---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-23-018328"
form_type: "8-K"
ticker: "CBZ"
cik: "0000944148"
company_name: "CBIZ, Inc."
filed_at: "2023-05-16T23:59:59+00:00"
generated_at: "2026-06-15T00:25:12.849547+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.45
calibrated_materiality_score: 0.45
confidence: "high"
source: SEC EDGAR
---

# CBIZ shareholders approve 1.5M share increase to 2019 Omnibus Incentive Plan

## Summary
- All three director nominees (Marabito, Young, Wiley) elected with >34M votes for each.
- KPMG ratified as independent auditor for FY2023: 44.35M for, 2.61M against.
- Advisory say-on-pay passed (41.37M for); shareholders chose annual frequency for future votes.
- Amendment to 2019 Omnibus Incentive Plan adds 1,500,000 shares, total authorized rises to 3,052,322.
- Amendment effective May 10, 2023, pending Form S-8 filing.

## SEC filing metadata
- accession: 0001628280-23-018328
- form_type: 8-K
- ticker: CBZ
- cik: 0000944148
- company_name: CBIZ, Inc.
- filed_at: 2023-05-16T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.45
- calibrated_materiality_score: 0.45
- confidence: high
- sec_items: 5.07, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/944148/000162828023018328/0001628280-23-018328-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/944148/000162828023018328/cbz-20230510.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-23-018328
- JSON: https://secwatch.observer/filing/0001628280-23-018328.json
- Plain text: https://secwatch.observer/filing/0001628280-23-018328.txt

## Key facts
- Shareholder Votes
  CBIZ, Inc. shareholders approved Election of Directors at the 2023-05-10 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: The stockholders elected management’s nominees for election as directors. The results of the vote taken were as follows: Directors For Against Abstain Non Votes Richard T. Marabito 39,110,428 4,479,719 — 3,375,387 Rodney A. Young 43,322,878 267,269 — 3,375,387 Benaree Pratt Wiley 34,075,906 9,514,241 — 3,375,387
  evidence_url: https://www.sec.gov/Archives/edgar/data/944148/000162828023018328/0001628280-23-018328-index.htm
- Shareholder Votes
  CBIZ, Inc. shareholders approved Advisory vote on frequency of say-on-pay votes at the 2023-05-10 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: The stockholders approved, through a non-binding advisory basis, the proposal that the Company hold an advisory vote regarding the compensation of the Company’s Named Executive Officers on an annual basis. The results of the vote taken were as follows: One Year 40,120,286 Two Years 85,492 Three Years 3,366,985 Abstain 17,384 Non Votes 3,375,387
  evidence_url: https://www.sec.gov/Archives/edgar/data/944148/000162828023018328/0001628280-23-018328-index.htm
- Shareholder Votes
  CBIZ, Inc. shareholders approved Ratification of KPMG LLP as independent registered public accounting firm for year ending December 31, 2023 at the 2023-05-10 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: The stockholders ratified the selection by the Audit Committee of the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The results of the vote taken were as follows: For 44,350,649 Against 2,609,984 Abstain 4,901
  evidence_url: https://www.sec.gov/Archives/edgar/data/944148/000162828023018328/0001628280-23-018328-index.htm
- Shareholder Votes
  CBIZ, Inc. shareholders approved Amendment to CBIZ, Inc. 2019 Omnibus Incentive Plan at the 2023-05-10 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: The stockholders approved the amendment to the CBIZ, Inc. 2019 Omnibus Incentive Plan. The results of the vote taken were as follows: For 41,749,079 Against 1,808,065 Abstain 33,003 Non Votes 3,375,387
  evidence_url: https://www.sec.gov/Archives/edgar/data/944148/000162828023018328/0001628280-23-018328-index.htm
- Shareholder Votes
  CBIZ, Inc. shareholders approved Advisory approval of Named Executive Officers compensation as disclosed in 2023 proxy statement at the 2023-05-10 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: The stockholders approved, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the 2023 proxy statement. The results of the vote taken were as follows: For 41,371,937 Against 2,192,495 Abstain 25,715 Non Votes 3,375,387
  evidence_url: https://www.sec.gov/Archives/edgar/data/944148/000162828023018328/0001628280-23-018328-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.