UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

☒	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material under §240.14a-12

CBIZ, INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

☐	No fee required.

 

☐	Fee paid previously with preliminary materials.

 

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

PRELIMINARY PROXY MATERIALS –

SUBJECT TO COMPLETION DATED AUGUST 27, 2026

 

 

CBIZ, INC.

5959 Rockside Woods Blvd. N., Suite 600

Independence, Ohio 44131

cbiz.com

[●], 2026

Dear CBIZ Stockholder:

You are cordially invited to attend a special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of CBIZ, Inc., a Delaware corporation (“CBIZ” or the “Company”). The Special Meeting will be held via live webcast on [●], 2026 at [●], Eastern Time. To participate in the Special Meeting virtually through the internet, please visit [●]. You will need the 16-digit control number shown on your proxy card or voting instructions form to vote during the meeting. If you are a stockholder and you do not have your 16-digit control number, you will only be able to listen to the Special Meeting. If you cannot locate your 16-digit control number, stockholders who hold their Shares in “street name” should contact their bank, broker or other nominee (preferably at least five days before the Special Meeting) and obtain their 16-digit control number. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “attendance at the Special Meeting” or “present at the Special Meeting” mean virtually present at the Special Meeting. We encourage you to allow ample time for online check-in, which will open at [●], Eastern Time. Please note that you will not be able to attend the Special Meeting in person. Details on how to access the meeting and the business to be conducted are provided in the accompanying proxy statement.

On July 28, 2026, CBIZ entered into an Agreement and Plan of Merger (as amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, Viking ParentCo, Inc., a Delaware corporation (“Parent”), and Viking MergerCo, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Grant Thornton Advisors LLC (“Grant Thornton”). At the Special Meeting, CBIZ will ask you and the other CBIZ stockholders to consider and vote on a proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”).

At the effective time of the Merger (the “Effective Time”), each share of Company common stock, par value $0.01 per share (each a “Share” and, collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than Shares owned by (i) Parent or Merger Sub or any of their respective subsidiaries, (ii) the Company as treasury stock, (iii) the Company’s direct or indirect wholly owned subsidiaries (each such Share referred to in clauses (i), (ii), and (iii) an “Excluded Share” and, collectively, the “Excluded Shares”) and (iv) holders of record and “beneficial owners” (as defined in Section 262(a) of the Delaware General Corporation Law (the “DGCL”)) who have perfected and not withdrawn a demand for appraisal rights in accordance with Section 262 of the DGCL (such Shares, the “Dissenting Shares” and such stockholders and beneficial owners, the “Dissenting Stockholders”)), will be converted into the right to receive $55.00 in cash, without interest thereon and subject to deduction for any applicable withholding taxes. The board of directors of the Company (the “Board”) evaluated the Merger in consultation with the Company’s management and legal and financial advisors. The Board unanimously (i) approved and declared advisable the Merger Agreement and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger

 

i

Agreement, (ii) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders, (iii) resolved to recommend to the stockholders of the Company the adoption of the Merger Agreement in accordance with the DGCL and (iv) directed that the Merger Agreement be submitted to the holders of Shares for their consideration and adoption.

Additionally, you will be asked to consider and vote at the Special Meeting on (1) a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Transactions, including the Merger (the “Merger-Related Compensation Proposal”) and (2) a proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate to ensure that any necessary supplement or amendment to the proxy statement accompanying this notice is provided to Company stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies in favor of the Merger Agreement Proposal if there are insufficient votes at the time of the Special Meeting to approve such proposal (the “Adjournment Proposal”).

The Merger Agreement and the Transactions, including the Merger, have been unanimously approved, declared advisable and recommended by the Board, by a vote of the Company’s directors. The Board recommends a vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Your vote is important. The Merger cannot be completed unless the Merger Agreement is adopted by Company stockholders holding a majority of the outstanding Shares entitled to vote on such matter as of [●], 2026. The failure to vote, assuming a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Therefore, whether or not you plan to attend the Special Meeting and regardless of the number of Shares you own, your careful consideration of, and vote on, the Merger Agreement Proposal is important, and we encourage you to vote promptly. After reading the accompanying proxy statement, please make sure to submit a proxy to vote your Shares promptly (1) by completing, signing and dating the accompanying proxy card and returning it in the enclosed prepaid envelope, (2) by telephone or (3) through the internet. Instructions regarding all three methods of voting are provided on the proxy card. If you virtually attend the Special Meeting and vote during the Special Meeting, your vote by ballot will revoke any proxy previously submitted. If you hold Shares through an account with a bank, broker, trust or other nominee, please follow the instructions you receive from your bank, broker, trust or other nominee to vote your Shares.

Completion of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement.

The accompanying proxy statement provides you with more detailed information about the Special Meeting, the Merger Agreement and the Transactions, including the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in the proxy statement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”). In particular, you should read the “Risk Factors” section beginning on page 14 in the Company ’s Annual Report on Form 10-K for the year ended December 31, 2025 (as amended), subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in the proxy statement, for risks relating to the Company’s business and for a discussion of the risks that you should consider in evaluating the proposed Merger and how it may affect you.

 

ii

If you have any questions or need assistance submitting your proxy, or if you need additional copies of the proxy statement or the proxy card or voting instructions enclosed thereto, please contact the Company’s proxy solicitor, Innisfree M&A Incorporated:

 

 

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor

New York, New York 10110

Stockholders, please call toll free: +1 (877) 750-0637 (U.S. and Canada)

               +1 (412) 232-3651 (all other countries)

Banks and Brokers may call: +1 (212) 750-5833 (collect)

Your support of and interest in CBIZ, Inc. is sincerely appreciated.

Rick L. Burdick, Chair of the Board

The accompanying proxy statement is dated [●], 2026, and is first being mailed to CBIZ stockholders on or about [●], 2026.

Neither the SEC nor any state securities regulatory agency has approved or disapproved the Transactions (including the Merger), passed upon the merits or fairness of the Transactions (including the Merger) or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

 

iii

CBIZ, INC.

