Edgar Filing: Cboe Global Markets, Inc.

Document

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 (Amendment No. )



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Cboe Global Markets, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2018

Notice of Annual Meeting of Stockholders

and Proxy Statement

Dear Stockholder:

We cordially invite you to attend the 2018 Annual Meeting of Stockholders (the "Annual Meeting") of Cboe Global Markets, Inc. to be held on Thursday, May 17, 2018, at 9:00 a.m., local time, on the fourth floor of our principal executive offices located at 400 South LaSalle Street, Chicago, Illinois, 60605.

At the Annual Meeting, you will be asked to do the following:


•	elect 13 directors to the Board of Directors to hold office until the next Annual Meeting of Stockholders or until their respective successors have been elected and qualified;


•	approve, in a non-binding resolution, the compensation paid to our executive officers;


•	approve the Cboe Global Markets, Inc. Employee Stock Purchase Plan;


•	ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2018 fiscal year; and


•	transact any other business that may properly come before the meeting and any adjournments and postponements of the meeting.

Enclosed with this letter are a formal notice of the Annual Meeting, a proxy statement and a form of proxy.

Please carefully review the form of proxy that you receive to confirm that it reflects all of your shares of our stock. If you hold stock in different accounts, you may need to complete multiple proxy cards to vote all of your shares.

If you plan to attend the Annual Meeting in person, please note that you will be required to provide acceptable documentation to gain access to the meeting. See the information under the heading "What do I need to do to attend the Annual Meeting?" in the attached proxy statement. If you cannot attend the Annual Meeting in person, a live webcast of the Annual Meeting will be provided on the Investor Relations section of our website at http://ir.Cboe.com, however, please submit your vote in advance. See the information under the heading "Will the Annual Meeting be webcast?" in the attached proxy statement.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted. Please submit your proxy by Internet or telephone, or complete, sign, date and return the enclosed proxy using the enclosed postage-paid envelope. The enclosed proxy, when returned properly executed, will be voted in the manner directed in the proxy.

We hope that you will participate in the Annual Meeting, either in person or by proxy.



	Sincerely,

	Edward T. Tilly
	Chairman and Chief Executive Officer

April 5, 2018

Cboe Global Markets, Inc.

400 South LaSalle Street

Chicago, Illinois 60605

_____________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

_____________

The 2018 Annual Meeting of Stockholders (the "Annual Meeting") of Cboe Global Markets, Inc. will be held on Thursday, May 17, 2018, at 9:00 a.m., local time, on the fourth floor of our principal executive offices located at 400 South LaSalle Street, Chicago, Illinois, 60605, for the following purposes:


1.	To consider and act upon a proposal to elect 13 directors named in the proxy statement to the Board of Directors to hold office until the next Annual Meeting of Stockholders or until their respective successors have been elected and qualified;


2.	To consider and act upon a non-binding resolution to approve the compensation paid to our executive officers;


3.	To consider and act upon a proposal to approve the Cboe Global Markets, Inc. Employee Stock Purchase Plan;


4.	To consider and act upon the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2018 fiscal year; and


5.	The transaction of any other business that may properly come before the meeting and any adjournments or postponements of the meeting.

You are entitled to vote at the Annual Meeting and any adjournments or postponements of the meeting if you were a stockholder of record at the close of business on March 20, 2018. We also cordially invite you to attend the meeting.

Your vote is important. Whether or not you plan to attend the meeting, please vote as soon as possible. For additional details, please see the information under the heading "How do I vote?" in the attached proxy statement.

April 5, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 17, 2018:

The notice of the Annual Meeting and proxy statement are available on the Investor Relations section of

our website at http://ir.Cboe.com/annual-proxy.

Table of Contents

TABLE OF CONTENTS



Proxy Statement Summary	1
Introduction	4
Voting Instructions and Information	4
Proposal One - Election of Directors	9
Board Structure	14
Committees of the Board	15
Stockholder Engagement	19
Communications with Directors	19
Relationships and Related Party Transactions	20
Beneficial Ownership of Management and Directors	21
Director Compensation	23
Compensation Discussion and Analysis	25
Compensation Committee Report	39
Risk Assessment	40
Summary Compensation	41
Severance, Change in Control and Employment-Related Agreements	51
Pay Ratio	55
Equity Compensation Plan Information	56
Proposal Two - Advisory Vote to Approve Executive Compensation	57
Proposal Three - Approval of the Cboe Global Markets, Inc. Employee Stock Purchase Plan	58
Proposal Four - Ratification of Appointment of Independent Registered Public Accounting Firm	63
Report of the Audit Committee	64
Incorporation by Reference	65
Stockholder Proposals	65
Appendix A - Proposed Cboe Global Markets, Inc. Employee Stock Purchase Plan	66
Appendix B - Reconciliation of Non-GAAP Financial Measures to GAAP Measures	76

Table of Contents

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider in voting your shares of our common stock. Before voting, you should carefully read this entire Proxy Statement, as well as our 2017 Annual Report to Stockholders included in this mailing, which includes a copy of our Annual Report on Form 10-K for the year ended December 31, 2017. The approximate date on which this Proxy Statement and the accompanying form of proxy are first being sent to stockholders is April 5, 2018.

2018 Annual Meeting Information



Meeting Date:	May 17, 2018
Meeting Time:	9:00 a.m. (local time)
Meeting Place:	400 South LaSalle Street; Fourth Floor
	Chicago, Illinois 60605
Record Date:	March 20, 2018

Stockholder Actions and Board of Directors Voting Recommendations



Proposal		Board Voting Recommendation	Page Reference
1.	Elect 13 directors to the Board of Directors	FOR	9
2.	Approve, in a non-binding resolution, the compensation paid to our executive officers	FOR	57
3.	Approve the Cboe Global Markets, Inc. Employee Stock Purchase Plan	FOR	58
4.	Ratify the appointment of Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm for the 2018 fiscal year	FOR	63

Director Nominee Highlights

Our director nominees exhibit an effective mix of skills, experience, diversity and fresh perspectives.



100%	100%	77%	69%	54%
●●●●●●●●●●●●●	●●●●●●●●●●●●●	●●●●●●●●●●○○○	●●●●●●●●●○○○○	●●●●●●●○○○○○○
Company's Mission	Strategy	Corporate Governance	Government Relations	Financial Markets

100%	92%	77%	62%	46%
●●●●●●●●●●●●●	●●●●●●●●●●●●○	●●●●●●●●●●○○○	●●●●●●●●○○○○○	●●●●●●○○○○○○○
Management	Independence	Risk Management	Fresh Perspective	Diversity

1 Cboe Global Markets 2018 Proxy Statement

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Corporate Performance Highlights

Cboe Global Markets and its Board of Directors are committed to a corporate mission and strategy designed to create long-term stockholder value. Our mission is "to power your potential to stay ahead of an evolving market" and is brought to life through: (1) relentless innovation to expand our diverse offering for investors around the world, (2) cutting-edge technology to connect customers to global markets, and (3) seamless solutions to enhance the customer experience through insights, education, data, analytics and more. Our strategy is to continue to define and lead the options and volatility space globally, develop unique products, form strategic alliances that leverage and complement our core business and expand our customer base.

The ongoing commitment of our team and the Board of Directors to this strategy produced the following notable 2017 business highlights.


•	Closed transformational acquisition of Bats Global Markets, Inc. ("Bats") on February 28, 2017


•	Increased share of total U.S. exchange-traded options contracts on a combined company basis to 41.4% for 2017, up from 38.7% for 2016


•	Ended 2017 with approximately $25 million in realized synergies


•	Completed migration of CFE to Bats technology platform on February 25, 2018


•	Net revenues of $995.6 million for 2017, up from $566.4 million for 2016, and net revenues on a combined company basis of $1,067.5 million for 2017, up from $1,002.8 million for 2016¹


•	Fifth consecutive year of record index option trading, with new average daily volume record highs in VIX options and futures and SPX options


•	Grew ETP listings to 250, an 82% increase from 2016, with a market share of 12% of all U.S. ETPs at year end

* As of December 31, 2017; including reinvested dividends

¹Net revenues, which is revenues less cost of revenues, as adjusted on a combined company basis, is a non-GAAP measure used by the Company and a reconciliation to GAAP revenues less cost of revenues is provided in Appendix B.

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Corporate Governance Highlights

We are committed to good corporate governance, which promotes the long-term interests of stockholders and strengthens our Board of Directors and management accountability. The following are highlights of our corporate governance framework, which is described in further detail in this Proxy Statement:



●	13 Director Nominees;	●	Regular Executive Sessions of Board and Committees;
●	12 of the 13 Director Nominees are Independent;	●	Risk Oversight by Board and Committees, including a newly formed Risk Committee;
●	Directors are Elected Annually;	●	Lead Independent Director;
●	Majority Voting Standard in Election of Directors;	●	Anti-Hedging, Anti-Pledging and Clawback Policies; and
●	Majority Voting Standard for Bylaw and Charter Amendments;	●	Independent Audit, Compensation and Nominating and Governance Committees.

Stockholder Engagement Highlights

Cboe Global Markets and its Board of Directors are also committed to fostering long-term and institution-wide relationships with stockholders and maintaining their trust and goodwill. As a result, through a variety of engagement activities, in 2017 we interacted with stockholders representing, at the time of the outreach, the following percentages of our outstanding shares of common stock.

Executive Compensation Highlights

The design of our executive compensation program, including compensation practices and independent oversight, is intended to align management's interests with those of our stockholders, including:



●	Annual cash incentive for 2017 was based on corporate performance (weighted 70%) against pre-established synergy achievement and revenue levels and individual performance (weighted 30%) against individual and Company-wide strategic goals;
●	Long-term incentive for 2017, other than the special one-time sign-on grants to Messrs. Concannon and Hemsley, was comprised of 50% time-based restricted stock units and 50% performance-based restricted stock units;
●	Performance-based compensation with limits on all incentive award payouts;
●	No excessive perquisites;
●	Clawback provisions for cash incentives and equity awards; and
●	Mandatory stock ownership and holding guidelines.

Additional Information

Please see the information under the headings "Voting Instructions and Information" and "Stockholder Proposals" for important information about this Proxy Statement, voting, the Annual Meeting, Cboe Global Markets documents available to stockholders, communications and the deadlines to submit stockholder proposals for the 2019 Annual Meeting of Stockholders. Additional questions may be directed to Investor Relations at investorrelations@Cboe.com or (312) 786-5600.

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Cboe Global Markets, Inc.

400 South LaSalle Street

Chicago, Illinois 60605

______________________

PROXY STATEMENT

______________________

ANNUAL MEETING OF STOCKHOLDERS

May 17, 2018

______________________

INTRODUCTION

We are furnishing this Proxy Statement to you in connection with a solicitation of proxies by the Board of Directors (the "Board") of Cboe Global Markets, Inc., a Delaware corporation, for use at the Cboe Global Markets, Inc. 2018 Annual Meeting of Stockholders (the "Annual Meeting") on Thursday, May 17, 2018 at 9:00 a.m., local time, and at any adjournments or postponements of the Annual Meeting. The approximate date on which this Proxy Statement and the accompanying form of proxy are first being sent to stockholders is April 5, 2018.

Except as otherwise indicated, the terms "the Company," "Cboe Global Markets," "we," "us" and "our" refer to Cboe Global Markets, Inc. Following the acquisition of Bats, on October 16, 2017, we changed our name to Cboe Global Markets, Inc. When we use the term "Cboe Options," we are referring to Cboe Exchange, Inc. (formerly known as Chicago Board Options Exchange, Incorporated), a wholly owned subsidiary and predecessor entity of Cboe Global Markets.

VOTING INSTRUCTIONS AND INFORMATION

Why did I receive these proxy materials?

Our Board is asking for your proxy in connection with the Annual Meeting. By giving us your proxy, you authorize the proxyholders (Edward T. Tilly and Patrick Sexton) to vote your shares at the Annual Meeting according to the instructions that you provide. If the Annual Meeting is adjourned or postponed, your proxy will be used to vote your shares when the meeting reconvenes.

Our 2017 Annual Report to Stockholders, which includes a copy of our Annual Report on Form 10-K for the year ended December 31, 2017 (excluding exhibits), as filed with the Securities and Exchange Commission (the "SEC"), is being mailed to stockholders with this Proxy Statement.

Who can vote at the Annual Meeting?

You are entitled to vote your shares of our common stock if you were a stockholder at the close of business on March 20, 2018, the record date for the Annual Meeting. On that date, there were 112,319,786 shares of our common stock outstanding and 345,836 unvested restricted shares of our common stock outstanding, which have been granted to our employees and directors and have voting rights at the Annual Meeting. Therefore, there are 112,665,622 shares of voting common stock outstanding, each of which entitles the holder to one vote for each matter to be voted on at the Annual Meeting. Our outstanding common stock is held by approximately 181 stockholders of record as of March 20, 2018.

Who is and is not a stockholder of record?

If you hold shares of common stock registered in your name at our transfer agent, Computershare, you are a stockholder of record.

If you hold shares of common stock indirectly through a broker, bank or similar institution, or are an employee or director who holds shares of restricted stock at Fidelity, you are not a stockholder of record, but instead hold in "street name." Please see the information under the heading "If I hold my shares in "street name" and do not provide voting instructions, can my broker still vote my shares?" for important information.

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If you are a stockholder of record, Computershare is sending these proxy materials to you directly. If you hold shares in street name, these materials are being provided to you either by the broker, bank or similar institution through which you hold your shares.

What do I need to do to attend the Annual Meeting?

Attendance at the Annual Meeting is generally limited to our stockholders and their authorized representatives. All stockholders must bring an acceptable form of identification, such as a driver's license, in order to attend the Annual Meeting in person. In addition, if you hold shares of common stock in street name and would like to attend the Annual Meeting, you will need to bring an account statement or other acceptable evidence of ownership of shares as of the close of business on March 20, 2018, the record date for the Annual Meeting.

If you hold shares in street name and you want to vote your shares in person at the Annual Meeting, you must bring a legal proxy signed by your bank, broker or nominee to the Annual Meeting.

Any representative of a stockholder who wishes to attend the Annual Meeting must present acceptable documentation evidencing his or her authority, acceptable evidence of ownership by the stockholder of common stock as described above and an acceptable form of identification. We reserve the right to limit the number of representatives for any stockholder who may attend the Annual Meeting.

Please contact Investor Relations at investorrelations@Cboe.com or (312) 786-5600 in advance of the Annual Meeting if you have questions about attending the Annual Meeting, including regarding the required documentation. If you plan to attend the Annual Meeting, please provide adequate time to pass through the security process necessary to gain access to the meeting room.

Will the Annual Meeting be webcast?

Yes. A live webcast of the Annual Meeting will be provided on the Investor Relations section of our website at http://ir.Cboe.com. On the Events and Presentations page of our Investor Relations website, click on "Listen to Webcast" for the Annual Meeting. If you miss the meeting, you can view a replay of the webcast on that site. Please note that you will not be able to vote your shares or ask questions via the webcast. Please submit your vote in advance of the Annual Meeting.

How do I vote?

You may cast your vote in one of four ways:


•	By Internet. The web address for Internet voting is www.investorvote.com/Cboe and is also on the enclosed proxy card. Internet voting is available 24 hours a day.


•	By Telephone. The number for telephone voting is 1-800-652-VOTE (8683) and is also on the enclosed proxy card. Telephone voting is available 24 hours a day.


•	By Mail. Mark the enclosed proxy card, sign and date it, and return it in the pre-paid envelope we have provided.


•	At the Annual Meeting. You may vote in person at the Annual Meeting (see "What do I need to do to attend the Annual Meeting?").

If you choose to vote by Internet, by telephone or at the Annual Meeting, then you do not need to return the proxy card. To be valid, your vote by Internet, telephone or mail must be received by May 16, 2018, the deadline specified on the proxy card. If you vote by Internet or telephone and subsequently obtain a legal proxy from your account representative, then your prior vote will be revoked regardless of whether you vote that legal proxy.

The Internet and telephone voting procedures are designed to authenticate stockholders' identities, allow stockholders to give their voting instructions and confirm that stockholders' instructions have been recorded properly. Stockholders voting by Internet or telephone should understand that, while we do not charge any fees for voting by Internet or telephone, there may nevertheless be costs that must be borne by you.

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May I change my vote?

If you are a stockholder of record, you may revoke your proxy or change your vote at any time before it is voted at the Annual Meeting by:


•	submitting a new proxy by telephone or through the Internet, after the date of the earlier voted proxy,


•	returning a signed proxy card dated later than your last proxy,


•	submitting a written revocation to the Corporate Secretary of Cboe Global Markets, Inc. at 400 South LaSalle Street, Chicago, Illinois 60605, or


•	appearing in person and voting at the Annual Meeting.

If you are a stockholder of record and need a new proxy card, to change your vote or otherwise, please contact the Corporate Secretary at the address above or via email at CorporateSecretary@Cboe.com.

