CBOE Holdings, Inc. (NASDAQ: CBOE) announced that William J. Brodsky, Susan M. Phillips and R. Eden Martin, among CBOE Holdings’ longest serving Board members, have notified CBOE Holdings that they intend to step down from CBOE Holdings’ Board of Directors upon the closing of the CBOE Holdings acquisition of Bats Global Markets, Inc. (Bats: BATS). Their resignations are conditioned upon the transaction closing.
As previously announced, CBOE Holdings and Bats have entered into a definitive agreement that provides that at the effective time of the Bats acquisition, CBOE Holdings’ Board of Directors will consist of 14 directors. These 14 directors will include 11 directors currently serving on the CBOE Holdings Board plus three individuals who are serving on the Bats Board of Directors immediately prior to the effective time of the Bats acquisition.
Tilly to Serve as Chairman of the Board
The CBOE Holdings’ Board also announced it has unanimously elected Edward T. Tilly, CBOE Holdings’ Chief Executive Officer, to serve in the additional role of Chairman of the Board upon the closing of the transaction. In reaching this decision, 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 will enhance the combined company’s strategic alignment and support CBOE Holdings’ ability to deliver shareholder value.
Commenting on the vote of confidence from the Board on his ability to serve as both Chairman and CEO, Tilly said:
I am humbled and gratified, and I look forward to working closely with the Board leading CBOE Holdings into its next chapter.
CBOE Holdings also announced that James Boris will continue to serve as Lead Director. Boris has served CBOE Holdings in this capacity for a number of years, including since CBOE Holdings’ initial public offering in 2010. He is the retired chairman and chief executive officer of EVEREN Securities, Inc. and its predecessor, Kemper Securities, Inc.
Brodsky Caps Four Decades of Industry Leadership
Commenting on Brodsky’s resignation, Tilly said:
We owe Bill an incredible debt of gratitude. Bill has served as Chairman of CBOE for nearly half of the company’s history. He successfully oversaw a number of major institutional transitions throughout his tenure, including increased competition, the proliferation of electronic trading and the company’s transformation from a non-profit membership organization to a highly successful publicly traded company. I will always be grateful for his leadership, guidance and generosity over these many years.
Also leaving the Board are directors Susan M. Phillips and R. Eden Martin, whose positions are expected to be filled by two members of the Bats Board as of immediately prior to the effective time of the Bats acquisition.