5959 Rockside Woods Blvd. N., Suite 600

Independence, Ohio 44131

cbiz.com

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on [●], 2026

Virtual Meeting Only-No Physical Location

To the Stockholders of CBIZ, Inc.:

Notice is hereby given that a special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of CBIZ, Inc., a Delaware corporation (“CBIZ” or the “Company”), will be held via live webcast on [●], 2026 at [●], Eastern Time. To participate in the Special Meeting virtually through the internet, please visit [●]. If you are a stockholder and you do not have your 16-digit control number, you will only be able to listen to the Special Meeting. If you cannot locate your 16-digit control number, stockholders who hold their Shares in “street name” should contact their bank, broker or other nominee (preferably at least five days before the Special Meeting) and obtain their 16-digit control number. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “attendance at the Special Meeting” or “present at the Special Meeting” mean virtually present at the Special Meeting. We encourage you to allow ample time for online check-in, which will open at [●], Eastern Time. Please note that you will not be able to attend the Special Meeting in person. We are holding the Special Meeting for the following purposes:

 

(1)

to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of July 28, 2026 (as amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, Viking ParentCo, Inc., a Delaware corporation (“Parent”), and Viking MergerCo, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), a copy of which is attached as Annex A to the accompanying proxy statement, pursuant to which Merger Sub will be merged with and into the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Merger Agreement Proposal”);

 

(2)

to consider and vote on a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Transactions, including the Merger (the “Merger-Related Compensation Proposal”); and

 

(3)

to consider and vote on a proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate to ensure that any necessary supplement or amendment to the proxy statement accompanying this notice is provided to Company stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies in favor of the Merger Agreement Proposal if there are insufficient votes at the time of the Special Meeting to approve such proposal (the “Adjournment Proposal”).

These items of business are more fully described in the accompanying proxy statement.

The record date for the Special Meeting is [●], 2026 (the “Record Date”). Only stockholders at the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting and any adjournments or

 

i

postponements thereof. Any stockholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf.

If the Merger is consummated, holders of record and “beneficial owners” (as defined in Section 262(a) of the DGCL) who continuously hold or own shares of Company common stock, par value $0.01 per share (each a “Share” and, collectively, the “Shares”) through the effective time of the Merger and who properly demand appraisal of their Shares and who do not withdraw their demands or otherwise lose their rights of appraisal will be entitled to seek appraisal of their Shares in connection with the Merger. Stockholders and beneficial owners must comply with all the requirements of Delaware law, which are summarized in the proxy statement accompanying this notice and may be accessed without subscription or cost at the following publicly available website:

https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

The Merger Agreement and the Transactions, including the Merger, have been unanimously approved, declared advisable and recommended by the board of directors of the Company (the “Board”), by a vote of the Company’s directors. The Board recommends a vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Your vote is very important. If you fail to return your proxy, submit a proxy by telephone or through the internet or virtually attend the Special Meeting, your Shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting or be voted at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

To ensure that your Shares are represented at the Special Meeting, regardless of whether you plan to virtually attend the Special Meeting, please fill in your vote, sign and mail the enclosed proxy card as soon as possible. We have enclosed a return envelope, which requires no postage if mailed in the United States. Alternatively, you may submit a proxy to vote by telephone or through the internet. Instructions regarding each of the methods of submitting a proxy are provided on the enclosed proxy card. If you are submitting a proxy to vote by telephone or through the internet, then your voting instructions must be received by 11:59 p.m., Eastern Time on [●], 2026, the day before the Special Meeting. If you choose to submit your proxy by mailing a proxy card, your proxy card must be completed, signed, dated and returned in the enclosed postage-paid reply envelope or otherwise filed with our Corporate Secretary no later than 11:59 p.m., Eastern Time, on [●], 2026, the day before the Special Meeting. Your proxy is being solicited by the Board.

The accompanying proxy statement provides you with more detailed information about the Special Meeting, the Merger Agreement and the Transactions, including the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in the proxy statement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”). In particular, you should read the “Risk Factors” section beginning on page 14 in the Company’s Annual Report on Form 10-K for the year ended December  31, 2025 (as amended), subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in the proxy statement, for risks relating to the Company’s business and for a discussion of the risks that you should consider in evaluating the proposed Merger and how it may affect you.

 

ii

If you have any questions or need assistance submitting your proxy, or if you need additional copies of the proxy statement or the enclosed proxy card or voting instructions, please contact the Company’s proxy solicitor, Innisfree M&A Incorporated:

 

 

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor

New York, New York 10110

Stockholders, please call toll free: +1 (877) 750-0637 (U.S. and Canada)

               +1 (412) 232-3651 (all other countries)

Banks and Brokers may call: +1 (212) 750-5833 (collect)

Sincerely,

Jaileah X. Huddleston

Corporate Secretary

[●], 2026 Independence, Ohio

Please Vote – Your Vote is Important

 

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TABLE OF CONTENTS

 

		Page
SUMMARY TERM SHEET			1
The Parties			1
The Special Meeting			2
The Merger			2
The Merger Agreement			2
Stockholders Entitled to Vote; Vote Required to Adopt the Merger Agreement			5
How to Vote			5
Background of the Merger			6
Recommendation of the Board			6
Reasons for the Merger			6
Opinion of the Company’s Financial Advisor			7
Interests of Directors and Executive Officers in the Merger			7
Certain Effects of the Merger			7
Consequences if the Merger is Not Completed			8
Certain Financial Projections Utilized in Connection with the Merger			8
Material U.S. Federal Income Tax Consequences of the Merger			8
Financing of the Merger			9
Treatment of Equity Awards			10
Regulatory Approvals			11
Payment of Merger Consideration			11
Appraisal Rights			13
Additional Information			13
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			14
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER			16
THE MERGER			24
Overview			24
Background of the Merger			24
Recommendation of the Board			31
Reasons for the Merger			31
Opinion of the Company’s Financial Advisor			39
Interests of Directors and Executive Officers in the Merger			47
Certain Effects of the Merger			52
Consequences if the Merger is Not Completed			52
Material U.S. Federal Income Tax Consequences of the Merger			53
Regulatory Approvals			57
Payment of Merger Consideration			57
Financing of the Merger			58
Limited Guarantee			60
Treatment of Existing Indebtedness			61
THE MERGER AGREEMENT			62
The Merger			62
Effective Time of the Merger			62
Marketing Period			63
Organizational Documents; Directors and Officers			64
Merger Consideration Received by CBIZ Stockholders			64
Excluded Shares			64
Dissenting Shares			64
Merger Sub Common Stock			65
Treatment of Outstanding Equity Awards			65
Conversion of Shares; Exchange of Certificates			68
Representations and Warranties			69

