8-K
false 0000944148 0000944148 2021-08-12 2021-08-12

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

August 12, 2021

Date of Report (Date of earliest event reported)

 

 

CBIZ, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-32961   22-2769024

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

6050 Oak Tree Boulevard, South, Suite 500

Cleveland, Ohio 44131

(Address of principal executive offices, including zip code)

216-447-9000

(Registrant’s telephone number, including area code)

Not Applicable

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

 

 

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

 

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

 

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

 

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

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

On which registered

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

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

Emerging growth company

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

 

 

 


  Item 5.02(d)

Election of New Directors.

Effective August 12, 2021, the Board of CBIZ, Inc. (the “Company”) expanded the number of its directors to eleven and appointed Mr. Richard T. Marabito to serve as an independent Director of CBIZ, Inc. Mr. Marabito will serve through the 2023 Annual Meeting, at which time he is expected to stand for election. As a non-employee director he will receive the standard compensation for a CBIZ non-employee director as outlined in the Company’s 2021 Proxy Statement. As a new director he has been granted 50,000 immediately vested options as of August 12, 2021. Mr. Marabito is not a party to any related party transactions outlined in Item 404(a) of Regulation S-K. Mr. Marabito will serve as an independent director and sit on the Audit Committee of the Board. A copy of the press release is furnished herewith as Exhibit 99.1.

 

  Item 9.01(d)

Exhibits.

 

Exhibit 99.1    Press Release of CBIZ, Inc. dated August 12, 2021, announcing appointment to the CBIZ Board of Directors.
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES:

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

Dated: August 17, 2021

 

CBIZ, Inc.
By:  

/s/ Michael W. Gleespen

Name:   Michael W. Gleespen
Title:   Corporate Secretary
EX-99.1

Exhibit 99.1

CBIZ Board Appoints Richard T. Marabito as Independent Director

August 12, 2021

CLEVELAND, Aug. 12, 2021 /PRNewswire/ — CBIZ, Inc. (NYSE: CBZ) (“the Company”), a leading provider of financial, insurance and advisory services, today announced the appointment of Richard T. Marabito as independent director to the Company’s Board of Directors, effective August 12, 2021.

The appointment of Mr. Marabito comes as the CBIZ Board of Directors approved the expansion of its membership from 10 to 11 directors. Mr. Marabito will serve as an independent director and sit on the Audit Committee of the Board.

Mr. Marabito currently serves as Chief Executive Officer of Olympic Steel, a national metals service center headquartered in Cleveland, Ohio that focuses on the direct sale of processed carbon, coated and stainless flat-rolled sheet, coil and plate steel, aluminum, tin plate, and metal-intensive branded products. Mr. Marabito became CEO in 2018 after serving for 18 years as the Chief Financial Officer. He joined the company in 1994 as Corporate Controller. Mr. Marabito started his career in public accounting at Arthur Andersen. He served on the Board of Directors and as Audit Committee Chairman for Hawk Corporation from 2008 until the company’s sale in November 2010.

CBIZ Chairman Steven L. Gerard stated, “We are very pleased to welcome Rick Marabito to the CBIZ Board of Directors. The Board and Company will benefit from Mr. Marabito’s extensive leadership and experience as a Chief Executive Officer and Chief Financial Officer of a publicly traded company, his time spent in the public accounting industry and his significant business acumen and expertise.”

Mr. Marabito holds a BA in accounting from the University of Mount Union and is a Certified Public Accountant in the state of Ohio.

About CBIZ

CBIZ, Inc. is a leading provider of financial, insurance and advisory services to businesses throughout the United States. Financial services include accounting, tax, government health care consulting, transaction advisory, risk advisory, and valuation services. Insurance services include employee benefits consulting, retirement plan consulting, property and casualty insurance, payroll, and human capital consulting. With more than 100 offices in 31 states, CBIZ is one of the largest accounting and insurance brokerage providers in the U.S. For more information, visit www.cbiz.com.