If your bank, broker or other nominee holds your shares in "street name," you may revoke your proxy or change your vote only by following the separate instructions provided by your bank, broker or nominee.

To vote in person at the Annual Meeting, you must attend the meeting and cast your vote in accordance with the voting provisions established for the Annual Meeting. Attendance at the Annual Meeting without voting in accordance with the voting procedures does not, by itself, revoke a proxy. If your bank, broker or other nominee holds your shares and you want to attend and vote your shares at the Annual Meeting, you must bring a legal proxy signed by your bank, broker or nominee to the Annual Meeting.

If I submit a proxy by Internet, telephone or mail, how will my shares be voted?

If you properly submit your proxy by one of these methods, and you do not subsequently revoke your proxy, your shares of common stock will be voted in accordance with your instructions.

If you sign, date and return your proxy card but do not give voting instructions, your shares of common stock will be voted as follows:


•	FOR the election of each of our director nominees,


•	FOR the advisory vote to approve the compensation paid to our executive officers,


•	FOR the approval of the Cboe Global Markets, Inc. Employee Stock Purchase Plan,


•	FOR the ratification of the appointment of Deloitte as our independent registered public accounting firm for our 2018 fiscal year, and


•	otherwise in accordance with the judgment of the persons voting the proxy on any other matter properly brought before the Annual Meeting.

In addition, if you properly submit your proxy by one of these methods, and you do not subsequently revoke your proxy, and any other matters are properly presented at the Annual Meeting, your shares of common stock will be voted in accordance with the judgment of the persons voting the proxy on such matters. We are not aware of any other matters that will be considered at the Annual Meeting.

If I hold my shares in "street name" and do not provide voting instructions, can my broker still vote my shares?

Under the rules of various securities exchanges, brokers that have not received voting instructions from their customers 10 days prior to the meeting date may vote their customers' shares in the brokers' discretion on the proposal regarding the ratification of the appointment of Deloitte as our independent registered public accounting firm for our 2018 fiscal year, because the rules of the exchanges currently deem this a "discretionary" matter. Absent instruction, brokers will not be able to vote on any of the other matters included in this Proxy Statement. If brokers exercise their discretion in voting on

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the proposal regarding the ratification of Deloitte, a "broker non-vote" will occur as to the other matters presented for a vote at the Annual Meeting, unless you provide voting instructions.

What vote is required for adoption or approval of each matter?

Election of Directors. You may vote FOR or AGAINST each of the director nominees or you may ABSTAIN. Each nominee must receive the affirmative vote of a majority of the votes cast with respect to his or her election in order to be elected. Each nominee has tendered his or her resignation, contingent on failing to receive a majority of the votes cast in this election and acceptance by the Board. In the event any director fails to receive a majority of votes cast, the Nominating and Governance Committee will consider and make a recommendation to the Board as to whether to accept the resignation.

Advisory Vote to Approve Executive Compensation. You may vote FOR or AGAINST the advisory proposal to approve our executive compensation or you may ABSTAIN. A majority of the shares of common stock cast must be voted FOR approval of the advisory proposal in order for it to pass. Votes cast FOR or AGAINST with respect to the proposal will be counted as shares cast on the proposal.

Approval of the Cboe Global Markets, Inc. Employee Stock Purchase Plan. You may vote FOR or AGAINST the proposal to approve the Cboe Global Markets, Inc. Employee Stock Purchase Plan or you may ABSTAIN. A majority of the shares of common stock cast must be voted FOR approval of the proposal in order for it to pass. Votes cast FOR or AGAINST with respect to the proposal will be counted as shares cast on the proposal.

Ratification of the Appointment of our Independent Registered Public Accounting Firm. You may vote FOR or AGAINST the ratification of the appointment of our independent registered public accounting firm or you may ABSTAIN. A majority of the shares of common stock cast must be voted FOR ratification in order for it to pass. Votes cast FOR or AGAINST with respect to this matter will be counted as shares cast on the matter.

Abstentions and Broker Non-Votes. Abstentions and broker non-votes will not be considered a vote cast either for or against any of the matters being presented in this proxy statement. If you do not provide your broker with voting instructions, the broker cannot vote your shares on any matter other than the ratification of the appointment of our independent registered public accounting firm. A "broker non-vote" occurs when your broker submits a proxy for the meeting with respect to discretionary matters, but does not vote on non-discretionary matters because you did not provide voting instructions on these matters. In the case of a discretionary matter (i.e., the ratification of the appointment of our independent registered public accounting firm), your broker is permitted to vote your shares of common stock even when you have not given voting instructions (as described above under "If I hold my shares in "street name" and do not provide voting instructions, can my broker still vote my shares?").

How many votes are required to transact business at the Annual Meeting?

A quorum is required to transact business at the Annual Meeting. The holders of a majority of the outstanding shares of our common stock as of March 20, 2018, present in person or represented by proxy and entitled to vote, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes are treated as present for quorum purposes.

What happens if the meeting is postponed or adjourned?

Your proxy will remain valid and may be voted at the postponed or adjourned meeting. You will be able to change or revoke your proxy until it is voted.

How do I obtain more information about Cboe Global Markets, Inc.?

A copy of our 2017 Annual Report to Stockholders, which includes our Annual Report on Form 10-K, is enclosed with this Proxy Statement. The 2017 Annual Report, our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC, our Corporate Governance Guidelines, our Code of Business Conduct and Ethics and the charters for our Audit, Compensation and Nominating and Governance Committees are available on our website at http://ir.Cboe.com. In addition, we intend to disclose any future amendments to certain provisions of our Code of Business Conduct and Ethics, or any waivers of such provisions, applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions on our website at http://ir.Cboe.com.

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These documents may also be obtained, free of charge, by writing to: Cboe Global Markets, Inc., 400 South LaSalle Street, Chicago, Illinois, 60605, Attn: Investor Relations; or by sending an e-mail to: investorrelations@Cboe.com.

These documents, as well as other information about us, are also available on our website at http://ir.Cboe.com.

How do I sign up for electronic delivery of proxy materials?

This Proxy Statement and our 2017 Annual Report to Stockholders are available on our website at http://ir.Cboe.com. If you would like to help reduce our costs of printing and mailing future materials, you can consent to access these documents in the future over the Internet rather than receiving printed copies in the mail.

If you are a stockholder of record, you may sign up for this service at www.computershare.com. If you hold shares of common stock in "street name," you can contact your account representative at the broker, bank or similar institution through which you hold your shares for information regarding electronic delivery of future materials. Your consent to electronic delivery will remain in effect until you revoke it.

Who pays the expenses of this proxy solicitation?

The Company will pay the expenses of the preparation of our proxy materials and the solicitation of proxies by the Company for the Annual Meeting. Certain of our directors, officers or employees may make solicitations in person, telephonically, electronically or by other means of communication. We have also engaged Morrow Sodali LLC to assist in the solicitation and distribution of proxies. Our directors, officers and employees will receive no additional compensation for any such solicitation, and we will pay Morrow Sodali LLC a fee of $8,500 for its services, as well as reimbursements for certain expenses. We will request that banks, brokerage houses and other custodians, nominees and fiduciaries forward all of our solicitation materials to the beneficial owners of the shares that they hold of record. We will reimburse these record holders for customary clerical and mailing expenses incurred by them in forwarding these materials to customers.

If you have any questions about the Annual Meeting or need additional copies of this Proxy Statement or additional proxy cards, please contact Morrow Sodali LLC at 470 West Avenue, Stamford, Connecticut 06902. Banks and brokerage firms may call (203) 658-9400 and stockholders may call (877) 787-9239.

Who will count the vote?

The Company has engaged Computershare to serve as the inspector of elections for the Annual Meeting. As inspector of elections, Computershare will tabulate the voting results.

What does it mean if I get more than one proxy or voting instruction card?

If your shares are registered in more than one name or in more than one account, you will receive more than one card. This may occur if you hold common stock in multiple accounts, such as with different brokers in street name and as the record holder with Computershare. Please complete and return all of the proxy or voting instruction cards that you receive (or vote by telephone or through the Internet all of the shares on all of the proxy or voting instruction cards received) to ensure that all of your shares are voted.

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PROPOSAL ONE

ELECTION OF DIRECTORS

Board Composition

Our Third Amended and Restated Certificate of Incorporation provides that our Board will consist of not less than 11 and not more than 23 directors. Our Board currently has 14 directors. Each director is elected annually to serve until the next Annual Meeting of Stockholders or until his or her successor is elected or appointed and qualified, except in the event of earlier death, resignation or removal. There is no limit on the number of terms a director may serve on our Board.

General

At the Annual Meeting, our stockholders will be asked to elect the 13 director nominees set forth below, each to serve until the 2019 Annual Meeting of Stockholders. All of the director nominees have been recommended for election by our Nominating and Governance Committee and approved and nominated for election by our Board. The director nominees include two new nominees, James E. Parisi and Jill E. Sommers. In addition, with respect to Mr. Tilly, his employment agreement provides that the Company will nominate him as a director for stockholder approval at each annual meeting during his employment with us. All of the director nominees, other than Mr. Parisi and Ms. Sommers, were elected as directors by stockholders at the 2017 Annual Meeting of Stockholders.

Messrs. Boris, Mitchell and Skinner are not standing for reelection as directors at the Annual Meeting. We thank them for their dedicated service to the Cboe family. The Board intends to decrease the total number of directors constituting our entire Board to 13, reflecting its intent to fill two of the three vacancies created by these three departures.

All of the nominees have indicated their willingness to serve if elected. If any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, then shares represented by properly executed proxies will be voted at the discretion of the persons named in those proxies for such other person as the Board may designate. We do not presently expect that any of the nominees will be unavailable. Your proxy for the Annual Meeting cannot be voted for more than 13 nominees.

Qualifications and Experience

The Board believes that the skills, qualifications and experiences of the director nominees make them all highly qualified to serve on our Board, both individually and as providing complementary skills on our Board. Our director nominees also exhibit an effective mix of diverse perspectives. In addition, our Board's composition represents a balanced approach to director tenure, 8 of the 13 nominees have tenures less than 10 years, with an average tenure of approximately 7 years, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors. The following table shows the specific qualifications and experiences the Board and the Nominating and Governance Committee considered for each director.

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Nominees

Set forth below is biographical information for each of the directors nominated to serve on our Board for a one-year term until the 2019 Annual Meeting of Stockholders, as well as the reasons why the Board believes each candidate is well suited to serve as a director. The terms indicated for service include the service on the board of Cboe Options prior to our demutualization and our initial public offering in 2010.

In 2017, non-employee directors of Cboe Global Markets also served on the boards of directors and committees of Cboe Options and Cboe C2 Exchange, Inc. ("C2"). In addition, as indicated below, certain non-employee director nominees also serve on certain boards of directors and committees of our securities exchanges, which include Cboe Options, C2, Cboe BZX Exchange, Inc., Cboe BYX Exchange, Inc., Cboe EDGA Exchange, Inc. and Cboe EDGX Exchange, Inc., Cboe Futures Exchange, LLC ("CFE") and Cboe SEF, LLC ("SEF"), each a wholly owned subsidiary.

Edward T. Tilly. Mr. Tilly, 54, is our Chairman and Chief Executive Officer ("CEO"). Mr. Tilly has served as Cboe Global Markets' Chairman since February 2017 and as CEO and a director since May 2013. Prior to that, he served as our President and Chief Operating Officer from November 2011 to May 2013 and as Executive Vice Chairman from August 2006 until November 2011. He was a member of Cboe Options from 1989 until 2006, and served on its Board from 1998 through 2000, from 2003 through July 2006, and from 2013 to the present, including as Member Vice Chairman from 2004 through July 2006 and as Chairman from February 2017 to the present. Mr. Tilly currently serves on the boards of directors of our securities exchanges, the World Federation of Exchanges, Northwestern Memorial HealthCare, the Options Clearing

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Corporation and Working in the Schools. He has previously served on the board of visitors of the Weinberg College of Arts and Sciences at Northwestern University. He is also a member of the Commercial Club of Chicago and the Economic Club of Chicago. He holds a B.A. degree in Economics from Northwestern University.

Mr. Tilly has a deep understanding of the Company and the operations of our exchanges from trading on Cboe Options, representing the interests of market participants and serving in our management. He also brings significant knowledge of the global securities, futures and foreign currency exchange industries. We believe that Mr. Tilly's experience overseeing our risk management, working with the government and regulators, successfully developing and executing our strategic initiatives, as well as being Chairman and CEO of Cboe Global Markets, makes him well suited to serve on our Board.

Frank E. English, Jr. Mr. English, 72, has served on our Board since 2012. He served as Senior Advisor at W.W. Grainger, Inc. from 2011 to 2017. From 1976 through April 2011, Mr. English served in a number of positions at Morgan Stanley, including Vice Chairman, Investment Banking, where he advised numerous domestic and international clients on the use of their capital, corporate strategy and relations with stockholders. He currently serves on the boards of directors of publicly traded companies Arthur J. Gallagher & Co. and Tower International, Inc. Mr. English holds a B.B.A. degree from the University of Notre Dame.

Mr. English brings his experience advising and serving on boards of directors. His knowledge regarding capital deployment, stockholder relations and strategic planning bring an important skill set to the Board. We believe that Mr. English is well suited to serve on our Board based on his experience.

William M. Farrow III. Mr. Farrow, 63, has served on our Board since 2016. Mr. Farrow is the retired President and CEO of Urban Partnership Bank, a position he held from 2010 through 2017. Prior to that, he was the Managing Partner and CEO of FC Partners Group, LLC from 2007 to 2009, the Executive Vice President and Chief Information Officer of The Chicago Board of Trade from 2001 to 2007 and held various senior positions at Bank One Corporation. Mr. Farrow currently serves on the boards of directors of publicly traded companies Echo Global Logistics, Inc. and WEC Energy Group, Inc. and on the boards of directors of CoBank, Inc., the Federal Reserve Bank of Chicago and the NorthShore University Health Systems. Mr. Farrow previously served on the board of directors of Urban Partnership Bank. Mr. Farrow holds a B.A. degree from Augustana College and a Masters of Management from Northwestern University's Kellogg School of Management.

Mr. Farrow brings his experience as the retired President and CEO of a mission based community development financial institution to our Board. He has a strong understanding of information technology systems and the financial services and banking industry. We believe that these experiences give Mr. Farrow an important skill set that makes him well suited to serve on our Board.

Edward J. Fitzpatrick. Mr. Fitzpatrick, 51, has served on our Board since 2013. Mr. Fitzpatrick is currently Chief Financial Officer ("CFO") of Genpact Limited, a position he has held since July 2014. Prior to that, Mr. Fitzpatrick worked at Motorola Solutions, Inc. and its predecessors from 1998 through 2014 in various financial positions, including as its CFO from 2009 to 2013. Before joining Motorola, Mr. Fitzpatrick was an auditor at PricewaterhouseCoopers, LLP from 1988 to 1998. Mr. Fitzpatrick holds a B.S. degree in Accounting from Pennsylvania State University and an M.B.A. degree from The Wharton School at the University of Pennsylvania and earned his CPA certification in 1990.

Mr. Fitzpatrick brings his experience as the CFO of a public company to our Board. He has extensive experience with finance, public company responsibilities and strategic transactions. We believe that these experiences give Mr. Fitzpatrick an important skill set that makes him well suited to serve on our Board.

Janet P. Froetscher. Ms. Froetscher, 58, is President of The J.B. and M.K. Pritzker Family Foundation, a position she has held since April 2016, and has served on the Board of Cboe Global Markets since our initial public offering in 2010 and of Cboe Options from 2005 to 2017. Previously, she served as President and CEO of Special Olympics International from October 2013 until October 2015, President and CEO of the National Safety Council from 2008 until October 2013, President and CEO of the United Way of Metropolitan Chicago and in a variety of roles at the Aspen Institute, most recently as Chief Operating Officer. From 1992 to 2000, Ms. Froetscher was the executive director of the Finance Research and Advisory Committee of the Commercial Club of Chicago. She also currently serves on the board of trustees of National Lewis University. Ms. Froetscher holds a B.A. degree from the University of Virginia and a Masters of Management from Northwestern University's Kellogg School of Management. Ms. Froetscher is also a Henry Crown Fellow of the Aspen Institute.

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Ms. Froetscher brings her experiences as the President of a family foundation and former CEO of public service entities to our Board. We believe that these experiences give her leadership, operational and community engagement skills that make her well suited to serve on our Board.

Jill R. Goodman. Ms. Goodman, 51, has served on our Board since 2012. Ms. Goodman is currently Managing Director of Foros, a strategic financial and mergers and acquisitions advisory firm, a position she has held since November 2013. Previously, she served as a Managing Director and Head, Special Committee and Fiduciary Practice - U.S. at Rothschild from 2010 to October 2013. From 1998-2010, Ms. Goodman was with Lazard in the Mergers & Acquisitions and Strategic Advisory Group, most recently as Managing Director. Ms. Goodman advises companies and special committees with regard to mergers and acquisitions. Ms. Goodman graduated magna cum laude from Rice University with a B.A. degree. She received her J.D. degree, with honors, from the University of Chicago Law School.