Covenants Regarding Conduct of Business by the Company Prior to Merger			72
Acquisition Proposals			75
Obligations with Respect to this Proxy Statement and the Special Meeting			79
Efforts to Complete the Merger			79
Access to Information			82
Director and Officer Indemnification and Insurance			82
Employee Benefits			83
Financing Cooperation			85
Existing Credit Agreements			85
Other Covenants and Agreements			85
Conditions to the Merger			86
Termination of the Merger Agreement			87
Effect of Termination			89
Termination Fees			89
Miscellaneous			90
Expenses			92
PARTIES TO THE MERGER			93
CBIZ			93
Parent			93
Merger Sub			93
THE SPECIAL MEETING			94
Date, Time and Place of the Special Meeting			94
Purpose of the Special Meeting			94
Recommendation of the Board			94
Record Date and Quorum			94
Vote Required for Approval			95
Shares Held by the Company’s Directors and Executive Officers			95
Broker Non-Votes			96
How to Vote			96
Revocation of Proxies			97
Adjournments and Postponements			97
Solicitation of Proxies			97
Questions and Additional Information			98
PROPOSAL 1: THE MERGER AGREEMENT PROPOSAL			99
PROPOSAL 2: MERGER-RELATED COMPENSATION PROPOSAL			100
PROPOSAL 3: ADJOURNMENT PROPOSAL			101
APPRAISAL RIGHTS			102
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			107
OTHER MATTERS			109
FUTURE STOCKHOLDER PROPOSALS			110
HOUSEHOLDING OF PROXY MATERIAL			111
WHERE YOU CAN FIND MORE INFORMATION			112
Annex A – Agreement and Plan of Merger			A-1
Annex B – Opinion of Goldman Sachs & Co. LLC			B-1

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us, contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the effects of the proposed Merger and the anticipated timing of the Merger. Forward-looking statements are based on CBIZ’s management’s beliefs, as well as assumptions made by, and information currently available to, them. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “predicts,” “potential,” “expects,” “may,” “could,” “might,” “likely,” “will,” “should” and similar references to future periods, or by the inclusion of forecasts or projections. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.

Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. It is not possible to predict or identify all risk factors. Consequently, the risks and uncertainties include, but are not limited to, those discussed under the other risk factors described under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other sections of the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026, as amended on March 2, 2026 and August 4, 2026, and any subsequent amendments, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other subsequent filings with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction and the following, and should not be considered a complete discussion of all of our potential risks:

 

•

that one or more closing conditions to the proposed transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, or that the required approval by the stockholders of the Company may not be obtained;

 

•

the risk that the proposed transaction may not be completed on the terms or in the time frame expected by the Company and Parent, or at all;

 

•

unexpected costs, charges or expenses resulting from the proposed transaction;

 

•

uncertainty of the expected financial performance and results of operations of the combined company following completion of the proposed transaction;

 

•

failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of the Company and Parent, on the expected timeframe or at all;

 

•

the ability of the combined company to implement its business strategy;

 

•

difficulties and delays in the combined company achieving revenue and cost synergies;

 

•

inability of the combined company to retain and hire key personnel;

 

•

the occurrence of any event that could give rise to termination of the proposed transaction;

 

•

the risk that stockholder litigation in connection with the proposed transaction or other litigation, settlements or investigations may affect the timing or completion of the proposed transaction or result in significant costs of defense, indemnification and liability;

 

•

evolving legal, regulatory and tax regimes;

 

•

changes in general economic, competitive, technological and/or industry-specific conditions affecting the businesses and industries in which the Company and Parent operate;

 

•

actions by third parties, including government agencies and rating agencies;

 

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•

risks that any debt financing anticipated in connection with the proposed transaction is not obtained or that such financing cannot be obtained on the anticipated timing or terms or unexpected costs or expenses in connection therewith;

 

•

risks related to the disruption of management time from ongoing business operations due to the pendency of the proposed transaction, or other effects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees, customers, partners, or other counterparties; (16) risks that any announcement relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock, credit ratings or operating results, and may have an adverse effect on the ability of the Company to retain and hire key personnel, retain customers and maintain relationships with business partners, suppliers and customers; and

 

•

the risk that the market price of the Company’s common stock may decline if the proposed transaction is not completed.

The foregoing list of factors should not be construed as exhaustive. CBIZ can give no assurance that the expectations expressed or implied in the forward-looking statements contained herein will be attained. The statements made in this proxy statement are current as of the date of this proxy statement only. CBIZ undertakes no obligation to publicly update or revise any forward-looking statements or any other information contained herein, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

 

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the Special Meeting of stockholders, the Merger Agreement and the Transactions (including the Merger). These questions and answers do not address all questions that may be important to you as a CBIZ stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the Annexes to this proxy statement and the documents referred to in and incorporated by reference into this proxy statement.

 

Q:	Why am I receiving this proxy statement?

 

A:

On July 28, 2026, CBIZ entered into the Merger Agreement with Parent and Merger Sub. A copy of the Merger Agreement is attached to this proxy statement as Annex A and is incorporated by reference herein. In order to complete the Merger, CBIZ’s stockholders must vote to adopt the Merger Agreement. You are receiving this proxy statement in connection with the solicitation of proxies by the Board in favor of the Merger Agreement Proposal.

Your vote is very important. Even if you plan to attend the Special Meeting virtually through the internet, we encourage you to submit a proxy as soon as possible.

 

Q:	What is the proposed Merger and what effects will it have on the Company?

 

A:

The proposed Merger will result in the acquisition of the Company by Parent pursuant to the Merger Agreement. If the Merger Agreement Proposal is approved by CBIZ’s stockholders and the other closing conditions under the Merger Agreement are satisfied or waived, Merger Sub will merge with and into the Company, with the Company becoming a wholly owned subsidiary of Parent. As a result of the Merger, the Company will cease to be a public company and you will cease to hold Shares. In addition, following the Merger, the Shares will be delisted from NYSE and deregistered under the Exchange Act, and CBIZ will no longer be required to file periodic reports, current reports and proxy and information statements with the SEC.

 

Q:	As a stockholder, what will I receive in the Merger?

 

A:

If the Merger is completed, you will be entitled to receive $55.00 in cash, without interest, for each Share (other than any Excluded Shares) that you own as of immediately prior to the Effective Time. For further information, see the section entitled “The Merger Agreement-Merger Consideration Received by CBIZ Stockholders,” beginning on page [●].

 

Q:	Will I continue to receive dividends on Shares that I held prior to Closing?

 

A:	The terms of the Merger Agreement prohibit CBIZ from paying or declaring any further dividends, including regular quarterly dividends.

 

Q:	What are the material U.S. federal income tax consequences of the Merger?

 

A:

If you are a U.S. Holder (as defined in the section entitled “The Merger-Material U.S. Federal Income Tax Consequences of the Merger-U.S. Holders,” beginning on page [●]), the exchange of Shares for cash pursuant to the Merger will require you to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash you received pursuant to the Merger and your adjusted tax basis in the Shares surrendered pursuant to the Merger.

If you are a Non-U.S. Holder (as defined in the section entitled “The Merger-Material U.S. Federal Income Tax Consequences of the Merger-Non-U.S. Holders,” beginning on page [●]), the exchange of Shares for

 

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cash pursuant to the Merger generally will not be subject to U.S. federal income tax unless you have certain connections to the United States or the Company is or has been a United States real property holding corporation.

