shares under the repurchase program, and to pay related fees and expenses, from operating cash flow and by borrowing under its credit facility. This authorization allows such purchases to the extent permitted under the Company’s current or any future credit facility, without further amendment.

 

Item 9.01(d)

Exhibits.

 

Exhibit 99.1    Press Release of CBIZ, Inc. dated August 9, 2023, announcing appointment to the CBIZ Board of Directors.
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 10, 2023
CBIZ, Inc.
By:  

/s/ Michael W. Gleespen

Name:   Michael W. Gleespen
Title:   Corporate Secretary
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