Ms. Goodman brings extensive experience in the boardroom to the Company. Her experiences, both as an investment banker and her corporate and securities legal background, bring a unique insight with which to consider our opportunities. We believe that these experiences give her knowledge and skills that make her well suited to serve on our Board.

Roderick A. Palmore. Mr. Palmore, 66, is Senior Counsel at Dentons where he advises public and private corporations and their leadership suites on risk management and governance issues across practices and industry sectors. Mr. Palmore retired from his position as Executive Vice President, General Counsel and Chief Compliance and Risk Management Officer of General Mills, Inc. in February 2015 and has served on the Board of Cboe Global Markets since our initial public offering in 2010 and of Cboe Options from 2000 to 2017. Prior to joining General Mills in February 2008, he served as Executive Vice President and General Counsel of Sara Lee Corporation. Before joining Sara Lee, Mr. Palmore served in the U.S. Attorney's Office in Chicago and in private practice. Mr. Palmore is currently a member of the boards of directors of publicly traded companies The Goodyear Tire & Rubber Company and Express Scripts Holding Company and has previously served as a member of the boards of directors of Nuveen Investments, Inc. and the United Way of Metropolitan Chicago. Mr. Palmore holds a B.A. degree in Economics from Yale University and a J.D. degree from the University of Chicago Law School.

Through his experience as general counsel of public companies, in private practice and as an Assistant U.S. Attorney, Mr. Palmore has extensive experience in corporate governance and the legal issues facing the Company. In addition, his experience provides him with strong risk management skills. We believe that his experience makes him well suited to serve on our Board.

James E. Parisi. Mr. Parisi, 53, is a new nominee to our Board. Mr. Parisi most recently served as the Chief Financial Officer of CME Group Inc. from November 2004 to August 2014, prior to which he held positions of increasing responsibility and leadership within CME Group Inc. from 1988, including as Managing Director & Treasurer and Director, Planning & Finance. Mr. Parisi is currently a member of the boards of directors of CFE since 2016, SEF since 2017, Pursuant Health Inc. and Cotiviti Holdings, Inc., a publicly traded company. Mr. Parisi holds a B.S. degree in Finance from the University of Illinois and an M.B.A. degree from the University of Chicago.

As the retired CFO of a public company offering a diverse derivatives marketplace, Mr. Parisi has extensive knowledge of our industry and as a member of the boards of directors of CFE and SEF. His service on other company boards also gives Mr. Parisi experience with corporate governance and leadership skills. We believe that his experience makes him well suited to serve on our Board.

Joseph P. Ratterman. Mr. Ratterman, 51, has served on our Board since February 28, 2017 in connection with the closing of the acquisition of Bats. Mr. Ratterman was one of Bats' founders in 2005, and served as Chairman of Bats from 2015 until our acquisition of Bats. Mr. Ratterman also served as its Chairman from June 2007 until July 2012, as President from June 2007 until November 2014 and as CEO from June 2007 until March 2015. Mr. Ratterman is a member of the SEC's Equity Market Structure Advisory Committee and a member of the board of directors of Axoni. Mr. Ratterman holds a B.S. degree in Mathematics and Computer Science from Central Missouri State University.

Mr. Ratterman, as the former Chairman and CEO of Bats, brings significant knowledge of Bats, a large component of the Company, and the securities and futures industry. In addition to serving at Bats, he has extensive experience in a similar capacity with another industry participant. We believe that his experience in our industry makes him well suited to serve on our Board. His experience allows him to provide our Board a unique perspective on our business, competition and regulatory concerns.

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Michael L. Richter. Mr. Richter, 70, has served on our Board since February 28, 2017 in connection with the closing of the acquisition of Bats. Mr. Richter is currently a Compliance Advisor for Omega Point, a provider of quantitative analytic software to asset managers, a position he has held since 2015. In 2000, he co-founded Lime Brokerage LLC, a broker dealer and financial technology firm focused on providing customized solutions that offer exceptional reliability and scalability with leading low-latency access across multiple U.S. markets, and he served as its chief financial officer from 2000 to 2013. Mr. Richter is qualified as a Certified Public Accountant and holds a B.S. degree in Engineering from Rensselaer Polytechnic Institute and a master's degree from MIT Sloan School of Management.

Mr. Richter brings extensive experience in international banking and brokerage firms to the Company. He also has extensive experience with finance responsibilities and strategic transactions at brokerage firms, which brings a unique insight to our Board. We believe that these experiences give him knowledge and skills that make him well suited to serve on our Board.

Jill E. Sommers. Ms. Sommers, 49, is a new nominee to our Board. Ms. Sommers is currently a senior advisor to Patomak Global Partners, a financial services consultancy group, a position she has held since 2014. Previously, Ms. Sommers served as a commissioner of the Commodities Futures Trading Commission (CFTC) from 2007 to 2013 and as a member of the boards of directors of the securities exchanges of Bats from 2013 through the time of our acquisition of Bats in 2017. Ms. Sommers is currently a member of the boards of directors of our securities exchanges since 2017, CFE since 2017, SEF since 2017 and the Ethics and Compliance Initiative and a member of the advisory board of directors of Green Key Technologies. Ms. Sommers holds a B.A. degree in Political Science from the University of Kansas.

Ms. Sommers has a strong understanding of our business and the regulation of the financial and derivatives industries from her experience with the CFTC and as a member of the boards of directors of our securities exchanges, CFE and SEF. These skills, as well as her experience on other boards, make her well suited to serve on our Board.

Carole E. Stone. Ms. Stone, 70, currently serves on the board of directors of the Nuveen Funds and has served on the Board of Cboe Global Markets since our initial public offering in 2010 and of Cboe Options from 2006 to 2017. She served on the Nuveen Diversified Commodity Fund from February 2010 through March 2012 and served as director of the New York State Division of the Budget from 2000 to 2004. She has previously served as the chair of the New York Racing Association Oversight Board, as commissioner on the New York State Commission on Public Authority Reform, as chair of the Public Authorities Control Board and on the board of directors of several New York State public authorities. Ms. Stone holds a B.A. degree in Business Administration from Skidmore College.

Ms. Stone has a strong understanding of government and regulation from her experience with numerous public entities, as well as accounting and budgeting skills. She also has experience with governance matters and financial services from her service on the Nuveen boards. We believe that these skills make her well suited to serve on our Board.

Eugene S. Sunshine. Mr. Sunshine, 68, retired from his position as Senior Vice President for Business and Finance at Northwestern University in August 2014, a position he held since 1997, and has served on the Board of Cboe Global Markets since our initial public offering in 2010 and of Cboe Options from 2003 to 2017. Prior to joining Northwestern, he was Senior Vice President for administration at The John Hopkins University. At both Hopkins and Northwestern, Mr. Sunshine was CFO. Prior to joining Hopkins, Mr. Sunshine held numerous positions in New York State government, including state treasurer. He currently is a member of the boards of directors of Arch Capital Group Ltd., a publicly traded company, and Kaufman, Hall and Associates. He is a former member of the board of directors of Bloomberg L.P., KeyPath Education and National Mentor Holdings. He holds a B.A. degree from Northwestern University and a Master of Public Administration degree from the Maxwell School of Citizenship and Public Affairs at Syracuse University.

Mr. Sunshine has extensive financial skills from his education and professional experiences. He also has knowledge of the corporate governance issues facing boards from his experience serving on them. He has extensive connections in the Chicago area business community. We believe that these skills make him well suited to serve on our Board.

Each nominee must receive the affirmative vote of a majority of the votes cast with respect to his or her election in order to be elected. Each nominee has tendered his or her resignation, contingent on failing to receive a majority of the votes cast in this election and acceptance by the Board. In the event any director fails to receive a majority of votes cast, the Nominating and Governance Committee will consider and make a recommendation to the Board as to whether to accept the resignation. Abstentions and broker non-votes will not be counted as votes cast and therefore will not affect the vote.

The Board recommends that the stockholders vote FOR each of the director nominees.

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Board Structure

Independence

Our Bylaws require that, at all times, no less than two-thirds of our directors will be independent. The Nominating and Governance Committee has affirmatively determined that all of our current directors are independent under Nasdaq Global Select Market's ("Nasdaq") and BZX Exchange's ("BZX") listing standards for independence, except Mr. Tilly. In addition, R. Eden Martin and Susan M. Phillips, who resigned as directors effective February 28, 2017 in connection with the closing of the acquisition of Bats, were determined to be independent. William J. Brodsky, who resigned as a director effective February 28, 2017 in connection with the closing of the acquisition of Bats, was determined not to be independent.

All of the directors on each of the Audit, Compensation and Nominating and Governance Committees are independent. Each of these Committees reports to the Board as they deem appropriate, and as the Board may request.

Lead Director

The Board has an independent Lead Director, Mr. Boris. Our Corporate Governance Guidelines require that an independent director serve as our Lead Director. The Lead Director is elected by the Board, upon the recommendation of the Nominating and Governance Committee. In connection with Mr. Boris not standing for reelection as a director at the Annual Meeting, a new Lead Director is expected to be elected by the Board, upon the recommendation of the Nominating and Governance Committee. The Charter of the Lead Director, Appendix A to our Corporate Governance Guidelines, provides that the Lead Director's responsibilities include, among other items:


•	Chair all meetings of the non-employee and independent directors of the Board, including the executive sessions;


•	Approve agendas for Board meetings and consult with the Chairman on other matters pertinent to us and the Board;


•	Serve as a liaison between the Chairman and the independent Directors;


•	Approve meeting schedules to assure that there is sufficient time for discussion of all agenda items;


•	Advise and consult with the Chairman and CEO on the general scope and type of information to be provided in advance of Board meetings;


•	In collaboration with the Chairman and CEO, consult with the appropriate members of senior management about what information pertaining to our finances, operations, strategic alternatives, and compliance is to be sent to the Board; and


•	To perform other duties as the Board may determine.

Chairman and CEO Roles

Effective February 28, 2017, in connection with the closing of the acquisition of Bats, we combined the roles of Chairman and CEO, with Mr. Tilly serving as the Chairman and CEO. Prior to that time, the roles of Chairman and CEO, were separated, with Mr. Brodsky serving as Chairman and Mr. Tilly serving as CEO. The Board carefully considered its Board leadership structure and the benefits of continuity in leadership roles and determined that combining the roles of Chairman and CEO at this time enhances the Company's strategic alignment and supports Cboe Global Markets' ability to deliver stockholder value.

The Board periodically reviews the leadership structure and may make changes in the future based upon what the Board believes to be in the best interests of the Company and stockholders at the time. At certain points in our history, the Chairman and CEO roles have been held by the same person, and at other times, the roles have been held by different individuals. Under our Bylaws, the Chairman may, but need not be, our CEO, and the Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and CEO in any way that is in the best interests of the Company and stockholders at a given point in time based upon then-prevailing circumstances. The Board believes that the decision as to who should serve in those roles, and whether the offices should be combined or separate, should be assessed periodically by the Board, and that the Board should not be constrained by a rigid policy mandate when making these determinations.

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In addition, our Board has implemented the following elements in order to ensure independent oversight for us and for our Board:


•	requiring the Board to consist of at least two-thirds independent directors who meet regularly without management and solely with non-employee and independent directors,


•	establishing independent Audit, Compensation and Nominating and Governance Committees, and


•	appointing an independent Lead Director.

Board Oversight of Risk

The Board is responsible for overseeing our risk management processes. The Board is responsible for overseeing both our general risk management strategy and the significant risks facing us, including the risk mitigation strategies employed by management. The Board stays apprised of particular risk management matters in accordance with its general oversight responsibilities.

In 2017, the Board delegated to the Audit Committee oversight of risk management. Among its duties, the Audit Committee was responsible for reviewing our compliance, guidelines, policies and practices for identifying, assessing and managing key risks, and reviewing the adequacy and effectiveness of internal controls and procedures. In late 2017, the Board delegated to the Risk Committee oversight of risk management beginning in 2018. The Risk Committee was established on December 19, 2017 and had no meetings during 2017. Among its duties, the Risk Committee is responsible for reviewing our compliance, guidelines, policies and practices for identifying and assessing and managing key risks. The Audit Committee has been delegated oversight of risk management as it relates to the adequacy and effectiveness of internal controls and procedures and financial reporting risk. The Compensation Committee has been delegated oversight of risk management as it relates to our compensation policies and procedures. All Committees report to the full Board on a routine basis and when a matter rises to the level of a material or enterprise level risk.

Our management is responsible for daily risk management. In addition, representatives of each of our divisions attend periodic enterprise risk management meetings at which an established matrix of identified risks is reviewed to evaluate the level of potential risks facing us and to identify any new risks. This group, along with our Chief Risk Officer, provided information and recommendations to the Audit Committee in 2017 as necessary and provides information and recommendations to the Risk Committee as necessary. We believe this division of risk management responsibilities is an effective approach for addressing the enterprise risks that we face.

Board and Committee Meeting Attendance

There were 6 meetings of the Board during 2017. Each director attended at least 75% of the aggregate number of meetings of the Board and meetings of Committees of which the director was a member during 2017.

Independent Directors Meetings

Periodically, the independent directors meet separately in executive session without management. The Lead Director presides over these meetings. The independent directors met in executive session 4 times during 2017.

Annual Meeting Attendance

We encourage members of the Board to attend our annual meeting of stockholders. All of our current directors attended the 2017 Annual Meeting of Stockholders. Meetings of the Board and its Committees are being held in conjunction with the Annual Meeting. We expect all current directors will attend the Annual Meeting.

Committees of the Board

Our Board has the following six standing committees (each, a "Committee" and collectively, the "Committees"):


•	the Audit Committee,


•	the Compensation Committee,


•	the Executive Committee,

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•	the Finance and Strategy Committee,


•	the Risk Committee, and


•	the Nominating and Governance Committee.

Other than the members of the Executive Committee required to be on the Committee pursuant to our Bylaws, each of the members of the Committees was recommended by the Nominating and Governance Committee for approval by the Board for service on that Committee. Each of the Committees has a charter, of which the charters for the Audit, Compensation, Finance and Strategy, Risk, and Nominating and Governance Committees are available on the Corporate Governance page of our Investor Relations section of our website at: http://ir.Cboe.com.

The following table is a listing of the composition of our standing Board Committees during 2017 and as of March 20, 2018, including the number of meetings of each Committee during 2017. The Risk Committee was established on December 19, 2017 and had no meetings during 2017.



Director	Audit	Compensation	Executive	Finance and Strategy	Risk	Nominating and Governance
Number of meetings	11	5	—	6	—	6
Edward T. Tilly (1)			X*(2)
William J. Brodsky (1) (3)			X*(2)
James R. Boris (1)			X
Frank E. English, Jr.		X		X
William M. Farrow, III	X(4)				X(5)
Edward J. Fitzpatrick	X*	X(4)	X	X
Janet P. Froetscher		X			X(5)
Jill R. Goodman				X		X
R. Eden Martin (6)	X(6)
Christopher T. Mitchell				X(4)
Roderick A. Palmore			X		X*(5)	X
Susan M. Phillips (7)	X(7)
Joseph P. Ratterman				X(4)
Michael L. Richter	X(4)				X(5)
Samuel K. Skinner		X*	X			X
Carole E. Stone	X		X	X*		X
Eugene S. Sunshine		X	X			X*

______________________


*	Chair


(1)	The Chairman and Lead Director are both members of the Executive Committee and invited guests to the meetings of each of the other standing Board Committees.


(2)	Effective February 28, 2017, Mr. Tilly became Chair of the Executive Committee and Mr. Brodsky stepped down as the Chair and a member of the Executive Committee.


(3)	Effective February 28, 2017, Mr. Brodsky resigned from the Board and Committees of which he was a member.


(4)	Joined the Committee on May 18, 2017.


(5)	Joined the Committee upon its formation on December 19, 2017.


(6)	Effective February 28, 2017, Mr. Martin resigned from the Board and Committees of which he was a member.


(7)	Effective February 28, 2017, Ms. Phillips resigned from the Board and Committees of which she was a member.

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Audit Committee

The Audit Committee consists of 4 directors, all of whom are independent under Nasdaq and BZX listing rules, as well as under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Audit Committee consists exclusively of directors who are financially literate. In addition, Mr. Fitzpatrick has been designated as our audit committee financial expert and meets the SEC definition of that position.

The Audit Committee's responsibilities include:


•	engaging our independent auditor and overseeing its compensation, work and performance,


•	reviewing and discussing the annual and quarterly financial statements and related press releases with management and the independent auditor, and


•	reviewing transactions with related persons for potential conflict of interest situations.

The Audit Committee also meets with our independent auditor in executive session without management present and our independent auditor may communicate directly, as needed, with members of the Audit Committee and the Board at large.