You should consult your own tax advisor to determine the U.S. federal income tax consequences of the Merger to you in light of your own particular circumstances and any consequences arising under the laws of any state, local, or non-U.S. taxing jurisdiction. A more complete description of certain U.S. federal income tax consequences of the Merger is provided in the section entitled “The Merger-Material U.S. Federal Income Tax Consequences of the Merger,” beginning on page [●].

Stockholders should consult their own tax advisors concerning the U.S. federal income tax consequences of the Merger in light of their particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction.

 

Q:	What will happen to outstanding CBIZ equity compensation awards in the Merger?

 

A:	For information regarding the treatment of outstanding CBIZ equity awards, see the section entitled “The Merger Agreement-Treatment of Outstanding Equity Awards,” beginning on page [●].

 

Q:	What will happen to the Company ESPP?

 

A:	For information regarding the treatment of the Company ESPP, see the section entitled “The Merger Agreement-Treatment of Outstanding Equity Awards,” beginning on page [●].

 

Q:	When and where will the Special Meeting be held?

 

A:

The Special Meeting will be held via live webcast on [●], 2026, at [●], Eastern Time. To participate in the Special Meeting virtually through the internet, please visit [●]. You will need the 16-digit control number shown on your proxy card or voting instructions form to vote during the meeting. If you are a stockholder and you do not have your 16-digit control number, you will only be able to listen to the Special Meeting. If you cannot locate your 16-digit control number, stockholders who hold their Shares in “street name” should contact their bank, broker or other nominee (preferably at least five days before the Special Meeting) and obtain their 16-digit control number. We encourage you to allow ample time for online check-in, which will open at [●], Eastern Time. Please note that you will not be able to attend the Special Meeting in person.

 

Q:	Who is entitled to vote at the Special Meeting?

 

A:

Only holders of Shares of record as of the close of business on [●], 2026, the Record Date for the Special Meeting, are entitled to notice of and to vote at the Special Meeting. You will be entitled to one vote on each of the proposals presented in this proxy statement for each Share that you own as of the close of business on the Record Date.

 

Q:	What is the difference between being a “holder of record” and a “beneficial owner” of Shares held in “street name”?

 

A:

If, on the Record Date, your Shares are registered directly in your name with the Company’s transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those Shares, the stockholder of record. If your Shares are held by a bank, broker, trust or other nominee, you are considered the beneficial owner of Shares held in “street name.”

 

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Q:	What proposals will be considered at the Special Meeting?

 

A:	At the Special Meeting, you will be asked to consider and vote on:

 

•

a proposal to adopt the Merger Agreement, a copy of which is attached as Annex A to this proxy statement, pursuant to which Merger Sub will be merged with and into the Company with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Merger Agreement Proposal”);

 

•

a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Transactions, including the Merger (the “Merger-Related Compensation Proposal”), as discussed in the section entitled “The Merger-Interests of Directors and Executive Officers in the Merger,” beginning on page [●]; and

 

•

a proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate to ensure that any necessary supplement or amendment to this proxy statement is provided to Company stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies in favor of the Merger Agreement Proposal if there are insufficient votes at the time of the Special Meeting to approve such proposal (the “Adjournment Proposal”).

You should read the section of this proxy statement entitled “The Merger-Reasons for the Merger,” beginning on page [●], for a discussion of the factors that the Board considered in deciding to recommend the approval of the Merger Agreement. See also the section entitled “The Merger-Interests of Directors and Executive Officers in the Merger,” beginning on page [●].

 

Q:	What vote is required to approve each of the proposals?

 

A:

The approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote on such matter as of the Record Date. Abstentions and failures to vote will have the same effect, assuming a quorum is present, as a vote “AGAINST” the Merger Agreement Proposal.

The approval of the Merger-Related Compensation Proposal requires the affirmative vote of the holders of a majority in voting power of the Shares present in person or represented by proxy at the Special Meeting and entitled to vote on the matter. Failures to vote will have no effect on approval of the Merger-Related Compensation Proposal, assuming a quorum is present; however, abstentions from voting will have the same effect as a vote “AGAINST” the Merger-Related Compensation Proposal.

The approval of the Adjournment Proposal requires, assuming a quorum is present, the affirmative vote of the holders of a majority in voting power of the Shares present in person or represented by proxy at the Special Meeting and entitled to vote on the matter. Failures to vote will have no effect on approval of the Adjournment Proposal, assuming a quorum is present; however, abstentions from voting will have the same effect as a vote “AGAINST” the Adjournment Proposal.

 

Q:	How does the Board recommend that I vote on the proposals?

 

A:

The Merger Agreement and the consummation of the Transactions, including the Merger, have been unanimously approved and declared advisable by the Board. The Board recommends a vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

For a discussion of the material factors considered by the Board in reaching its conclusions, see the section entitled “The Merger-Reasons for the Merger,” beginning on page [●]. In addition, in considering the recommendation of the Board with respect to the Merger Agreement, you should be aware that our directors and executive officers have interests that may be different from, or in addition to, the interests of CBIZ stockholders generally. See the section entitled “The Merger-Interests of Directors and Executive Officers in the Merger,” beginning on page [●].

 

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Q:	Do I need to attend the Special Meeting?

 

A:

No. It is not necessary for you to attend the Special Meeting in order to vote your Shares. If you are a holder of Shares as of the Record Date, you may vote by mail, by telephone or through the internet, as described in more detail below. If you are a “street name” holder of Shares, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee for your Shares to be voted at the Special Meeting, as described in more detail below.

 

Q:	How many Shares need to be represented at the Special Meeting?

 

A:

The presence at the Special Meeting, by attendance via the virtual meeting website or by proxy, of the holders of a majority of the Shares entitled to vote on each matter that is to be voted on at the meeting constitutes a quorum for the purpose of considering the proposals. A quorum is the minimum number of Shares required to be present at the Special Meeting for the meeting to be properly held under our bylaws and the DGCL.

As of [●], 2026, there were [●] Shares outstanding. If you are a holder of Shares as of the Record Date and you submit a proxy to vote your Shares by mail, by telephone, through the internet or you attend the Special Meeting via the virtual meeting website, you will be considered part of the quorum. If you are a “street name” holder of Shares and you provide your bank, broker, trust or other nominee with voting instructions, then your Shares will be counted in determining the presence of a quorum. If you are a “street name” holder of Shares and you do not provide your bank, broker, trust or other nominee with voting instructions, then your Shares will not be counted in determining the presence of a quorum.

All Shares held by stockholders as of the Record Date that attend the Special Meeting via the virtual meeting website, or are represented by proxy, and entitled to vote at the Special Meeting, regardless of how such Shares are voted or whether such stockholders have indicated on their proxy that they are abstaining from voting, will be counted in determining the presence of a quorum. If a quorum is not present at the Special Meeting, then the Company may seek to adjourn the Special Meeting.

