Director Nomination Process

The CBOE Holdings, Inc. Nominating and Governance Committee is responsible for considering and recommending nominees for election as CBOE Holdings directors. The Committee annually reviews the skills and characteristics required of directors in the context of the current composition of the CBOE Holdings 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.

Any stockholder who wishes to propose any business to be considered by the stockholders at the 2014 Annual Meeting of Stockholders other than a proposal for inclusion in the proxy statement pursuant to the SEC’s rules, or who wants to nominate a person for election to the Board of Directors at that meeting, must notify the Secretary of CBOE Holdings in writing and provide the specified information described in our Bylaws concerning the proposed business or nominee. The notice must be delivered to or mailed to the Secretary, CBOE Holdings, 400 South LaSalle Street, Chicago, Illinois 60605, and received at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. The 2013 Annual Meeting of stockholders took place on May 23, 2013.

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