Compensation Committee

The Compensation Committee consists of 5 directors, all of whom are independent under Nasdaq and BZX listing rules. The Compensation Committee has primary responsibility to approve or make recommendations to the Board for:


•	all elements and amounts of compensation for the executive officers, including any performance goals,


•	reviewing succession plans relating to the CEO and our other executive officers,


•	the adoption, amendment and termination of cash and equity-based incentive compensation plans,


•	approving any employment agreements, severance agreements or change in control agreements with executive officers, and


•	the level and form of non-employee director compensation and benefits.

Nominating and Governance Committee

The Nominating and Governance Committee consists of 5 directors, all of whom are independent under Nasdaq and BZX listing rules. The Nominating and Governance Committee's responsibilities include making recommendations to the Board on:


•	persons for election as director,


•	a director to serve as Chairman of the Board and an independent director to serve as Lead Director,


•	any stockholder proposals and nominations for director,


•	the appropriate structure, operations and composition of the Board and its Committees,


•	the Board and Committee annual self-evaluation process, and


•	the contents of the Corporate Governance Guidelines, Code of Business Conduct and Ethics and other corporate governance policies and programs.

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Criteria for Directors

We believe that each of the individuals serving on our Board has the necessary skills, qualifications and experiences to address the challenges and opportunities we face. The Nominating and Governance Committee is responsible for considering and recommending to the Board nominees for election as director, including considering each incumbent director's continued service on the Board. The Committee annually reviews the skills and characteristics required of directors in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders. In evaluating director candidates, the Committee takes into consideration many factors, including the individual's educational and professional background, whether the individual has any special experience in a relevant area, personal accomplishments and cultural experiences. In addition, the Committee may consider such other factors it deems appropriate when conducting its assessment of director candidates.

Board Self-Evaluations

The Nominating and Governance Committee is responsible for establishing and overseeing the Board's and Committees' annual self-evaluations to determine whether the Board and the Committees are functioning effectively and to identify potential areas of improvement. The annual evaluation process includes the Chairman of the Nominating and Governance Committee and the Lead Director interviewing each member of the Board and each Committee conducting its own self-evaluation by discussing various topics and subject areas related to the Committee. These discussions are then reported to the Nominating and Governance Committee and the Board for their review and consideration.

Diversity

While we do not currently have a formal diversity policy, our Corporate Governance Guidelines provide that the Nominating and Governance Committee will seek to recommend to the Board candidates for director with a diverse range of experiences, qualifications and skills in order to provide varied insights and competent guidance regarding our operations, with a goal of having a Board that reflects diverse backgrounds, experience and viewpoints. We believe that we benefit from having directors with a diversity of skills, characteristics, backgrounds and cultural experiences.

Stockholder Nominations

The Nominating and Governance Committee will consider stockholder recommendations for candidates for our Board and will consider those candidates using the same criteria applied to candidates suggested by management. Stockholders may recommend candidates for our Board by contacting the Corporate Secretary of Cboe Global Markets, Inc. at 400 South LaSalle Street, Chicago, Illinois 60605.

In addition, stockholders may formally nominate candidates for our Board to be considered at an annual meeting of stockholders through the process described below under the heading "Stockholder Proposals."

Finance and Strategy Committee

The Finance and Strategy Committee's responsibilities include approving or making recommendations to the Board regarding the budget, capital allocation, strategic plans, and acquisition or investment opportunities.

Executive Committee

The Executive Committee has the authority to exercise the powers and authority of the Board when the convening of the Board is not practicable, except as limited by its charter, the Company's Bylaws and applicable law.

Risk Committee

The Risk Committee, established on December 19, 2017, is generally responsible for, among other things, overseeing the risk assessment and risk management of the Company, including risk related to cyber security, information technology and the Company's compliance with laws, regulations, and its policies.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is a current or former officer or employee of ours. In addition, there are no compensation committee interlocks with other entities with respect to any member of the Compensation Committee.

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Stockholder Engagement

Cboe Global Markets and its Board are committed to fostering long-term and institution-wide relationships with stockholders and maintaining their trust and goodwill. As a result, each year we interact with stockholders through a variety of engagement activities. These engagements routinely cover strategy and performance, corporate governance, compensation and other current and emerging issues to ensure that our Board and management understand and address the issues that are important to our stockholders.

Our key stockholder engagement activities in 2017 included attending investor and industry conferences, conducting investor road shows in major U.S. cities and hosting meetings at our corporate headquarters. In 2017, we engaged with holders of approximately 36 percent of our common stock outstanding. This activity included heavy engagement with stockholders in connection with our acquisition of Bats.

In 2017, we also conducted an outreach specifically focused on corporate governance and proxy season trends and issues, targeting our top ten stockholders that represent nearly 50 percent of institutional holdings. Through this effort, we spoke with representatives representing nearly 28 percent of our outstanding shares at the time of the outreach. Through these discussions we gain valuable feedback, and this feedback is shared with the Board and its relevant Committees and we take steps to address any areas of improvement. These discussions also covered our executive compensation program.

In addition, our quarterly earnings calls are open to the general public and feature a live webcast. The Annual Meeting, to be held in Chicago, also includes a live webcast, so all of our stockholders may listen to the meeting remotely if they are unable to attend the meeting in person.

Communications with Directors

As provided in our Corporate Governance Guidelines, stockholders and other interested parties may communicate directly with our independent directors or the entire Board. Our policy and procedures regarding these communications are located in the Investor Relations section of our website at http://ir.Cboe.com.

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RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Our Audit Committee has responsibility for reviewing and approving all related party transactions. The Committee has adopted a related-party transactions approval policy. Under this policy, transactions between us and any executive officer, director or holder of more than 5% of our common stock, or any immediate family member of such person, must be approved or ratified by the Committee in accordance with the terms of the policy. Other than as described below, since January 1, 2017, there were no transactions in which Cboe Global Markets or any of its subsidiaries was a party, in which the amount involved exceeded $120,000 and in which a director, a director nominee, an executive officer, a security holder known to own more than 5% of our common stock or an immediate family member of any of the foregoing had, or will have, a direct or indirect material interest.

Each of our directors Christopher T. Mitchell, Joseph P. Ratterman and Michael L. Richter, each of whom joined our Board in connection with the completion of our acquisition of Bats, and each of our executive officers Christopher R. Concannon, Brian N. Schell, Christopher A. Isaacson, Mark S. Hemsley and Bryan M. Harkins, each of whom joined the Company following the completion of our acquisition of Bats, do not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K other than as reported under the heading "Interests of Bats' Directors and Executive Officers in the Merger" in the definitive joint proxy statement/prospectus dated December 9, 2016, filed by Cboe Global Markets, Inc. (formerly known as CBOE Holdings, Inc.) with the SEC on December 12, 2016, as amended and supplemented from time to time, which disclosure is incorporated herein by reference.

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BENEFICIAL OWNERSHIP OF MANAGEMENT AND DIRECTORS

The following table lists the shares of our common stock that were beneficially owned as of March 20, 2018, or as of the date otherwise indicated below, and the percentage of our common stock beneficially owned, based on 112,665,622 shares outstanding on March 20, 2018, by each of:


•	our directors and nominees,


•	our named executive officers,


•	our directors and nominees and executive officers as a group, and


•	beneficial owners of more than 5% of our common stock.



Name	Number of Shares of Common Stock(1)	Percent of Voting Common Stock
Edward T. Tilly	102,000	*
Christopher R. Concannon	142,526	*
Alan J. Dean (2)	75,052	*
Joanne Moffic-Silver	82,561	*
Mark A. Hemsley	97,654	*
Edward L. Provost (2)	91,747	*
Gerald T. O'Connell (2)	71,893	*
James R. Boris (3) (4)	13,461	*
Frank E. English, Jr.	4,214	*
William M. Farrow III	2,766	*
Edward J. Fitzpatrick	7,429	*
Janet P. Froetscher	18,061	*
Jill R. Goodman	10,214	*
Christopher T. Mitchell (4)	8,808	*
Roderick A. Palmore	17,761	*
James E. Parisi	-	*
Joseph P. Ratterman (5)	32,513	*
Michael L. Richter	22,181	*
Samuel K. Skinner (4)	18,061	*
Jill E. Sommers	-	*
Carole E. Stone	14,241	*
Eugene S. Sunshine	18,061	*
All serving directors, nominees and executive officers as a group (25 persons)	1,007,301	*
T. Rowe Price Associates, Inc. (6)	14,037,419	12.46%
The Vanguard Group (7)	11,347,583	10.07%
BlackRock, Inc. (8)	8,088,983	7.18%
FMR LLC (9)	7,139,489	6.34%

______________________


*	Less than 1%.


(1)	Amounts include 1,185 shares of unvested restricted common stock granted to each non-employee director pursuant to the Second Amended and Restated Long-Term Incentive Plan. The number of shares of unvested restricted common stock held by all directors as a group is 15,405. The restricted stock units granted to our executives, which do not

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entitle the holder to voting rights and are described in the "Summary Compensation" section of this proxy statement, are not included in this table.


(2)	As of December 31, 2017.


(3)	Amount includes 3,300 shares held by the JMJ Foundation, Inc., over which Mr. Boris has voting and dispositive power. Mr. Boris disclaims beneficial ownership of these shares.


(4)	Messrs. Boris, Mitchell and Skinner are not standing for reelection as directors at the Annual Meeting.

(5)

Consists of 1,455 shares of common stock held of record by Mr. Ratterman and 31,058 shares of common stock held of record by the Joseph P. and Sandra M. Ratterman Trust. Joseph P. Ratterman and Sandra M. Ratterman, as Trustees of the Joseph P. and Sandra M. Ratterman Trust dated September 15, 2008, or their Successors in Trust, may be deemed to share voting power and dispositive power over the shares held by the Trust.


(6)	Based on information set forth in a Schedule 13G/A filed with the SEC on February 14, 2018. The Schedule 13G/A reports that, as of December 31, 2017, T. Rowe Price Associates, Inc., 100 E. Pratt Street, Baltimore, MD 21202, has sole voting power with respect to 3,756,321 shares of common stock and sole dispositive power with respect to 14,037,419 shares of common stock.

(7)

Based on information set forth in a Schedule 13G/A filed with the SEC on January 10, 2018. The Schedule 13G/A reports that, as of December 29, 2017, The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355, has sole voting power with respect to 159,123 shares of common stock and sole dispositive power with respect to 11,175,990 shares of common stock. In addition, The Vanguard Group has shared voting power with respect to 19,669 shares of common stock and shared dispositive power with respect to 171,593 shares of common stock.


(8)	Based on information set forth in a Schedule 13G filed with the SEC on February 1, 2018. The Schedule 13G reports that, as of December 31, 2017, BlackRock Inc., 55 East 52nd Street New York, NY 10055, has sole voting power with respect to 7,219,099 shares of common stock and sole dispositive power with respect to 8,088,983 shares of common stock.


(9)	Based on information set forth in a Schedule 13G/A filed with the SEC on February 13, 2018. The Schedule 13G/A reports that, as of December 31, 2017, FMR LLC, 245 Summer Street, Boston, Massachusetts 02210, has sole voting power with respect to 913,641 shares of common stock and sole dispositive power with respect to 7,139,489 shares of common stock.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that our executive officers, directors and persons who own more than 10% of our common stock file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Executive officers, directors and greater-than-10% stockholders, if any, are required by regulation to furnish us with copies of all Forms 3, 4 and 5 that they file.

Based on our review of the copies of those forms, any amendments that we have received and written representations from our executive officers and directors, we believe that all executive officers and directors and the owners of more than 10% of our common stock complied with all of the filing requirements applicable to them with respect to transactions during the year ended December 31, 2017.

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DIRECTOR COMPENSATION

January 2017 – May 2017

In early 2016, the Compensation Committee considered a review of competitive data for Board compensation from Meridian Compensation Partners, LLC, our independent compensation consultants, and recommended that the Board make changes to the compensation of directors to be set at competitive levels. In 2017, for the Board term ending with our 2017 Annual Meeting of Stockholders, we compensated our non-employee directors as follows:


•	an annual cash retainer of $90,000,


•	an annual stock retainer valued at $100,000, based on the closing price on the date of grant,


•	a meeting fee of $1,000 for each committee meeting that a director attended,


•	Cboe Global Markets Compensation, Finance and Strategy and Nominating and Governance Committee chairs received an additional annual cash retainer of $15,000,


•	Cboe Global Markets Audit Committee and the Cboe Options and C2 Regulatory Oversight and Compliance Committee chairs received an additional annual cash retainer of $25,000,


•	the Lead Director of the Board received the cash and stock retainer that the other directors received, an additional cash retainer of $50,000 and meeting fees for the meetings of standing Committees that he attended, and


•	Mr. Brodsky, the former Chairman of the Board, who did not receive meeting fees, received the cash and stock retainer that the other directors received, and an additional cash retainer of $250,000.

May 2017 – December 2017

In early 2017, the Compensation Committee considered a review of competitive data for Board compensation from Meridian Compensation Partners, LLC, our independent compensation consultants, and recommended that the Board make changes to the compensation of directors to be set at competitive levels. In 2017, for the Board term ending with the Annual Meeting, we compensated our non-employee directors as follows:


•	an annual cash retainer of $90,000,


•	an annual stock retainer valued at $100,000, based on the closing price on the date of grant,


•	a meeting fee of $1,500 for each committee meeting that a director attended,


•	Cboe Global Markets Compensation, Finance and Strategy and Nominating and Governance Committee chairs received an additional annual cash retainer of $15,000,


•	Cboe Global Markets Audit Committee and the Cboe Options and C2 Regulatory Oversight and Compliance Committee chairs received an additional annual cash retainer of $25,000, and


•	the Lead Director of the Board, who does not receive meeting fees, received the cash and stock retainer that the other directors received and an additional cash retainer of $150,000.

Payments for meetings and the chair retainers for our non-employee directors include payments for service on certain Cboe Options and C2 board committees in addition to the Committees of the Cboe Global Markets Board.

The compensation of our non-employee directors for the year ended December 31, 2017 for their service is shown in the following table. The Risk Committee chair did not receive a cash retainer in 2017.

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2017 Director Compensation
Name	Fees Earned or Paid in Cash		Stock Awards(1)		All Other Compensation		Total
William J. Brodsky (2) (3)	$	170,000	$	—	$	63,503	$	233,503
James R. Boris	$	208,088	$	100,026	$	—	$	308,114
Edward J. Fitzpatrick	$	141,000	$	100,026	$	—	$	241,026
Frank E. English, Jr.	$	108,500	$	100,026	$	—	$	208,526
William M. Farrow, III	$	110,000	$	100,026	$	—	$	210,026
Janet P. Froetscher	$	105,000	$	100,026	$	—	$	205,026
Jill R. Goodman	$	109,000	$	100,026	$	—	$	209,026
R. Eden Martin (2)	$	48,000	$	—	$	—	$	48,000
Christopher T. Mitchell (4)	$	78,000	$	121,734	$	—	$	199,734
Roderick A. Palmore	$	127,000	$	100,026	$	—	$	227,026
Susan M. Phillips (2)	$	48,000	$	—	$	—	$	48,000
Joseph P. Ratterman (4)	$	81,000	$	121,734	$	—	$	202,734
Michael L. Richter (4)	$	89,500	$	121,734	$	—	$	211,234
Samuel K. Skinner	$	120,500	$	100,026	$	—	$	220,526
Carole E. Stone	$	136,000	$	100,026	$	—	$	236,026
Eugene S. Sunshine	$	122,500	$	100,026	$	—	$	222,526

______________________


(1)	The non-employee directors then-serving on the Board received an equity grant of restricted stock on May 18, 2017. The equity grant vests on the earlier of the one year anniversary of the grant date or the completion of the year of director service. Each of these directors holds 1,185 shares of unvested restricted stock as of December 31, 2017.

(2)

In connection with the acquisition of Bats, the equity grants of 1,581 shares granted on May 19, 2016 of unvested restricted stock to each of Messrs. Brodsky and Martin and Ms. Phillips vested on February 28, 2017. In addition, they also received in connection with the acquisition of Bats retainer payments that would have been payable to them if they had not ceased to serve on the Board prior to our 2017 Annual Meeting of Stockholders.


(3)	The amount shown in the All Other Compensation column represents $63,503 in incremental costs to the Company for office space and administrative assistance provided to Mr. Brodsky following his retirement on February 28, 2017.


(4)	Messrs. Mitchell, Ratterman and Richter, who joined the Board on February 28, 2017, also received the same compensation and equity as described above for all other directors, but on a pro rata basis for the portion of time served in 2017 until our 2017 Annual Meeting of Stockholders, which included a grant to each of 270 shares of restricted stock that vested in 2017.