 

Q:	Why am I being asked to consider and cast a non-binding advisory vote to approve the compensation that may be paid or become payable to CBIZ’s named executive officers that is based on or otherwise relates to the Merger?

 

A:

In July 2010, the SEC adopted rules that require companies to seek a non-binding advisory vote to approve certain compensation that may be paid or become payable to their named executive officers that is based on or otherwise relates to corporate transactions such as the Merger. In accordance with the rules promulgated under Section 14A of the Exchange Act, CBIZ is providing its holders of Shares as of the Record Date with the opportunity to cast a non-binding advisory vote on compensation that may be paid or become payable to CBIZ’s named executive officers in connection with the Merger. For additional information, see the section entitled “Proposal 2: Merger-Related Compensation Proposal,” beginning on page [●].

 

Q:	What will happen if CBIZ stockholders do not approve the Merger-Related Compensation Proposal?

 

A:

The vote to approve the Merger-Related Compensation Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. Approval of the Merger-Related Compensation Proposal is not a condition to completion of the Merger, and it is advisory in nature only, meaning that it will not be binding on CBIZ or Parent or any of their respective subsidiaries. Accordingly, if the Merger Agreement is adopted by CBIZ’s stockholders and the Merger is completed, the compensation that is based on or otherwise relates to the Merger will be payable to our named executive officers even if this proposal is not approved.

 

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Q:	What do I need to do now? How many votes do I have?

 

A:

After carefully reading and considering the information contained in this proxy statement and the Annexes attached to this proxy statement, please vote your Shares in one of the ways described below as soon as possible. You will be entitled to one vote for each Share that you owned at the close of business on [●], 2026, the Record Date.

 

Q:	How do I vote if I am a stockholder of record?

 

A:	You may vote by:

 

•

submitting your proxy by completing, signing and dating each proxy card you receive and returning it by mail in the enclosed prepaid envelope;

 

•

submitting your proxy by using the telephone number printed on each proxy card you receive;

 

•

submitting your proxy through the internet voting instructions printed on each proxy card you receive; or

 

•

casting your vote at the Special Meeting. Any holder of Shares as of the Record Date can virtually attend the Special Meeting by visiting [●]. You will need the 16-digit control number shown on your proxy card or voting instructions form to vote during the meeting. If you are a stockholder and you do not have your 16-digit control number, you will only be able to listen to the Special Meeting. If you cannot locate your 16-digit control number, stockholders who hold their Shares in “street name” should contact their bank, broker or other nominee (preferably at least five days before the Special Meeting) and obtain their 16-digit control number. We encourage you to allow ample time for online check-in, which will open at [●], Eastern Time. Please note that you will not be able to attend the Special Meeting in person.

Submitting your proxy by mail, by telephone or through the internet will not prevent you from casting your vote at the Special Meeting via the virtual meeting website. You are encouraged to submit a proxy by mail, by telephone or through the internet even if you plan to attend the Special Meeting via the virtual meeting website to ensure that your Shares are represented at the Special Meeting.

If you return your signed proxy card, but do not mark the boxes showing how you wish to vote, your Shares will be voted “FOR” the Merger Agreement Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal.

 

Q:	What is the deadline for voting my Shares?

 

A:	If you are submitting your proxy by telephone or through the internet, your voting instructions must be received by 11:59 p.m., Eastern Time on [●], 2026, the day before the Special Meeting.

If your Shares were purchased through the Company ESPP and are held through your account with Computershare Trust Company, N.A., you must vote such Shares by 11:59 p.m., Eastern Time on [●], 2026, the day before the Special Meeting.

If you choose to submit your proxy by mailing a proxy card, your proxy card must be completed, signed, dated and returned in the enclosed postage-paid reply envelope or otherwise filed with our Corporate Secretary no later than 11:59 p.m., Eastern Time on [●], 2026, the day before the Special Meeting. You may also attend the Special Meeting virtually through the internet. If you are a beneficial owner, please review the voting instructions provided by your bank, broker, trust or other nominee for information on the deadline for voting your Shares.

 

Q:	If my Shares are held for me by a bank, broker, trust or other nominee, will my bank, broker, trust or other nominee vote those Shares for me with respect to the proposals?

 

A:	If you wish to vote by proxy and your Shares are held by a bank, broker, trust or other nominee, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee for your Shares

 

20

to be voted at the Special Meeting. Your bank, broker, trust or other nominee will NOT be able to vote your Shares on the proposals unless you have properly instructed your bank, broker, trust or other nominee on how to vote your Shares. You may be able to submit voting instructions by telephone or through the internet if your bank, broker, trust or other nominee offers these options. If you wish to vote by attending the Special Meeting via the virtual meeting website and your Shares are held in “street name,” you will need a 16-digit control number to vote during the Special Meeting. If you cannot locate your 16-digit control number, stockholders who hold their Shares in “street name” should contact their bank, broker or other nominee (preferably at least five days before the Special Meeting) and obtain their 16-digit control number.

 

Q:	What if I fail to instruct my bank, broker, trust or other nominee how to vote?

 

A:

Your bank, broker, trust or other nominee will NOT be able to vote your Shares on the proposals unless you have properly instructed your bank, broker, trust or other nominee on how to vote your Shares. Because the Merger Agreement Proposal requires the affirmative vote of holders of a majority of the outstanding Shares entitled to vote on such matter as of the Record Date, the failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. Furthermore, your Shares will not be included in the calculation of the number of Shares present at the Special Meeting for purposes of determining whether a quorum is present.

 

Q:	May I change my vote after I have mailed my proxy card or after I have submitted my proxy by telephone or through the internet?

 

A:

Yes. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting. You may revoke your proxy by delivering a signed written notice of revocation stating that the proxy is revoked and bearing a date later than the date of the proxy delivered to Jaileah X. Huddleston, Corporate Secretary, CBIZ, Inc., 5959 Rockside Woods Blvd. N., Suite 600, Independence, Ohio 44131. You may also revoke your proxy or change your vote by submitting another proxy by telephone or through the internet in accordance with the instructions on the enclosed proxy card. You may also submit a later-dated proxy card relating to the same Shares. If you voted by completing, signing, dating and returning the enclosed proxy card, you should retain a copy of the 16-digit control number found on the proxy card in the event that you later decide to revoke your proxy or change your vote by telephone or through the internet. Alternatively, your proxy may be revoked or changed by attending the Special Meeting via the virtual meeting website and voting at the meeting. However, simply attending the Special Meeting without voting will not revoke or change your proxy. “Street name” holders of Shares should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies.

