Special Meeting and Proxy Materials

Special Meeting of Stockholders

A special meeting of stockholders of CBOE Holdings, Inc. will be held:

January 17, 2017, 11:00 a.m., local time
Chicago Board Options Exchange
Fourth Floor Auditorium
400 South LaSalle Street
Chicago, Illinois 60605

Stockholders are being asked:

  1. To approve the issuance of shares of CBOE Holdings, Inc. common stock pursuant to the Agreement and Plan of Merger, dated as of September 25, 2016 by and among CBOE Holdings, Inc., two wholly owned subsidiaries of CBOE Holdings, Inc. and Bats Global Markets, Inc. (the “share issuance proposal”).

  2. To adjourn the special meeting, if necessary or appropriate, including to permit further solicitation of proxies in favor of the share issuance proposal if there are insufficient votes at the time of the special meeting to approve the share issuance proposal.

Your vote is important. To vote your proxy, please follow the instructions provided in the meeting notice that was mailed on or around December 12, 2016, to stockholders of record on December 09, 2016.

Please note that if you hold stock in different accounts, you may need to complete multiple proxy cards to vote all of your shares.

If you are a Registered Stockholder, you may vote your proxy online now by clicking the website link noted below. You must have your proxy card on hand to refer to the control number printed on the card.

You are a Registered Stockholder if your shares are held at our transfer agent, Computershare.

Registered stockholders may vote in person at the Special Meeting or by proxy in one of the following three ways:

  • By Internet – please access the following website: http://www.investorvote.com/cboe
  • By phone - please call the following toll-free number: (800) 652-8683
  • By Mail - please mark, sign and date your proxy card and return it in the postage-paid envelope

You are a Beneficial Stockholder if you maintain your position in the Company within a brokerage account.

If you hold your shares through a broker or other third party you may vote your proxy by following the directions provided on the voting instructions form you received from your broker or other third party.

You may view the documents here:

View (PDF, xxKB, opens in a new window) Joint Proxy Statement

Additional Information Regarding the Transaction and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication is being made in respect of the proposed merger transaction involving CBOE, Bats, CBOE Corporation and CBOE V, LLC. The issuance of shares of CBOE common stock in connection with the proposed merger will be submitted to the stockholders of CBOE for their consideration, and the proposed merger will be submitted to the stockholders of Bats for their consideration. In connection therewith, CBOE filed with the SEC on December 12, 2016 a definitive joint proxy statement/prospectus dated December 9, 2016, and each of the companies may be filing with the SEC other documents regarding the proposed transaction. CBOE and Bats commenced mailing of the definitive joint proxy statement/prospectus to CBOE stockholders and Bats stockholders on December 12, 2016. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF CBOE AND/OR BATS ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the definitive joint proxy statement/prospectus, any amendments or supplements thereto and other documents containing important information about each of CBOE and Bats, as such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by CBOE will be available free of charge on CBOE’s website at http://ir.cboe.com/financial-information/sec-filings.aspx under the heading “SEC Filings” or by contacting CBOE’s Investor Relations Department at (312) 786-7136. Copies of the documents filed with the SEC by Bats will be available free of charge on Bats’ website at http://www.bats.com/investor_relations/financials/ under the heading “SEC Filings” or by contacting Bats’ Investor Relations Department at (913) 815-7132.

Participants in the Solicitation
CBOE, Bats, their respective directors and executive officers, certain other members of CBOE’s and Bats’ respective management and certain of CBOE’s and Bats’ respective employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of CBOE is set forth in its proxy statement for its 2016 annual meeting of stockholders, which was filed with the SEC on April 6, 2016, and its annual report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC on February 19, 2016, and information about the directors and executive officers of Bats is set forth in its final prospectus, which was filed with the SEC on April 15, 2016. Each of these documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive joint proxy statement/prospectus and may be available in other relevant materials to be filed with the SEC when they become available.