Director Stock Ownership and Holding Guidelines

The Compensation Committee has adopted stock ownership and holding guidelines, which provide that each non-employee director should own stock equal to three times the cash annual retainer for directors within three years of joining the Board. For purposes of this ownership and holding requirement, (a) shares owned outright or in trust and (b) restricted stock, including shares that have been granted but are unvested, are included. In addition, each non-employee director is required to hold all of their shares until the guidelines are met, except for sales of shares to pay taxes with respect to the vesting or exercising of equity grants. Other than Mr. Farrow, who was first elected to our Board in 2016, each of the non-employee incumbent directors has met the ownership requirement as of December 31, 2017.

Director Hedging and Pledging Policies

Under our Insider Trading Policy, our directors are prohibited from entering into transactions involving options to purchase or sell our common stock or other derivatives related to our common stock. Our Insider Trading Policy also prohibits directors from entering into any pledges or margin loans on shares of our common stock. None of the directors have existing pledges or margin loans on shares of our common stock.

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

The design of our executive compensation program, including compensation practices and independent oversight, is intended to align management's interests with those of our stockholders and pay for our performance. Compensation awarded in 2017 is a result of yet another year of solid results and our transformational acquisition of Bats on February 28, 2017. In October 2017, we changed our name to Cboe Global Markets, Inc.

Compensation Governance Practices



What we do		What we don't do
●	Mitigate compensation risk	●	No hedging or pledging of Company stock
●	Enforce robust mandatory stock ownership and holding guidelines	●	No tax gross-ups upon a change in control or otherwise
●	Utilize independent compensation consultant	●	No excessive use of employment contracts
●	Active engagement with stockholders	●	No payouts for below threshold performance
●	Maintain double trigger change in control provisions in employment agreements, offer letter agreements and the Executive Severance Plan	●	No excessive perquisites
●	Provide clawback provisions for cash incentive and equity awards for executives
●	Impose maximum caps and limits on incentive award payouts

Independent Oversight

The Compensation Committee:


•	is composed solely of independent directors;


•	utilizes an independent compensation consultant; and


•	met 5 times during the year to discuss executive officer compensation, compensation practices and performance criteria.

2017 Compensation Program Overview


•	Market-competitive base salary.


•	High proportion of named executive officers' total compensation was composed of performance-based compensation.


•	Annual cash incentive for 2017 was based on corporate performance (weighted 70%) against pre-established synergy achievement and revenue levels and individual performance (weighted 30%) against individual and Company-wide strategic goals.


•	Long-term incentive for 2017, other than special one-time sign-on grants to Messrs. Concannon and Hemsley, was comprised of 50% time-based restricted stock units ("RSUs") and 50% performance-based restricted stock units ("PSUs").


•	Special one-time sign-on grants of RSUs to Messrs. Concannon and Hemsley vest in full upon the third anniversary of the acquisition of Bats, assuming continued employment until that date.


•	Market competitive retirement, medical, life and disability arrangements that are generally available to all employees.


•	Market competitive executive retirement programs.

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2017 Business Highlights

The following is a brief summary of our 2017 business highlights as they relate to the key performance metrics used in our performance-based compensation program as well as other business highlights.

•

On February 28, 2017, we completed our transformational acquisition of Bats. Following the acquisition, we are one of the world's largest exchange holding companies and a leader in providing global investors cutting-edge trading and investment solutions. Our 14 trading venues include the largest options exchange in the U.S. and the largest stock exchange by value traded in Europe, and the Company is the second-largest stock exchange operator in the U.S. and a leading market globally for exchange-traded products trading.


•	Increased share of total U.S. exchange-traded options contracts on a combined company basis for 2017 to 41.4%, up from 38.7% for 2016.


•	We ended 2017 with approximately $25 million in realized synergies, primarily seen in compensation and benefits and professional fees and outside services. We also continued to make solid progress executing on our integration plans.


•	As planned, on February 25, 2018, we completed the migration of CFE to the Bats technology platform. The migration of our trading technology onto Bats' proven platform underpins the scale and efficiency we expect to gain from the acquisition of Bats. We expect to complete the C2 migration to the Bats technology platform on May 14, 2018.


•	Realized fifth consecutive year of record index option trading, with new average daily volume record highs in VIX options and futures and SPX options.


•	Grew our ETP listings to 250, an 82% increase from 137 at the end of 2016. Of those additions, 30 are BlackRock iShares funds, which transferred from a competing marketplace in 2017. Our market share grew to 12% of all U.S. ETPs from 7% in 2016.


•	We won 32% of all new U.S. ETP listings and 62% of transfers, our highest-ever percentages, including some of the largest ETP launches this year.


•	Grew our global FX market share to approximately 13% for the year, up from 12% in 2016.


•	We continued to focus on our core index business, while extending our global reach to promote an expanded product line. We opened a satellite Hong Kong office, while continuing to leverage our presence in London and Singapore.

We believe that the performance of the Company demonstrates that management is keenly focused on obtaining short-term results, while positioning the Company for long-term growth. We also continued our integration of Bats, while achieving our previously disclosed synergy goals. Our business continued to generate strong cash flows from operations and we paid down debt and deployed capital to enhance stockholder returns while retaining the flexibility to pursue new opportunities. To that end, in 2017:


•	in keeping with our goal of consistent and sustainable dividend growth, we increased our quarterly dividend by 8% to $0.27 per share; and


•	we paid off $400 million of the $1.65 billion of debt we incurred in the aggregate to finance our acquisition of Bats.

As a result of these business highlights and capital allocation decisions, as of December 31, 2017, we achieved a total stockholder return of approximately 70% for 2017 and approximately 104% over the past three years.

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Discussion

The following is a discussion of how the total compensation awarded to, earned by or paid to each of our 2017 "named executive officers," or "NEOs," is determined. Our 2017 NEOs are:



Name	Position
Edward T. Tilly	Chairman and Chief Executive Officer
Christopher R. Concannon	President and Chief Operating Officer
Alan J. Dean	Executive Vice President, Chief Financial Officer and Treasurer
Joanne Moffic-Silver	Executive Vice President, General Counsel and Corporate Secretary
Mark S. Hemsley	Executive Vice President, President Europe
Edward L. Provost	Former President and Chief Operating Officer
Gerald T. O'Connell	Former Executive Vice President and Chief Information Officer

In connection with our acquisition of Bats, Messrs. Concannon and Hemsley joined the Company effective February 28, 2017 and Messrs. Provost's and O'Connell's last day with the Company was February 28, 2017. Information presented regarding total compensation awarded to, earned by or paid to Messrs. Concannon and Hemsley is from February 28, 2017 to December 31, 2017. Mr. Dean's last day with the Company was December 31, 2017. Ms. Moffic-Silver's last day with the Company was February 28, 2018.

Compensation Philosophy and Summary

Our executive compensation program is designed to attract and retain talented and dedicated executives who are instrumental in our achievement of key strategic business objectives. To meet these objectives, the Compensation Committee designed and implemented a program that pays a substantial portion of executive compensation based on corporate and individual performance.

The Compensation Committee believes that compensation plays a vital role in contributing to the achievement of key strategic business objectives that ultimately drive long-term business success. Accordingly, we designed our executive compensation program to focus our executives on achieving critical corporate financial and strategic goals, while taking steps to position the business for sustained growth in financial performance over time. The compensation arrangements for Messrs. Concannon and Hemsley, which are set forth in their respective employment and offer letter agreements, were determined using the same methodology as used for each of the other named executive officers. These employment and offer letter agreements are described more fully below under "Severance, Change in Control and Employment-Related Agreements."

The following table lists the various components included in total compensation for our executive officers and each element's purpose. Later sections provide additional details regarding each component.

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Total Compensation Component		Purpose
Base salary		Provides a defined amount of compensation based on the market value of the position and provides a baseline for our annual incentive plan
Annual incentive		Provides pre-established and discretionary payments designed to reward each executive for his or her contribution towards achieving our synergy and revenue results and for his or her achieving individual and strategic goals
Long-term equity awards		Aligns the interests of our executives with stockholders and motivates our executives to focus on our long-term growth and increased stockholder value
Special one-time sign-on long-term equity awards		Provides significant incentive for retention, aligns the interests of our new executives with stockholders and motivates them to focus on our long-term growth and increasing stockholder value
Benefits (retirement, medical, life and disability)		Provides competitive benefits to attract and retain executives and protects executives in a catastrophic event
Severance		Creates a stable framework by encouraging retention in times of uncertainty

The following charts are an approximate distribution of the total target 2017 compensation mix for the Chairman and Chief Executive Officer and the other named executive officers as a group (excluding Messrs. Provost and O'Connell). Total target compensation is the sum of an executive officer's 2017 base salary, target annual incentive and target value for long-term equity awards (i.e., RSUs and PSUs). The following does not reflect the Lag Grants (as defined below), Sign-on Grants (as defined below) nor the retirement benefits described below.

2017 Compensation Changes

The Board and Compensation Committee determine actual bonus payouts based on achieved results against pre-established performance metrics. For both 2016 and 2017, bonus payouts were based on achieved performance against a corporate performance metric weighted 70% and individual performance goals weighted 30%. As a result of the acquisition of Bats and our executives' focus on the integration of Bats and growing our revenues, the Compensation Committee changed the 2017 corporate performance metrics to better align the interests of our executives with our business strategy and with stockholders. For 2017, the corporate performance metrics were the achievement of synergies and revenues, compared to 2016, when the corporate performance metric was pre-tax, pre-bonus net income.

Previously, the Compensation Committee approved granting PSUs that were one-half subject to relative total stockholder return goals and one-half subject to earnings per share goals. As a result of the Bats acquisition, the Compensation Committee determined not to grant PSUs subject to earnings per share goals in 2017, due to the difficulty in setting a meaningful long-term earnings per share goal immediately following the acquisition. Therefore, the Compensation Committee

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approved granting all PSUs subject to the achievement of relative total stockholder return against pre-determined performance goals over a three-year performance period.

The Board and Compensation Committee annually review whether our compensation program rewards our executives based on the performance of the Company and with a pay mix that is in-line with our peers, without causing sudden disruptions in compensation that may result in turnover. In connection with this review, for 2017, the Board and Compensation Committee changed the methodology for granting equity awards. Previously, the Board and Compensation Committee granted a mix of RSUs and PSUs in the first quarter of the year to each executive that related to the prior service year. The equity awards were essentially granted on a one-year lag ("Lag Grants"). To align with best practices, stockholder interests and our peers, beginning in 2017, the Board and Compensation Committee granted a mix of RSUs and PSUs in the first quarter of the service year. Since 2017 is the transition year, the Summary Compensation Table below reflects both the Lag Grants for 2016 service, and the annual equity awards ("Catch-up Grants") that were granted for 2017 service. We do not plan to award equity on a one-year lag in the future. With the granting of the 2017 Catch-Up Grants, the Board and Compensation Committee believe that the new compensation cycle for executives has been established and plan to continue granting annual awards in the first quarter of the service year.

Role of the Compensation Committee

The Compensation Committee is responsible for reviewing the various components of the total compensation program for all executive officers. The Compensation Committee either approves or makes recommendations to the Board regarding compensation related decisions. To provide the Compensation Committee with advice and assistance related to the design of our incentive compensation plans, the Compensation Committee engaged Meridian Compensation Partners, LLC ("Meridian") as its independent compensation consultant. Meridian consultants regularly attend meetings of the Compensation Committee. In addition, Messrs. Tilly and Concannon generally attended in 2017 portions of the meetings of the Compensation Committee to provide information and assistance, other than when the Compensation Committee discussed the respective executive's compensation.

Independent Compensation Consultant

Meridian, our independent compensation consultant, reviews the executive compensation program and advises the Compensation Committee on best practices and plan design to help improve the Company's program's effectiveness. In addition, the consultant provides advice to the Compensation Committee on the Company's compensation peer groups and on the competitive positioning of the various components of the executive compensation program. The independent compensation consultant also meets with the Compensation Committee in executive session without management present and may communicate directly, as needed, with members of the Compensation Committee and the Board at large. Based on a review of its engagement of the independent compensation consultant and consideration of factors set forth in SEC, Nasdaq and BZX rules, the Compensation Committee determined that Meridian's work did not raise any conflicts of interest and that it is independent.

Company's Response to Stockholder Votes on Say-on-Pay and on Frequency of Stockholder Vote on Say-on-Pay

At the 2017 Annual Meeting of Stockholders, our "say-on-pay" proposal received the support of over 95% of the votes cast for approval of our 2016 executive compensation program as disclosed in our 2017 Proxy Statement, and every year since going public in 2010, we have received over 85% stockholder support of our executive compensation programs. The Compensation Committee has reviewed the results of the stockholder vote on our 2016 executive compensation program and considered such results supportive of our executive compensation program and the Compensation Committee's measured approach to modifying our compensation practices to enhance their alignment with stockholder interests. In addition, the Compensation Committee has determined that the vote result did not warrant any large-scale changes to our executive compensation program; however, the Compensation Committee continues to take steps to ensure our compensation practices remain aligned with best practices and stockholder interests.

In addition, at the 2017 Annual Meeting of Stockholders, the proposal to continue the annual frequency for holding a stockholder vote on future "say-on-pay" proposals received the support of over 85% of the votes cast. In connection with such result, the Board determined that a non-binding "say-on-pay" vote will be included annually, consistent with prior practice, in our future proxy materials until the next vote on frequency or until the Board elects to implement a different frequency for such advisory votes.

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Peer Groups and Comparative Data

Based on advice from our independent compensation consultant, the Compensation Committee continued to use two peer groups from which to derive competitive market compensation data: (i) the Securities Exchange Peer Group and (ii) the Broader Financial and Technology Industry Peer Group. The Securities Exchange Peer Group was composed of seven companies, each with a heavy focus on our industry. The Broader Financial and Technology Industry Peer Group was composed of 18 companies, and included financial services firms and technology-focused companies with corporate profiles similar to ours, with revenues ranging between one-third to three-times the Company's projected annual revenue. The Compensation Committee utilizes this two peer group model to derive meaningful compensation data due to our unique business model and to ensure that our target compensation is competitive. The Compensation Committee also uses this data as points of reference, rather than as the determining factors in setting compensation for our executive officers.



Securities Exchange Peer Group
ASX Limited		Intercontinental Exchange, Inc.
CME Group Inc.		Nasdaq, Inc.
Deutsche Borse AG		TMX Group Limited
London Stock Exchange Group plc



Broader Financial and Technology Industry Peer Group
American Capital, Ltd.		MarketAxess Holdings Inc.
Bottomline Technologies (de), Inc.		MSCI Inc.
The Dun & Bradstreet Corporation		Piper Jaffray Companies
Exlservice Holdings, Inc.		SEI Investments Company
FactSet Research Systems Inc.		SS&C Technologies Holdings, Inc.
GAIN Capital Holdings, Inc.		Syntel, Inc.
Investment Technology Group Inc.		Tyler Technologies, Inc.
Jack Henry & Associates, Inc.		The Ultimate Software Group, Inc.
Manhattan Associates, Inc.		WEX Inc.

The Compensation Committee annually reviews the two peer groups. Following the 2017 compensation decisions and following the acquisition of Bats, the Committee approved the following updates to the Broader Financial and Technology Industry Peer Group:



Added		Removed
Akamai Technologies, Inc.		American Capital, Ltd.
BGC Partners, Inc.		Bottomline Technologies (de), Inc.
E*TRADE Financial Corporation		Exlservice Holdings, Inc.
Euronet Worldwide, Inc.		Investment Technology Group Inc.
Fair Isaac Corporation		Syntel, Inc.
TransUnion
Verint Systems Inc.

These changes increased the number of peers in the Broader Financial and Technology Industry Peer Group from 18 to 20 companies. The Compensation Committee made no changes to the Securities Exchange Peer Group.

The Compensation Committee compared our corporate performance to our peer groups in the areas of revenues, gross profit, market capitalization, operating margin and number of employees. With respect to the industry-specific Securities Exchange Peer Group, the Compensation Committee recognizes that the Company falls below the median annual revenue, but believes that the Securities Exchange Peer Group is appropriate due to the limited number of competitors in our industry. With respect to the Broader Financial and Technology Industry Peer Group, the Company's annual revenue falls slightly above the median of the peer group and the Company's market capitalization falls above the median of the peer group.

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Elements of Compensation

Base Salary. The base salary for our named executive officers is designed to be part of a competitive total compensation package when compared to both of our peer groups. Base salary provides our named executive officers with a measure of certainty within their total compensation package and provides a baseline for their target payout opportunity under the annual incentive plan. In setting base salary, in addition to considering peer group data, the Compensation Committee also considered for each named executive officer the following factors:



●	position,	●	individual performance,
●	experience,	●	potential to influence our future success, and
●	industry specific knowledge,	●	total compensation.
●	level of responsibility,

For 2017, the Compensation Committee reviewed and made recommendations to the Board regarding the base salaries for each of the named executive officers, other than Messrs. Concannon and Hemsley, with input in part from Mr. Tilly regarding the individual performances of Mr. Dean, Ms. Moffic-Silver, Mr. Provost and Mr. O'Connell. Due to the acquisition of Bats, our strong corporate performance in 2016, Mr. Tilly's assumption of additional responsibilities in leading a larger company, and our goal of aligning compensation with comparative market data provided by Meridian, the base salary for Mr. Tilly increased 15% in February 2017. No changes were made to the base salaries for Mr. Dean, Ms. Moffic-Silver, Mr. Provost and Mr. O'Connell in 2017.