If you have instructed a bank, broker, trust or other nominee to vote your Shares, you must follow the instructions received from your bank, broker, trust or other nominee to change your vote.

All properly submitted proxies received by us before the Special Meeting that are not revoked or changed prior to being exercised at the Special Meeting will be voted at the Special Meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, “FOR” each of the proposals.

 

Q:	What does it mean if I receive more than one proxy card?

 

A:

If you receive more than one proxy card, it means that you hold Shares that are registered in more than one account. For example, if you own your Shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and you will need to sign and return, a separate proxy card for those Shares because they are held in a different form of record ownership. Therefore, to ensure that all of your Shares are voted, you will need to submit your proxies by mailing in each proxy card you receive or by telephone or through the internet by using the different 16-digit control number(s) on each proxy card.

 

21

Q:	What is householding and how does it affect me?

 

A:

The SEC permits companies to send a single set of certain disclosure documents to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the company provides advance notice and follows certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. This householding process reduces the volume of duplicate information and reduces printing and mailing expenses. If your family has multiple accounts holding Shares, you may have already received a householding notification. For additional information, see the section entitled “Householding of Proxy Material,” beginning on page [●].

 

Q:	What happens if I sell my Shares before the Special Meeting?

 

A:

The Record Date for the Special Meeting is earlier than the expected date of completion of the Merger. If you hold Shares as of the close of business on the Record Date but transfer your Shares prior to the Special Meeting, you will retain your right to vote at the Special Meeting, but the right to receive the Merger Consideration will pass to the person who holds your Shares as of immediately prior to the Effective Time.

 

Q:	May I exercise dissenters’ rights or rights of appraisal in connection with the Merger?

 

A:

Yes. In order to exercise your appraisal rights, you must make a proper demand for appraisal of your Shares in accordance with Section 262 of the DGCL and otherwise comply with all applicable provisions Section 262 of the DGCL. Under Delaware law, holders of record and “beneficial owners” (as defined in Section 262(a) of the DGCL) of Shares who have perfected and not withdrawn a demand for appraisal rights in accordance with Section 262 of the DGCL will have the right to seek appraisal of the fair value of their Shares as determined by the Delaware Court of Chancery if the Merger is completed. Appraisal rights only will be available to these holders of record and beneficial owners if a proper written demand for appraisal is delivered to CBIZ prior to the vote on the Merger Agreement Proposal at the Special Meeting and they otherwise comply with the procedures and requirements set forth in Section 262 of the DGCL, the full text of which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. For additional information, see the section entitled “Appraisal Rights,” beginning on page [●].

 

Q:	If I hold my Shares in certificated form, should I send in my stock certificates now?

 

A:

No. Shortly after the Merger is completed, you will be sent a letter of transmittal that includes detailed written instructions on how to return your stock certificates. You must return your stock certificates in accordance with such instructions in order to receive the Merger Consideration. PLEASE DO NOT SEND IN YOUR STOCK CERTIFICATE(S) NOW.

 

Q:	When is the Merger expected to be completed?

 

A:

We and Parent are working toward completing the Merger as quickly as possible. We currently anticipate that the Merger will be completed during the fourth quarter of 2026, but we cannot be certain when or if the conditions to the Merger will be satisfied or, to the extent permitted, waived. The Merger cannot be completed until the conditions to closing are satisfied (or, to the extent permitted, waived), including the adoption of the Merger Agreement by CBIZ’s stockholders. For additional information, see the section entitled “The Merger Agreement-Conditions to the Merger,” beginning on page [●].

 

Q:	What happens if the Merger is not completed?

 

A:

If the Merger Agreement Proposal is not approved by the holders of a majority of the outstanding Shares entitled to vote on such matter as of the Record Date or if the Merger is not completed for any other reason, you will not receive any consideration from Parent or Merger Sub for your Shares. Instead, CBIZ will

 

22

remain a public company, and the Shares will continue to be registered under the Exchange Act and listed and traded on NYSE. We expect that our management will operate our business in a manner similar to that in which it is being operated today and that holders of Shares will continue to be subject to the same risks and opportunities to which they are currently subject with respect to their ownership of the Shares.

In addition, if the Merger Agreement is terminated under specified circumstances, the Company will be required to pay to Parent the Company Termination Fee or a Go-Shop Termination Fee, as applicable. The Merger Agreement also provides that Parent will be required to pay to the Company the Parent Termination Fee if the Merger Agreement is terminated due to certain reasons related to Parent’s breach or failure to close. For additional information, see the section entitled “The Merger Agreement-Termination Fees,” beginning on page [●].

For additional information, see the section entitled “The Merger-Consequences if the Merger is Not Completed,” beginning on page [●].

 

Q:	Where can I find the voting results of the Special Meeting?

 

A:	The Company will publish final voting results from the Special Meeting in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. For more information, please see the section entitled “Where You Can Find More Information,” beginning on page [●].

 

Q:	Are there any requirements if I plan on attending the Special Meeting?

 

A:

The Special Meeting will be held via live webcast only. Any holder of Shares as of the Record Date can virtually attend the Special Meeting by visiting [●]. You will need the 16-digit control number shown on your proxy card or voting instructions form to vote during the meeting. If you are a stockholder and you do not have your 16-digit control number, you will only be able to listen to the Special Meeting. If you cannot locate your 16-digit control number, stockholders who hold their Shares in “street name” should contact their bank, broker or other nominee (preferably at least five days before the Special Meeting) and obtain their 16-digit control number. We encourage you to allow ample time for online check-in, which will open at [●], Eastern Time. Please note that you will not be able to attend the Special Meeting in person.

 

Q:	Where can I find more information about CBIZ?

 

A:

CBIZ files periodic reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at www.sec.gov. For a more detailed description of the information available, see the section entitled “Where You Can Find More Information,” beginning on page [●].

 

Q:	Who can help answer my questions?

 

A:	For additional questions about the Merger, assistance in submitting proxies or voting Shares, or additional copies of this proxy statement or the enclosed proxy card, please contact our proxy solicitor:

 

 

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor

New York, New York 10110

Stockholders, please call toll free: +1 (877) 750-0637 (U.S. and Canada)

                  +1 (412) 232-3651 (all other countries)

Banks and Brokers may call: +1 (212) 750-5833 (collect)

If your Shares are held for you by a bank, broker, trust or other nominee, you should also call your bank, broker, trust or other nominee for additional information.

 

23

THE MERGER

Overview

CBIZ is seeking the adoption by its stockholders of the Merger Agreement. Under the terms of the Merger Agreement, subject to the satisfaction or waiver of specified conditions, Merger Sub will merge with and into CBIZ. CBIZ will survive the Merger as a wholly owned subsidiary of Parent. The Board has approved the Merger Agreement and unanimously recommends that CBIZ stockholders vote “FOR” the Merger Agreement Proposal.

At the Effective Time, each Share that is issued and outstanding immediately prior to the Effective Time (other than in respect of Excluded Shares and Dissenting Shares), will be cancelled, will cease to exist and will be automatically converted into the right to receive $55.00 in cash, without interest thereon and subject to deduction for any applicable withholding taxes.

Following the completion of the Merger, CBIZ will cease to be a publicly traded company and will become a direct, wholly owned subsidiary of Parent.

Background of the Merger

The following is a summary of the principal events, meetings, negotiations, and actions that led to the execution and public announcement of the Merger Agreement. This summary does not purport to catalogue every interaction among the Company, the Board, the Company’s management or advisors, Grant Thornton or other parties or their respective advisors or representatives, but is instead a summary of material developments over the course of such discussions and negotiations.

The Board, together with representatives of the Company’s management and with the assistance of the Company’s advisors, regularly reviews and discusses the Company’s strategic direction, financial performance and business plans with a view towards strengthening the Company’s business and identifying opportunities to increase stockholder value, taking into account financial, industry, competitive and other considerations.

From time to time, as part of this periodic review and assessment, and prior to the Company’s entry into the Merger Agreement, the Board and the Company’s management considered potential strategic alternatives, including strategic acquisitions and divestitures and capital allocation strategies, and engaged in business development and strategic discussions with other participants in the industry in which the Company operates to potentially complement and expand the Company’s existing business and operations. As part of this review and assessment, representatives of the Company’s management have conducted introductory meetings with certain parties who expressed interest in meeting with the Company, and received inbound inquiries related to potential transactions involving the Company. In the past two years, none of these prior discussions progressed beyond preliminary phases, other than as described below.

As part of this periodic review and assessment, the Board designated Mr. Rick Burdick, Chair of the Board, and Mr. A. Haag Sherman, an independent member of the Board, to serve as the Board’s primary points of contact with respect to any proposals or other matters relating to potential strategic alternatives, including strategic acquisitions and divestitures and capital allocation strategies, and to facilitate the Board’s consideration of any such matters.

In March 2026, the Board contacted Goldman Sachs & Co. LLC (“Goldman Sachs”) to assist the Company in connection with, among other things, providing general financial advisory services with respect to the development of a preliminary view on the Company’s valuation and potential strategic alternatives, if any, that may be available to the Company. On May 1, 2026, the Company entered into an engagement letter with Goldman Sachs formalizing the engagement of Goldman Sachs as its financial advisor with respect to a review of strategic alternatives. Further, on June 25, 2026, the Company entered into another engagement letter with

 

24

Goldman Sachs formalizing the engagement of Goldman Sachs to act as the Company’s financial advisor to, among other things, assist the Company in evaluating strategic alternatives for the Company, including specifically a possible sale of the Company, such as the Transaction. The Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction. As part of its engagement, Goldman Sachs delivered a customary relationship disclosure letter to the Board, which the Board concluded did not present any conflict that would impact the ability of Goldman Sachs to act as a financial advisor to the Company in connection with the Transaction.

On March 20, 2026, a representative of Grant Thornton contacted Mr. Jerry Grisko, Chief Executive Officer of the Company, regarding Grant Thornton’s potential interest in acquiring all of the outstanding Shares of the Company. No Share consideration proposals were discussed during the conversation. Later that day, Mr. Grisko informed Mr. Burdick about such communication.

On April 13, 2026, Grant Thornton, together with its lead shareholder New Mountain Capital, L.L.C. (“New Mountain”), submitted a non-binding indication of interest to acquire all of the outstanding Shares, including all Shares issuable pursuant to the Marcum Agreement (the “Marcum Transaction”), for $47.00 to $50.00 per Share in cash (the “April 13 Indication of Interest”), which the April 13 Indication of Interest stated was an approximately 74% to 85% premium to the Company’s closing Share price of $27.03 on April 10, 2026, and an approximately 77% to 88% premium to the volume weighted average price of $26.61 for the Shares for the last 30 trading day period ending April 10, 2026, the last business day prior to the date of such indication of interest. The April 13 Indication of Interest stated that it was based on publicly available information about the Company and was subject to Grant Thornton’s further due diligence. The April 13 Indication of Interest (and all later revised indications of interest) stated that Grant Thornton, at the appropriate time, would welcome an opportunity to discuss the topic of certain stockholders reinvesting in Grant Thornton; however, no such discussions were had with any Company stockholder prior to the execution and announcement of the Merger Agreement. Neither the April 13 Indication of Interest, nor any later indication of interest from Grant Thornton and New Mountain, included any discussion with respect to post-closing employment arrangements or the participation in the equity of Parent for any members of the Board or the Company’s executive officers. The April 13 Indication of Interest (and all later indications of interest from Grant Thornton and New Mountain) also (1) included a “highly confident” letter regarding Grant Thornton’s ability to obtain the debt financing commitments necessary to finance the Transaction and (2) requested that the Company enter into an exclusivity agreement with Grant Thornton.

On April 16, 2026, Messrs. Burdick and Sherman held a meeting with members of the Company’s management, representatives of Goldman Sachs and representatives of Weil, Gotshal & Manges LLP (“Weil”), legal counsel to the Company. Mr. Grisko advised Messrs. Burdick and Sherman that the Company had received the April 13 Indication of Interest from Grant Thornton. Representatives of Goldman Sachs provided Messrs. Burdick and Sherman with an overview of the key terms of the April 13 Indication of Interest. Then, Messrs. Burdick and Sherman and representatives of Goldman Sachs discussed certain preliminary financial considerations with respect to the April 13 Indication of Interest and other strategic alternatives that might be available to the Company. Following discussion, Messrs. Burdick and Sherman instructed the Company’s management to conduct further analyses, with the assistance of its advisors, in order to assist the Board in reviewing and determining a course of action in connection with the April 13 Indication of Interest. Further, Messrs. Burdick and Sherman instructed Mr. Grisko to convey to Grant Thornton that the Board would evaluate the April 13 Indication of Interest and consider it at its next scheduled meeting in May. Promptly following the meeting, Mr. Grisko contacted a representative of Grant Thornton and informed them of the foregoing decision. In addition, following such meeting, the other members of the Board were made aware of the April 13 Indication of Interest and that such April 13 Indication of Interest would be discussed at the Board’s next meeting.