With respect to Messrs. Concannon and Hemsley, for 2017, the Compensation Committee reviewed and made recommendations to the Board regarding their initial base salaries upon the beginning of their employment with us. In setting base salaries, the Compensation Committee considered input in part from Mr. Tilly, the executives' pay histories at Bats and comparative market data provided by Meridian. The base salaries are set forth in their respective employment and offer letter agreements, which are described more fully below under "Severance, Change in Control and Employment-Related Agreements."

Annual Incentive. The annual incentive, or bonus, component of the total compensation package paid to our named executive officers is intended to reward performance relative to annual goals that were approved by the Board and Compensation Committee at the beginning of the year. In the first quarter following the performance year, the Compensation Committee reviews corporate and individual performance for the year and makes recommendations to the Board for annual incentives to be paid to the named executive officers.

The Compensation Committee established a target annual incentive opportunity for each of the named executive officers, other than Messrs. Concannon and Hemsley, by considering market data derived from our two peer groups, in addition to the following factors: the executive officer's job responsibilities, experience, pay history and ability to affect our success in the upcoming year. With respect to Messrs. Concannon and Hemsley, for 2017, the Compensation Committee established a target annual incentive opportunity for each of the executive officers by considering comparative market data and the following factors: the executive officer's expected job responsibilities, experience, pay history at Bats and ability to affect our success in the upcoming year, following the start of their employment with us. The initial target annual incentive opportunities for Messrs. Concannon and Hemsley are set forth in their respective employment and offer letter agreements, which are described more fully below under "Severance, Change in Control and Employment-Related Agreements."

Below are the 2017 target annual incentive amounts for the named executive officers, shown as a percentage of salary. The target annual incentive opportunity amount for Mr. Tilly increased from 150% in 2016 to 165% in February 2017, due to the acquisition of Bats, strong corporate performance in 2016, his additional responsibilities in leading a larger company and to align compensation with comparative market data provided by Meridian. We made no changes to the target annual incentive opportunity amounts for Mr. Dean, Ms. Moffic-Silver, Mr. Provost and Mr. O'Connell in 2017.

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Named Executive Officer	Target Annual Incentive Opportunity as Percentage of Base Salary
Edward T. Tilly	165%
Christopher R. Concannon	150%
Alan J. Dean	140%
Joanne Moffic-Silver	140%
Mark S. Hemsley	95%
Edward L. Provost	150%
Gerald T. O'Connell	140%

The Compensation Committee determines actual bonus payouts based on achieved results against pre-established performance metrics. The use of pre-established performance metrics creates an annual incentive plan that rewards our executive officers for superior performance, reduces payouts when performance does not meet target and eliminates payouts if performance does not meet threshold. In addition, the performance metrics create a more structured, formulaic annual incentive plan - the executive officers know throughout the year what needs to be accomplished and what specific bonus dollar amounts can be earned at different performance levels.

The Company funds the annual incentive plan for our U.S. named executive officers from a bonus pool based on the achievement of a corporate performance metric. The Compensation Committee also establishes annual performance metrics for each named executive officer that include corporate metrics and non-financial individual goals. At the beginning of 2017, the Compensation Committee established the "bonus pool" based on a percentage of the Company's adjusted pre-tax net income and allocated a fixed proportion of any bonus pool formed to our named executive officers, other than Mr. Hemsley, who is a U.K. based employee, and Messrs. Provost and O'Connell. However, the Compensation Committee maintains discretion to adjust a named executive officer's allocable share of the bonus pool based on achieved performance against corporate performance metrics (achievement of synergies and revenues) weighted 70% in the aggregate and individual performance goals weighted 30%. In no event may the Compensation Committee award an annual incentive bonus in an amount greater than a named executive officer's allocable portion of the bonus pool.

Under the annual incentive plan, the Compensation Committee established threshold, target and maximum performance levels. The Company will pay no annual incentive bonus if actual performance is below threshold. The following chart shows the aggregate bonus payout opportunity for each named executive officer at these performance levels. Mr. Hemsley receives his cash compensation in British pounds and his salary and bonus payout opportunity as reported below were converted to U.S. dollars using a rate of £1.00 to $1.35, which was the exchange rate as of December 31, 2017.



Named Executive Officer	Base Salary*	Target Annual Incentive Opportunity as Percentage of Base Salary	Annual Bonus Payout Opportunity*
Named Executive Officer	Base Salary*		Threshold	Target	Maximum
Edward T. Tilly	$1,150	165%	$569	$1,898	$3,511
Christopher R. Concannon	$1,000	150%	$450	$1,500	$2,775
Alan J. Dean	$525	140%	$221	$735	$1,360
Joanne Moffic-Silver	$433	140%	$182	$606	$1,121
Mark S. Hemsley	$659	95%	$186	$621	$1,149
Edward L. Provost	$630	150%	$284	$945	$1,748
Gerald T. O'Connell	$425	140%	$179	$595	$1,101

______________________

* In thousands

Corporate Performance. The corporate performance metrics, achievement of synergies (30%) and achievement of revenue (40%), are weighted 70% in the aggregate of each named executive officer's target annual incentive opportunity. The Compensation Committee approved these metrics to better align the interests of our executives with stockholders and to focus on the integration of Bats through cost savings and growing our revenue. More specifically, these metrics focus and reward management's efforts to achieve key business strategy goals of synergies related to the transformational acquisition of Bats and continuing to increase our revenue by increasing trading in our products.

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The Compensation Committee established the following levels of the achievement of synergies and revenue for 2017 to be met with respect to threshold, target and maximum bonus payouts. The Compensation Committee used straight-line interpolation to determine amounts for any results in between the threshold and target performance levels and in between the target and maximum performance levels. The following also shows the actual performance and percentage payouts for 2017.



Performance Metric	Weighting	Threshold	Target	Maximum	Actual
Corporate Performance Metrics
Achievement of Synergies	30%	$10 million	$15 million	$25 million	$25 million
Percentage Payout of Target	—	50%	100%	150%	150%
Achievement of Revenue	40%	$916 million	$1,145 million	$1,374 million	$1,154 million
Percentage Payout of Target	—	0%	100%	200%	101%

The 2017 achievement of synergies is measured as of December 31, 2017 and the target is $15 million of 2017 realized cost synergies that was reviewed by the Board in September 2016 and thereafter publicly disclosed. The achievement of 2017 revenue is revenues less cost of revenues, other than royalties, measured as of December 31, 2017 on a combined company basis, which assumes that the acquisition of Bats occurred on January 1, 2017. The target 2017 revenues less cost of revenues, other than royalties, projection was presented to and reviewed by the Board.

On February 9, 2018, we publicly disclosed the 2017 realized cost synergies and revenue on a combined company basis. Revenues less cost of revenues, other than royalties, on a combined company basis is a non-GAAP measure used by the Company and a reconciliation to GAAP revenues is provided in Appendix B. For 2017, the unweighted payout percentage for corporate performance was approximately 131% of each named executive officer's target annual incentive award opportunity, not including Messrs. Provost, Dean and O'Connell. The separation agreements for Messrs. Provost, Dean and O'Connell are described more fully below under "Severance, Change in Control and Employment-Related Agreements."

Individual Performance. The individual performance goals are 30% of each named executive officer's target annual incentive opportunity. Based upon data and analysis on each goal as provided by management, the Compensation Committee determined the unweighted payout percentage of target annual incentive award opportunity for individual performance for each named executive officer.

Early in 2017, the Compensation Committee set the following strategic goals for 2017:


•	Acquisition of Bats: Ensure successful integration of Bats;


•	Resources: Ensure resources are in place to implement plans to leverage existing technology and develop new trading technology;


•	Indexes: Strengthen core index franchise;


•	Methodologies: Pursue leveragable methodologies;


•	Customer Engagement: Reach out via education, technology and analytics;


•	Geographic Expansion: Widen global access and distribution;


•	Asset Class Diversification: Create markets for the Company's capabilities; and


•	Customer Capital: Facilitate products and customers.

As discussed above in "2017 Business Highlights," overall, we substantially performed on our targeted 2017 strategic goals.

The Compensation Committee received input from Mr. Tilly regarding the individual performance of Mr. Concannon. The Compensation Committee also received input from Messrs. Tilly and Concannon regarding the individual performances and recommendations regarding incentive compensation of the other executive officers. The Compensation Committee, with input from the Board, also evaluated the performance of Messrs. Tilly and Concannon with respect to the following:

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Mr. Tilly's Individual Goals:


•	manage the Company and its affiliates to achieve the strategic goals listed above which allow for long-term success;


•	manage the successful integration of Bats;


•	manage communications with the investment community so as to cultivate a loyal stockholder base; and


•	work with the Compensation Committee and the Board in continuing to develop and enhance the Company's succession plan for all senior management positions. The succession plan will identify and qualify multiple potential successors for each senior management position.

Mr. Concannon's Individual Goals:


•	ensure resources are in place to execute the Company's strategic goals listed above;


•	manage the successful integration of Bats;


•	manage communications with the investment community so as to cultivate a loyal stockholder base; and


•	manage the operation of the Company and its affiliates to ensure reliable and efficient service at a competitive cost.

Based on these factors and its deliberations, the Compensation Committee determined for individual performance the payout percentage of each named executive officer's target annual incentive award opportunity. Such individual performance payout percentages of target ranged from 115% to 198%, not including Messrs. Provost, Dean and O'Connell. The "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table below reflects amounts paid under the annual incentive plan.

Long-Term Incentive Plan. The Compensation Committee strongly believes that a stock ownership culture enhances our long-term success. We have adopted the Second Amended and Restated Long-Term Incentive Plan, which was approved by stockholders at the 2016 Annual Meeting of Stockholders. Under the plan, the Compensation Committee may grant equity or cash awards, including restricted stock, restricted stock units and options. Stock options were not featured in our long-term incentive program in 2017.

The Compensation Committee believes that equity awards assist us in meeting the following goals:


•	aligning the financial interests of our Board members and employees with the interests of our stockholders;


•	aligning our Board and executive compensation with that of our peers in terms of vehicle and value;


•	providing competitive compensation to assist in retaining highly skilled and qualified Board members and executives; and


•	deferring a significant portion of total compensation to the future and linking the ultimate value of the award to our future stock price.

In addition, in connection with our acquisition of Bats, the Company assumed the Bats Global Markets, Inc. 2009 Stock Option Plan (the "2009 Plan"), the Bats Global Markets, Inc. Third Amended and Restated 2012 Equity Incentive Plan (the "2012 Plan") and the Bats Global Markets, Inc. 2016 Omnibus Incentive Plan (the "2016 Plan", and collectively, the "Bats Plans"). Restricted stock and stock options were granted to Bats' employees under the Bats Plans and vest in equal annual installments over either three or four years. The stock options and some restricted stock granted under the Bats Plans are fully vested. Following Bats' initial public offering, no new awards could be made under the 2009 Plan and 2012 Plan. No awards have been made under the Bats Plans subsequent to our acquisition of Bats. We will not grant any additional awards under the Bats Plans; however, there are still awards outstanding under these plans. Information on the outstanding awards and shares of common stock reserved under the Bats Plans is provided more fully below under "Equity Compensation Plan Information."

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2017 Grants

The Compensation Committee and the Board granted equity awards in early 2017 for 2016 service, also known as the Lag Grants, and also granted equity awards in early 2017 for 2017 service, also known as the Catch-up Grants. Messrs. Concannon and Hemsley received the Catch-up Grants and were not eligible for Lag Grants because they joined us in connection with the acquisition of Bats and provided no services to us in 2016.

Catch-up Grants

The Catch-up Grants are long-term incentive awards granted in connection with the 2017 service year and were awarded at the target amount for each executive. The Compensation Committee set each named executive officer's target long-term incentive value based on comparative market data and individual performance. Once the Compensation Committee set the target long-term incentive value for each named executive officer, one-half of the target value was granted in the form of time-based RSUs and one-half of the target value was granted in the form of PSUs.

•

Time-Based Restricted Stock Units. Time-based RSUs comprise 50% of the 2017 grant value and have a three-year vesting period, with one-third of the RSUs vesting on each of the first, second and third anniversaries of the grant date. The vesting of these awards is not subject to performance conditions. The Compensation Committee granted time-based RSUs to align the interests of management with stockholders and to provide a retention incentive.

•

Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return ("PSUs-TSR"). PSUs comprise the remaining 50% of the 2017 grant value. All of the PSU grants are subject to the achievement of relative total stockholder return ("TSR") against pre-determined performance goals over a three-year performance period. The number of PSUs-TSR that will vest at the end of the three-year performance period will vary from 0% to 200% of the target number of PSUs-TSR granted to each named executive officer, based on our TSR relative to the TSR for the S&P 500 Index during the three-year performance period. We calculate TSR as the increase in our stock price over the performance period plus reinvested dividends, divided by the stock price at the beginning of the performance period. The Compensation Committee selected the relative TSR performance metric to incent management to increase TSR for the benefit of stockholders, and believes that tying a portion of each executive's compensation to TSR compared to a broad index encourages management to generate superior returns.

The Company will settle vested PSUs and RSUs in shares of the Company's common stock. For each vested RSU or PSU, the named executive officer will receive one share of our common stock. To receive shares earned under RSUs and PSUs, a named executive officer must be continuously employed during the applicable service period or performance period, subject to acceleration in the event of a change in control or in the event of a participant's earlier death, disability or qualified retirement.

As a result of the Bats acquisition and the difficulty in setting a meaningful three year earnings per share ("EPS") goal, the Compensation Committee did not grant in 2017 PSUs subject to the achievement of EPS against pre-determined performance goals ("PSUs-EPS").

The details of the RSUs awarded with a three-year vesting period are as follows.



Named Executive Officer	Award Date	# of Shares (Catch-up Grant)
Edward T. Tilly	2/19/2017	18,657
Christopher R. Concannon	2/28/2017	12,438
Alan J. Dean	2/19/2017	5,224
Joanne Moffic-Silver	2/19/2017	3,576
Mark S. Hemsley	2/28/2017	3,707
Edward L. Provost	2/19/2017	9,795
Gerald T. O'Connell	2/19/2017	4,229

The details of the Catch-up Grant PSUs tied to 2017-2019 TSR are as follows.

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			# of Shares
Named Executive Officer	Award Date	Performance Metric	Threshold (50% Payout)	Target (100% Payout)	Maximum (200% Payout)
Edward T. Tilly	2/19/2017	2017-2019 TSR	9,329	18,657	37,314
Christopher R. Concannon	2/28/2017	2017-2019 TSR	6,219	12,438	24,876
Alan J. Dean	2/19/2017	2017-2019 TSR	2,612	5,224	10,448
Joanne Moffic-Silver	2/19/2017	2017-2019 TSR	1,788	3,576	7,152
Mark S. Hemsley	2/28/2017	2017-2019 TSR	1,854	3,707	7,414
Edward L. Provost	2/19/2017	2017-2019 TSR	4,898	9,795	19,590
Gerald T. O'Connell	2/19/2017	2017-2019 TSR	2,115	4,229	8,458

The following table displays the threshold, target and maximum for the PSUs-TSR awards granted in 2017, measured over the performance period from January 1, 2017 through December 31, 2019.



	Threshold (50% Payout)	Target (100% Payout)	Maximum (200% Payout)
Relative TSR Compared to S&P 500	20th Percentile	50th Percentile	80th Percentile

For TSR percentile performance levels that fall between the values shown above, the percentage of PSUs that vest will be determined by straight line interpolation, provided that no PSUs will vest if the TSR percentile performance does not equal or exceed the threshold amount.

The 2017 time-based RSU grants of equity awards for Messrs. Dean, Provost and O'Connell vested in 2017 in accordance with their separation agreements. In addition, in accordance with their separation agreements, each of Messrs. Dean, Provost and O'Connell became entitled to accelerated vesting of any outstanding PSUs, including the 2016 and 2017 grants of PSUs, held by the executive prorated for the portion of the performance period completed at the time of termination and subject to attainment of the applicable performance goals through the full performance period. The separation agreements are described more fully below under "Severance, Change in Control and Employment-Related Agreements."

Lag Grants

The Lag Grants are long-term incentive awards granted in connection with the 2016 service year and awarded at the target amount for each executive. Prior to 2017, Cboe's practice has been to grant equity in the first quarter following the year of service. Beginning in 2017, the Board and Compensation Committee changed its methodology for granting equity awards and granted equity in the first quarter of the service year. Since 2017 is the transition year, the Summary Compensation Table reflects both the Lag Grants for 2016 service, and the Catch-Up Grants, for 2017 service. The Compensation Committee set each named executive officer's target long-term incentive value based on comparative market data and individual performance. Once the Compensation Committee set each named executive officer's the target long-term incentive value for each named executive officer, all of the target value was granted in the form of time-based RSUs. The time-based RSUs comprise 100% of the 2017 Lag Grant value and have a three-year vesting period, with one-third of the RSUs vesting on each of the first, second and third anniversaries of the grant date. The vesting of these awards is not subject to performance conditions.

The Company will settle vested RSUs in shares of the Company's common stock. For each vested RSU, the named executive officer will receive one share of our common stock. To receive shares earned under RSUs, a named executive officer must be continuously employed during the applicable service period, subject to acceleration in the event of a change in control or in the event of a participant's earlier death, disability or qualified retirement. The Compensation Committee granted time-based RSUs to align the interests of management with stockholders and to provide a retention incentive.

The details of the Lag Grant RSUs with a three-year vesting period awarded to Messrs. Tilly and Dean and Ms. Moffic Silver on February 19, 2017 are as follows. Pursuant to their separation agreements, the Lag Grants for Messrs. Provost and O'Connell were paid out in the form of cash equal to $1,575,000 and $680,000, respectively.



Named Executive Officer	# of Shares (Lag Grant)
Edward T. Tilly	31,095
Alan J. Dean	10,448
Joanne Moffic-Silver	6,095

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2017 Sign-On Grants

The Compensation Committee and the Board granted special one-time sign-on equity awards ("Sign-on Grant") in early 2017 to Messrs. Concannon and Hemsley when they joined us in connection with the acquisition of Bats. These time-based RSUs vest in full on the third anniversary of the closing of the acquisition of Bats. The vesting of these awards is not subject to performance conditions.

The Company will settle vested Sign-on Grant RSUs in shares of the Company's common stock. For each vested RSU, the named executive officer will receive one share of our common stock. To receive shares earned under RSUs, a named executive officer must be continuously employed during the applicable service period, subject to acceleration in the event of a change in control or in the event of a participant's earlier death, disability or qualified retirement.

The Compensation Committee granted these Sign-on Grant RSUs to align the interests of the new executives with stockholders and to provide a significant retention incentive for Messrs. Concannon and Hemsley to remain with the Company post-acquisition instead of terminating their employment relationship to collect the change-in-control benefits to which they were otherwise entitled in connection with the acquisition.

The details of the Sign-on Grant RSUs with a three-year cliff vesting period awarded to Messrs. Concannon and Hemsley on February 28, 2017 are as follows.



Named Executive Officer	# of Shares (Sign-on Grant)
Christopher R. Concannon	24,876
Mark S. Hemsley	7,413

2015 PSU Grants Vested

In early 2018, the Compensation Committee determined, with respect to the 2015 grants of equity awards, the achievement of relative TSR against pre-determined performance goals and the achievement of EPS against pre-determined performance goals, both over a three-year performance period from January 1, 2015 through December 31, 2017. The TSR percentile attained was the 95th percentile, and so 200% of the PSUs-TSR vested for each applicable named executive officer. The cumulative EPS attained was $8.23, and so approximately 123% of the PSUs-EPS vested for each applicable named executive officer. The specific performance goals for the PSUs-TSR and PSUs-EPS for the 2015-2017 performance period were previously disclosed in our proxy statement covering 2015 compensation. Messrs. Concannon and Hemsley did not receive the 2015 grants of equity awards. The 2015 grants of equity awards for Messrs. Provost and O'Connell were prorated for the portion of the performance period completed at the time of termination and subject to attainment of the applicable performance goals through the full performance period, vested in accordance with their separation agreements, which are described more fully below under "Severance, Change in Control and Employment-Related Agreements." Certain details of the PSUs vested based on achievement of 2015-2017 EPS and TSR performance goals and proration, with respect to Messrs. Provost and O'Connell, are as follows and do not include the dividend equivalent payments.



			# of Shares at Target (100% Payout)
Named Executive Officer	Award Date	Performance Metric	# of Shares at Target (100% Payout)	# of Shares Vested
Edward T. Tilly	2/19/2015	2015-2017 EPS	8,070	9,926
	2/19/2015	2015-2017 TSR	8,070	16,140
Alan J. Dean	2/19/2015	2015-2017 EPS	3,132	3,852
	2/19/2015	2015-2017 TSR	3,132	6,264
Joanne Moffic-Silver	2/19/2015	2015-2017 EPS	1,978	2,433
	2/19/2015	2015-2017 TSR	1,978	3,956
Edward L. Provost	2/19/2015	2015-2017 EPS	5,347	4,735
	2/19/2015	2015-2017 TSR	5,347	7,700
Gerald T. O'Connell	2/19/2015	2015-2017 EPS	2,744	2,430
	2/19/2015	2015-2017 TSR	2,744	3,951

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2017 Target Annual Pay Opportunities

The following chart shows the 2017 target annual pay opportunities for each named executive officer at target performance levels (100% payout) and the grant date value of the equity awards granted in 2017, other than the Lag Grants and the Sign-on Grants. Mr. Hemsley receives his cash compensation in British pounds and his payout opportunities as reported below were converted to U.S. dollars using a rate of £1.00 to $1.35, which was the exchange rate as of December 31, 2017.



Named Executive Officer (1)	Base Salary	Target Annual Incentive Bonus	Target Long-Term Equity Awards		Total
Named Executive Officer (1)	Base Salary	Target Annual Incentive Bonus	RSUs (2)	PSUs (2)	Total
Edward T. Tilly	$1,150	$1,898	$1,500	$1,500	$6,048
Christopher R. Concannon	$1,000	$1,500	$1,000	$1,000	$4,500
Alan J. Dean	$525	$735	$420	$420	$2,100
Joanne Moffic-Silver	$433	$606	$288	$288	$1,615
Mark S. Hemsley	$659	$621	$298	$298	$1,876
Edward L. Provost	$630	$945	$788	$788	$3,151
Gerald T. O'Connell	$425	$595	$340	$340	$1,700

______________________

(1) All amounts are in thousands.

(2) Represents the grant date value.

This supplemental table is not required by the SEC, but rather it is provided to demonstrate the link between performance and our named executive officers' total direct compensation for 2017. Please refer to the Summary Compensation Table below for complete disclosure of the total compensation of our named executive officers reported in accordance with the SEC disclosure requirements.

Stock Ownership and Holding Guidelines

The Compensation Committee adopted stock ownership and holding guidelines, shown below, specifying the levels of stock ownership that each named executive officer must maintain while employed by us. For purposes of this ownership requirement, (a) shares owned outright or in trust and (b) restricted stock or stock units, including shares or units with time-based or performance conditions that have been granted but are unvested, are included. Each named executive officer has three years to meet the guidelines from the date that such officer was appointed to his or her position. In addition, in 2017 we revised our guidelines so that each named executive officer is required to hold all of their shares until the guidelines are met, except for sales of shares to pay taxes with respect to the vesting or exercising of equity grants. Each named executive officer has met the applicable holding requirement based on his or her position with us. Messrs. Provost and O'Connell met the applicable holding requirements of four times base salary and two times base salary, respectively, as of February 28, 2017.



Named Executive Officer	Holding Requirement
Edward T. Tilly	Five times base salary
Christopher R. Concannon	Four times base salary
Alan J. Dean	Two times base salary
Joanne Moffic-Silver	Two times base salary
Mark S. Hemsley	Two times base salary

Hedging Policy

Our Insider Trading Policy prohibits our executive officers from entering into transactions involving options to purchase or sell our common stock or other derivatives related to our common stock. None of the named executive officers have existing hedges on shares of our common stock.

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Pledging Policy

Our Insider Trading Policy prohibits executive officers from entering into any pledges or margin loans on shares of our common stock. None of the named executive officers have existing pledges or margin loans on shares of our common stock.

Clawbacks

The Compensation Committee has a policy for the clawback of cash incentive payments and long-term incentives based on the provisions of the Dodd-Frank Act. The policy provides that we will attempt to recover incentive amounts paid to executive officers in the event of any material noncompliance with any financial reporting requirement. The policy has a three-year look-back and applies to both current and former executives, regardless of such executive's involvement in the noncompliance. The equity award agreements contain provisions applying the clawback policy to equity grants.

Employee Benefit Plans, Severance, Change in Control and Employment-Related Agreements

We make medical, life and disability plans available to all of our employees and, for named executive officers and certain other employees, we provide participation in the Supplemental Executive Retirement Plan and the Executive Retirement Plan, which are described more fully below under "Summary Compensation – Non-Qualified Deferred Compensation Plans." We offer these plans in order to provide a competitive benefits program, a level of protection for catastrophic events and income during retirement. These plans are defined contribution plans, and we do not provide any defined benefit retirement plans to our executive officers or employees. Effective January 1, 2017, the Company froze the Executive Retirement Plan to new executive officers and employees. In addition, as of December 31, 2017, we had employment agreements with Messrs. Tilly and Concannon, an offer letter agreement with Mr. Hemsley, separation agreements with Messrs. Dean, Provost and O'Connell and an Executive Severance Plan for other executive officers in order to encourage retention, maintain a consistent management team to effectively run our operations, assist with retirement proceedings and allow executives to focus on our strategic business priorities. The employment agreements with Messrs. Tilly and Concannon, the offer letter agreement with Mr. Hemsley and the Executive Severance Plan contain severance and change in control provisions and are described more fully below under "Severance, Change in Control and Employment-Related Agreements." Any payments under the employment agreements, offer letter agreement and the Executive Severance Plan upon a change in control will only occur if the named executive officer's employment is terminated without cause or he or she resigns for good reason during a set period following the change in control, known as a double trigger provision.

Tax and Accounting Considerations

The Compensation Committee considers the tax and accounting implications of compensation to us and the tax implications to our named executive officers. To the extent possible, the Compensation Committee strove to provide compensation deductible under Section 162(m) of the Internal Revenue Code and, to that end, certified, as applicable, the level of attainment of the performance targets under the Second Amended and Restated Long-Term Incentive Plan annually in accordance with Section 162(m). Nonetheless, changes in tax laws or their interpretation and other outside factors may affect the deductibility of certain compensation payments. For example, the Tax Cuts and Jobs Act, which was signed into law December 22, 2017, limits the deductibility of compensation paid to our named executive officers to $1 million each year for taxable years beginning after December 31, 2017. The Compensation Committee reserves the right to pay compensation that is not deductible for tax purposes when, in its judgment, such compensation is appropriate.

Compensation Committee Report

This report of the Compensation Committee shall not be deemed to be "soliciting material" or to otherwise be considered "filed" with the SEC, nor shall such information be incorporated by reference into any future filing with the SEC except to the extent that we specifically incorporate it by reference into such filing.

The Compensation Committee consists of Mr. Skinner, Chair, Mr. English, Mr. Fitzpatrick, Ms. Froetscher and Mr. Sunshine, each of whom the Board has determined is independent under the applicable Nasdaq and BZX rules and our Corporate Governance Guidelines. The Compensation Committee has duties and powers as described in its written charter adopted by the Board. A copy of the charter can be found on our Investor Relations page at http://ir.Cboe.com.

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The Compensation Committee has reviewed and discussed with management the disclosures contained in the foregoing section entitled "Compensation Discussion and Analysis." Based on this review and discussion, the Compensation Committee recommended to the Board that the section entitled "Compensation Discussion and Analysis" be included in this Proxy Statement for the Annual Meeting.

Compensation Committee

Samuel K. Skinner, Chair

Frank E. English, Jr.

Edward J. Fitzpatrick

Janet P. Froetscher

Eugene S. Sunshine

Risk Assessment

We believe that any potential risks arising from our employee compensation policies and practices are not likely to have a material adverse effect on us. With assistance from Meridian, our independent compensation consultant, the Compensation Committee reviewed and discussed a risk assessment of our compensation policies and practices for all employees for 2017, including non-executive officers, in its oversight capacity.

The Compensation Committee and management considered a number of factors, including the following factors, when reviewing potential risk from our employee compensation policies and practices:


•	Our compensation program is designed to provide a mix of both fixed and variable incentive compensation.


•	The variable portions of compensation are designed to reward both annual and long-term performance. We believe that this design mitigates any incentive for short-term risk-taking that could be detrimental to the Company's long-term best interests.


•	Our senior executives are subject to stock ownership and holding guidelines, which we believe provide incentives for our executives to consider the long-term interests of the Company and our stockholders and discourage excessive risk-taking that could negatively impact our stock price over time.


•	We include clawback provisions in our executives' cash incentive and equity incentive awards as a mechanism to recover compensation in the event of financial reporting wrongdoing.


•	We utilize an independent compensation consultant to provide the Compensation Committee with advice on best practices and the risks associated with various compensation policies.

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SUMMARY COMPENSATION

2017 Summary Compensation

The table below sets forth, for the years indicated below, the compensation earned by our named executive officers.



Summary Compensation Table
Name and Principal Position	Year	Salary		Bonus		Stock Awards(1)		Non-Equity Incentive Plan Compensation(2)		All Other Compensation(3)		Total
Edward T. Tilly	2017	$	1,150,000	$	—	$	6,070,988	$	2,461,058	$	737,887	$	10,419,933
Chairman and Chief	2016	$	1,000,000	$	—	$	2,714,536	$	1,775,000	$	464,047	$	5,953,583
Executive Officer (4)	2015	$	966,667	$	—	$	2,097,232	$	1,305,750	$	429,633	$	4,799,282

Christopher R. Concannon	2017	$	833,333	$	—	4,179,168		$	1,945,500	$	38,187	$	6,996,188
President and
Chief Operating Officer (5)

Alan J. Dean	2017	$	525,000	$	—	$	1,839,893	$	843,045	$	2,885,315	$	6,093,253
Executive Vice President and	2016	$	525,000	$	—	$	912,230	$	735,000	$	293,977	$	2,466,207
Chief Financial Officer (6)	2015	$	518,333	$	—	$	813,882	$	639,818	$	292,456	$	2,264,489

Joanne Moffic-Silver	2017	$	433,000	$	—	$	1,174,484	$	877,171	$	299,331	$	2,783,986
Executive Vice President,	2016	$	427,583	$	—	$	532,175	$	535,477	$	215,849	$	1,711,084
General Counsel and	2015	$	420,000	$	—	$	513,981	$	426,545	$	236,222	$	1,596,748
Corporate Secretary (7)

Mark S. Hemsley	2017	$	544,377	$	—	1,245,474		$	741,816	$	13,500	$	2,545,167
Executive Vice President,
President Europe (5)

Edward L. Provost	2017	$	105,000	$	—	$	3,449,763	$	180,653	$	4,340,913	$	8,076,329
Former President and	2016	$	630,000	$	16,500	$	1,710,183	$	1,118,250	$	365,928	$	3,840,861
Chief Operating Officer (8)	2015	$	613,333	$	—	$	1,389,516	$	822,623	$	356,906	$	3,182,378

Gerald T. O'Connell	2017	$	70,833	$	—	$	1,489,431	$	113,744	$	2,604,364	$	4,278,372
Former Executive Vice	2016	$	425,000	$	333,333	$	738,369	$	525,583	$	324,137	$	2,346,422
President and	2015	$	425,000	$	333,333	$	713,111	$	517,948	$	255,939	$	2,245,331
Chief Information Officer (9)

______________________


(1)	The amounts in the stock award column for 2017 include the aggregate fair value of the awards of RSUs granted to each of Messrs. Tilly and Dean and Ms. Moffic-Silver on February 19, 2017 for service in 2016, also known as Lag Grants, as computed in accordance with stock-based compensation accounting rules (Financial Standards Accounting Board ASC Topic 718).

The amounts in the stock award column for 2017 also include the aggregate fair value of the awards of RSUs granted to Messrs. Tilly and Dean and Ms. Moffic-Silver on February 19, 2017 and to Messrs. Concannon and Hemsley on February 28, 2017 for service in 2017, also known as Catch-up Grants, as computed in accordance with stock-based compensation accounting rules (Financial Standards Accounting Board ASC Topic 718) and, for PSUs-TSR, as computed in accordance with the Monte Carlo valuation model method.

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For Messrs. Concannon and Hemsley, the amounts in the stock award column for 2017 also include the aggregate fair value of the awards of RSUs granted to each of them on February 28, 2017 in connection with their commencement of employment with the Company, also known as Sign-on Grants, as computed in accordance with stock-based compensation accounting rules (Financial Standards Accounting Board ASC Topic 718).

The amounts for Messrs. Provost and O'Connell include the grant date fair value of the equity awards granted to them in 2017 for service in 2017, also known as Catch-up Grants, as computed in accordance with stock-based compensation accounting rules (Financial Standards Accounting Board ASC Topic 718) and, for PSUs-TSR, as computed in accordance with the Monte Carlo valuation model method. The amounts shown for Messrs. Provost and O'Connell in 2017 also include the grant date fair value of the awards granted to them for service in 2016, also known as Lag Grants, as computed in accordance with stock-based compensation accounting rules (Financial Standards Accounting Board ASC Topic 718). Pursuant to their separation agreements, the RSU awards for 2016 service were paid in 2017 in the form of cash. The separation agreements for Messrs. Provost and O'Connell outline the treatment of their equity awards and are described more fully below under "Severance, Change in Control and Employment-Related Agreements."

Assumptions used in the calculation of these amounts are included in the footnotes to our 2017 consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC.

(2)

The amounts shown reflect awards to the named executive officers under our annual incentive plan. For a discussion of our annual incentive plan, please see "Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive" above. Annual incentive payments for services performed in 2015, 2016 and 2017 by named executive officers were paid in early 2016, 2017, and 2018 respectively.


(3)	The amounts shown represent separation payments and benefits that were, from time to time, made available to our executives, including retirement plan contributions. For more information on the amounts shown in this column for 2017, please see the following "2017 All Other Compensation Detail" table.


(4)	Mr. Tilly was appointed Chairman effective February 28, 2017, in addition to serving as CEO.


(5)	Information presented for Messrs. Concannon and Hemsley is from February 28, 2017, the date that each joined the Company with our acquisition of Bats, to December 31, 2017. Mr. Hemsley receives his cash compensation in British pounds. The amounts reported were converted to U.S. dollars using a rate of £1.00 to $1.35, which was the exchange rate as of December 31, 2017.


(6)	Mr. Dean stepped down as our Executive Vice President and Chief Financial Officer effective December 31, 2017.


(7)	Ms. Moffic-Silver stepped down as our Executive Vice President, General Counsel and Corporate Secretary effective February 28, 2018.


(8)	Mr. Provost stepped down as our President and Chief Operating Officer effective February 28, 2017. Mr. Provost's 2016 bonus includes an award of $16,500 in recognition of his contributions to the successful acquisition of Bats.


(9)	Mr. O'Connell stepped down as our Executive Vice President and Chief Information Officer effective February 28, 2017. Mr. O'Connell's 2015 and 2016 bonuses are for his role in the development of the technology platform known as Cboe Vector.

Cboe Global Markets 2018 Proxy Statement 42

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2017 All Other Compensation Detail
Name	Qualified Defined Contributions(1)		Non-Qualified Defined Contributions(2)		Insurance(3)		Other(4)
Edward T. Tilly	$	21,600	$	563,079	$	966	$	152,242
Christopher R. Concannon (5)	$	3,500	$	—	$	1,543	$	33,144
Alan J. Dean	$	21,600	$	321,922	$	2,772	$	2,539,021
Joanne Moffic-Silver	$	21,600	$	223,725	$	4,178	$	49,828
Mark S. Hemsley (5)	$	13,500	$	—	$	—	$	—
Edward L. Provost	$	21,600	$	1,151,055	$	889	$	3,167,369
Gerald T. O'Connell	$	21,600	$	525,910	$	533	$	2,056,321

______________________


(1)	The amounts shown are matching contributions to our qualified 401(k) plan, the Cboe SMART Plan ("SMART Plan"), on behalf of each of the officers listed. In 2017, we matched employee contributions up to 4% of the employee's compensation, subject to statutory limitations. We matched 200% of such employee's contributions.


(2)	The amounts shown are our contributions to the non-qualified defined contribution plans on behalf of each named executive officer, including contributions made to the Supplemental Executive Retirement Plan and Executive Retirement Plan. We matched 200% of such employee's contributions. These plans are described more fully below under "Non-Qualified Defined Contribution Plans."


(3)	Represents the amount attributable to taxable life insurance in excess of $50,000.

(4)

In 2017, we revised our paid time off ("PTO") policy for executive officers to allow for unlimited paid time off. In connection with this change, this column includes the amounts paid to Messrs. Tilly, Concannon, Dean, Provost and O'Connell and Ms. Moffic-Silver for any earned and unused days of PTO. Also, this column includes the amounts paid to Messrs. Dean, Provost and O'Connell in 2017 pursuant to their separation agreements. The separation agreements are described more fully below under "Severance, Change in Control and Employment-Related Agreements."


(5)	Information presented for Messrs. Concannon and Hemsley is from February 28, 2017, the date that each joined the Company with our acquisition of Bats, to December 31, 2017. Mr. Hemsley receives his cash compensation in British pounds. The amounts reported were converted to U.S. dollars using a rate of £1.00 to $1.35, which was the exchange rate as of December 31, 2017.

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2017 Grants of Plan-Based Awards

The 2017 grants of plan-based awards are as follows and are explained in more detail below:



2017 Grants of Plan-Based Awards
		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards
Name	Grant Date	Threshold	Target	Maximum	Threshold (#)	Target (#)	Maximum (#)		Grant Date Fair Value of Stock and Option Awards
Edward T. Tilly	n/a	$569,250	$1,897,500	$3,510,375
	2/19/2017 (1)				9,329	18,657	37,314		$	1,500,023
	2/19/2017 (1)							18,657	$	1,500,023
	2/19/2017 (2)							31,095	$	2,500,038
Christopher R. Concannon (3)	n/a	$450,000	$1,500,000	$2,775,000
	2/28/2017 (1)				6,219	12,438	24,876		$	970,164
	2/28/2017 (1)							12,438	$	970,164
	2/28/2017 (4)							24,876	$	1,941,572
Alan J. Dean (5)	n/a	$220,500	$735,000	$1,359,750
	2/19/2017 (1)				2,612	5,224	10,448		$	420,010
	2/19/2017 (1)							5,224	$	420,010
	2/19/2017 (2)							10,448	$	840,019
Joanne Moffic-Silver	n/a	$181,860	$606,200	$1,121,470
	2/19/2017 (1)				1,788	3,576	7,152		$	287,510
	2/19/2017 (1)							3,576	$	287,510
	2/19/2017 (2)							6,095	$	490,038
Mark S. Hemsley (3) (6)	n/a	$186,177	$620,589	$1,148,090
	2/28/2017 (1)				1,854	3,707	7,414		$	289,146
	2/28/2017 (1)							3,707	$	289,146
	2/28/2017 (4)							7,413	$	578,585
Edward L. Provost (5)	n/a	$47,250	$157,500	$291,375
	2/19/2017 (1)				4,898	9,795	19,590		$	787,518
	2/19/2017 (1)							9,795	$	787,518
	2/19/2017 (7)							—	$	1,575,000
Gerald T. O'Connell (5)	n/a	$29,750	$99,167	$183,459
	2/19/2017 (1)				2,115	4,229	8,458		$	340,012
	2/19/2017 (1)							4,229	$	340,012
	2/19/2017 (7)							—	$	680,000

____________________

(1)

These equity incentive awards, also known as Catch-up Grants, were made in restricted stock units, half of which are subject to performance conditions. The restricted stock unit awards that are not subject to performance conditions have a three-year vesting schedule under which one-third of the shares granted will vest each year on the anniversary of the grant date. Dividend equivalent payments are made on these restricted stock units.


(2)	These equity incentive awards, also known as Lag Grants, were made in restricted stock units that are not subject to performance conditions and have a three-year vesting schedule under which one-third of the shares granted will vest each year on the anniversary of the grant date. Dividend equivalent payments are made on these restricted stock units.

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(3)	Information presented for Messrs. Concannon and Hemsley is from February 28, 2017, the date that each joined the Company in connection with our acquisition of Bats, to December 31, 2017. Grants of equity awards made by Bats prior to the acquisition and assumed by us are not included in the table.


(4)	These equity incentive awards, also known as Sign-on Grants, were made in restricted stock units that are not subject to performance conditions and will vest in whole on the third anniversary of the grant date. Dividend equivalent payments are made on these restricted stock units.

(5)

Pursuant to Messrs. Dean's, Provost's and O'Connell's separation agreements, the restricted stock units not subject to performance conditions held by the executive will be subject to accelerated vesting in full at the time of separation and the restricted stock units subject to performance conditions held by the executive will be subject to accelerated vesting and prorated for the portion of the performance period completed at the time of termination and subject to attainment of the applicable performance goals through the full performance period. The separation agreements are described more fully below under "Severance, Change in Control and Employment-Related Agreements."


(6)	Mr. Hemsley receives his cash compensation in British pounds. The amounts reported were converted to U.S. dollars using a rate of £1.00 to $1.35, which was the exchange rate as of December 31, 2017.


(7)	Pursuant to Messrs. Provost's and O'Connell's separation agreements, the restricted stock unit awards for 2016 service, also known as Lag Grants, were paid in the form of cash.

The restricted stock units subject to performance conditions have a performance condition under which the number of units that will ultimately be awarded will vary from 0% to 200% of the original grant, based on our total stockholder return (calculated as the increase in our stock price over the performance period plus reinvested dividends, divided by the stock price at the beginning of the performance period) relative to the total stockholder returns for the S&P 500 Index during the performance period. Dividend equivalent payments on these restricted stock units accrue and are paid out in shares upon vesting.

For all of the awards, vesting will accelerate upon death, disability or the occurrence of a change in control. Vesting will also accelerate upon a qualified retirement, except that the restricted stock units subject to performance conditions accelerate pro rata based on the number of days in employment during the performance period. Unvested portions of the restricted stock units will be forfeited if the executive officer terminates employment with us prior to the applicable vesting date. The restricted stock units are subject to non-compete, non-solicitation and confidentiality covenants.

2017 Outstanding Equity Awards at Fiscal Year-End

The following table sets forth outstanding equity awards held by each named executive officer at December 31, 2017 based on the market value of our common stock on December 31, 2017.



Outstanding Equity Awards at December 31, 2017
	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested ($)
Edward T. Tilly					5,380	(1)	$	670,294
					13,485	(2)	$	1,680,096
					31,095	(3)	$	3,874,126
					18,657	(4)	$	2,324,476
									8,070	(5)	$	1,005,441
									16,140	(6)	$	2,010,883

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Outstanding Equity Awards at December 31, 2017
	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested ($)
											10,114	(7)	$	1,260,103
											20,228	(8)	$	2,520,207
											37,314	(9)	$	4,648,951
Christopher R. Concannon (10)	122,281	—	(11)	$	28	11/30/2024
	121,602	40,534	(12)	$	28	11/30/2024
							17,776	(13)	$	2,214,705
							37,232	(14)	$	4,638,744
							20,996	(15)	$	2,615,846
							6,669	(16)	$	830,847
							24,876	(17)	$	3,099,301
							12,438	(18)	$	1,549,650
											24,876	(9)	$	3,099,301
Alan J. Dean (19)											3,132	(5)	$	390,216
											6,264	(6)	$	780,432
											2,266	(7)	$	282,321
											4,532	(8)	$	564,642
											3,484	(9)	$	434,072
Joanne Moffic- Silver							1,319	(1)	$	164,334
							2,643	(2)	$	329,291
							6,095	(3)	$	759,376
							3,576	(4)	$	445,534
											1,978	(5)	$	246,439
											3,956	(6)	$	492,878
											1,983	(7)	$	247,062
											3,966	(8)	$	494,124
											7,152	(9)	$	891,068
Mark S. Hemsley (10)	14,039	—	(20)	$	22	1/31/2020
							6,953	(13)	$	866,291
							11,526	(14)	$	1,435,979
							24,291	(21)	$	3,026,471
							3,955	(15)	$	492,773
							2,334	(16)	$	290,761
							7,413	(17)	$	923,586
							3,707	(18)	$	461,855

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Outstanding Equity Awards at December 31, 2017
	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested ($)
							7,414	(9)	$	923,710

Edward L. Provost (19)							3,843	(5)	$	478,799
							7,706	(6)	$	960,091
							2,468	(7)	$	307,488
							4,936	(8)	$	614,976
							1,056	(9)	$	131,567
Gerald T. O'Connell (19)							1,978	(5)	$	246,439
							3,956	(6)	$	492,878
							1,066	(7)	$	132,813
							2,132	(8)	$	265,626
							456	(9)	$	56,813

______________________


(1)	Grant of restricted stock units not subject to performance conditions on February 19, 2015. This portion of the restricted stock units vested on February 19, 2018.


(2)	Grant of restricted stock units not subject to performance conditions on February 19, 2016. This remaining portion of the restricted stock units vests one-half on each of February 19, 2018 and February 19, 2019.


(3)	Grant of restricted stock units, consisting of Lag Grants, not subject to performance conditions on February 19, 2017. These restricted stock units vest one-third on each of February 19, 2018, February 19, 2019 and February 19, 2020.


(4)	Grant of restricted stock units, consisting of Catch-up Grants, not subject to performance conditions on February 19, 2017. These restricted stock units vest one-third on each of February 19, 2018, February 19, 2019 and February 19, 2020.

(5)

Grant of restricted stock units on February 19, 2015 subject to an earnings per share performance condition for the period from January 1, 2015 through December 31, 2017. Under Rule 402 of Regulation S-K, these awards are shown at the target performance amount. These restricted stock units vested on February 14, 2018 upon certification of the achievement of the performance conditions. See "Compensation Discussion and Analysis—2015 Grants Vesting" for more details.

(6)

Grant of restricted stock units on February 19, 2015 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2015 through December 31, 2017. As of December 31, 2017, our performance exceeded target performance and, therefore, under Rule 402 of Regulation S-K, these awards are shown at the maximum amount. These restricted stock units vested on February 14, 2018 upon certification of the achievement of the performance conditions. See "Compensation Discussion and Analysis—2015 Grants Vesting" for more details.


(7)	Grant of restricted stock units on February 19, 2016 subject to an earnings per share performance condition for the period from January 1, 2016 through December 31, 2018. Under Rule 402 of Regulation S-K, these awards are shown

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at the target performance amount. These restricted stock units vest on or about February 19, 2019 upon certification of the achievement of the performance conditions.

(8)

Grant of restricted stock units on February 19, 2016 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2016 through December 31, 2018. As of December 31, 2017, our performance exceeded target performance and, therefore, under Rule 402 of Regulation S-K, these awards are shown at the maximum amount. These restricted stock units vest on or about February 19, 2019 upon certification of the achievement of the performance conditions.

(9)

Grant of restricted stock units, consisting of Catch-up Grants, on February 19, 2017, with respect to Messrs. Tilly and Dean and Ms. Moffic-Silver and Messrs. Provost and O'Connell, and on February 28, 2017, with respect to Messrs. Concannon and Hemsley, subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2017 through December 31, 2019. As of December 31, 2017, our performance exceeded target performance and, therefore, under Rule 402 of Regulation S-K, these awards are shown at the maximum amount. These restricted stock units vest on or about February 19, 2020 upon certification of the achievement of the performance conditions.

(10)

Pursuant to the merger agreement, each outstanding option to purchase Bats common stock (each, a "Bats stock option") of the executive that was outstanding immediately prior to the effective time of our acquisition of Bats (the "Effective Time") was converted into an option to purchase our common stock, on the same terms and conditions (including vesting schedule) as were applicable to such Bats stock option (but taking into account any changes, including any acceleration of vesting of such Bats stock option, occurring by reason of the transactions contemplated by the merger agreement). The number of shares of our common stock subject to each such converted stock option equals the number of shares of Bats common stock subject to the corresponding Bats stock option immediately prior to the Effective Time, multiplied by the exchange ratio of 0.4452 (subject to certain adjustments and rounding). The exercise price per share for each such converted stock option equals the per share exercise price specified in the corresponding Bats stock option divided by the exchange ratio (rounded up to the nearest cent).

Pursuant to the merger agreement, each award of restricted Bats common stock ("Bats restricted stock") of the executive that was unvested immediately prior to the Effective Time was assumed by us and converted into an award of restricted shares of our common stock, subject to the same terms and conditions (including vesting schedule) that applied to the applicable Bats restricted stock immediately prior to the Effective Time (but taking into account any changes, including any acceleration of vesting of such Bats restricted stock, occurring by reason provided for in the merger agreement). The number of shares of our common stock subject to each such converted award of Bats restricted stock equals the number of shares of Bats common stock subject to the corresponding Bats restricted stock award multiplied by 0.4452.


(11)	Grant of Bats stock options on December 1, 2014.


(12)	Grant of Bats stock options on December 1, 2014. This portion of the stock option will vest and become exercisable on December 1, 2018.


(13)	Grant of Bats restricted stock on December 1, 2014. This portion of the restricted stock will vest on December 1, 2018.


(14)	Grant of Bats restricted stock on December 1, 2015. This remaining portion of the restricted stock vests one-half on each of December 1, 2018 and December 1, 2019.


(15)	Grant of Bats restricted stock on December 15, 2016. This remaining portion of the restricted stock vests one-half on each of December 15, 2018 and December 15, 2019.


(16)	Grant of Bats restricted stock on January 13, 2017. This remaining portion of the restricted stock vests one-third on each of January 13, 2018, January 13, 2019 and January 13, 2020.


(17)	Grant of restricted stock units, consisting of Sign-on Grants, not subject to performance conditions, on February 28, 2017. These restricted stock units vest in whole on February 28, 2020.

Cboe Global Markets 2018 Proxy Statement