On May 13, 2026, the Board held a regularly scheduled meeting, attended by members of the Company’s management and representatives of Goldman Sachs and Weil, at which, among other things, Mr. Grisko advised the Board that the Company had received the April 13 Indication of Interest from Grant Thornton. The

 

25

representatives of Goldman Sachs reviewed with the Board the terms of the April 13 Indication of Interest, certain preliminary financial analyses of the Company and an illustrative analysis of the premiums and EBITDA multiples implied by the April 13 Indication of Interest. The representatives of Goldman Sachs further discussed with the Board potential strategic alternatives to the proposed transaction with Grant Thornton, including divestiture alternatives. Following discussion, the Board determined that based on the Company’s prospects and financial performance and the preliminary analyses presented by the Company’s management and its advisors, it was in the best interests of the Company and its stockholders not to accept the April 13 Indication of Interest, as it did not represent sufficient value to the Company’s stockholders, and directed the Company’s management and its advisors to convey such determination to Grant Thornton and New Mountain. The Board also instructed members of the Company’s management to work with Goldman Sachs to continue discussions with Grant Thornton to see if Grant Thornton would submit a higher value indication of interest.

On May 15, 2026, at the direction of the Board, a representative of Goldman Sachs contacted representatives of Grant Thornton and New Mountain (such representatives, the “Parent Representatives”), to convey the Board’s determination.

During the period beginning May 15, 2026 through May 18, 2026, at the direction of the Board, representatives of Goldman Sachs and the Parent Representatives engaged in further discussions with respect to the April 13 Indication of Interest.

On May 19, 2026, Grant Thornton and New Mountain submitted an updated non-binding indication of interest to acquire all of the outstanding Shares, including all Shares issuable pursuant to the Marcum Transaction, for $51.00 to $52.50 per Share in cash (the “May 19 Indication of Interest”), which the May 19 Indication of Interest stated was an approximately 65% to 70% premium to the Company’s closing Share price of $30.87 on May 18, 2026, and an approximately 76% to 81% premium to the volume weighted average price of $29.01 for the Shares for the last 60 trading day period ending May 18, 2026, the last business day prior to the date of such indication of interest. The May 19 Indication of Interest stated that it was based on publicly available information about the Company and was subject to Grant Thornton’s further due diligence.

On May 26, 2026, the Board held a special meeting, attended by members of the Company’s management and representatives of Goldman Sachs and Weil, at which, among other things, representatives of Goldman Sachs reviewed with the Board the terms of the May 19 Indication of Interest, and how such terms compared to the terms of the April 13 Indication of Interest. Representatives of Goldman Sachs also provided an illustrative analysis of the premiums and EBITDA multiples implied by the May 19 Indication of Interest. Following discussion, the Board determined that based on the Company’s prospects and financial performance and the preliminary analyses presented by the Company’s management and its advisors, it was in the best interests of the Company and its stockholders not to accept the May 19 Indication of Interest, as it did not represent sufficient value to the Company’s stockholders, and directed the Company’s management and advisors to convey such determination to the Parent Representatives. The Board also instructed members of the Company’s management to continue to work with Goldman Sachs on further discussions with Grant Thornton to see if Grant Thornton would submit a higher value indication of interest.

On May 27, 2026, at the direction of the Board, a representative of Goldman Sachs contacted the Parent Representatives to convey the Board’s determination.

On May 29, 2026, Grant Thornton and New Mountain submitted a further updated non-binding indication of interest to acquire all of the outstanding Shares, including all Shares issuable pursuant to the Marcum Transaction, for $54.30 per Share in cash (the “May 29 Indication of Interest”), which the May 29 Indication of Interest stated was an approximately 68% premium to the Company’s closing Share price of $32.32 on May 28, 2026, and an approximately 81% premium to the volume weighted average price of $30.04 for the Shares for the last 60 trading day period ending May 28, 2026, the last business day prior to the date of such indication of interest. The May 29 Indication of Interest stated that it was based on publicly available information about the Company and was subject to Grant Thornton’s further due diligence. Grant Thornton and New Mountain

 

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indicated that the consideration of $54.30 per Share in cash in the May 29 Indication of Interest was Grant Thornton’s best offer following discussions with the Company and its advisors.

On June 1, 2026, the Board held a special meeting, attended by members of the Company’s management and representatives of Goldman Sachs and Weil, at which, among other things, representatives of Goldman Sachs reviewed with the Board the terms of the May 29 Indication of Interest, and how such terms compared to the terms of the May 19 Indication of Interest, and noted to the Board that Grant Thornton and New Mountain indicated that the consideration of $54.30 per Share in cash in the May 29 Indication of Interest was Grant Thornton’s best offer following discussions with the Company and its advisors. The representatives of Goldman Sachs also provided an illustrative analysis of the premiums and EBITDA multiples implied by the May 29 Indication of Interest. The Board discussed with the Company’s management and its advisors the May 29 Indication of Interest, including, among other things, the risks and benefits of the offer price relative to the Company’s then-current and potential future trading price. The Board and its advisors also discussed various strategic alternatives to the proposed transaction with Grant Thornton that might be available to the Company, including divestiture alternatives, and strategies for a response to Grant Thornton. As part of this discussion, the Board considered whether it would be prudent to contact other third parties to determine whether there was any interest in a transaction with the Company. The representatives of Goldman Sachs advised the Board that, as part of the transaction with Grant Thornton the Company could consider including a “go shop” provision, which would enable the Company to solicit alternative acquisition proposals if a transaction with Grant Thornton was announced. The Board also discussed with Goldman Sachs and Weil the benefits and risks, including potential disruption to the Company’s business, of soliciting alternative proposals before announcing a transaction with Grant Thornton. Following discussion, the Board determined that based on the Company’s prospects and financial performance and the preliminary analyses presented by the Company’s management and its advisors, it was in the best interests of the Company and its stockholders to reject the May 29 Indication of Interest, as it was not in the best interest of the Company’s stockholders. The Board instructed members of the Company’s management to continue to work with Goldman Sachs to seek to enhance Grant Thornton’s indication of interest to $56.00 per Share and directed the Company’s management and its advisors to convey that message to the Parent Representatives. The Board further determined that it would be willing to engage in discussions with, and provide due diligence to, Grant Thornton regarding a potential transaction, if Grant Thornton increased its proposed consideration to at least $55.00 per Share (but, in any event, would not be amenable to entering into an exclusivity arrangement with Grant Thornton).

On June 3, 2026, at the direction of the Board, a representative of Goldman Sachs contacted the Parent Representatives to convey the Board’s determination, including with respect to increasing the proposed consideration to $56.00 per Share, which the Parent Representatives indicated that they would consider and inquired if the Company could provide the Parent Representatives with additional new information justifying the change in the per Share consideration.

In the following days, members of the Company’s management and representatives of Goldman Sachs provided Parent and the Parent Representatives with additional information on the number of outstanding Shares and the Company’s outstanding indebtedness and indebtedness-like items.

On June 8, 2026, upon considering the new information provided, Grant Thornton and New Mountain submitted an updated non-binding indication of interest to acquire all of the outstanding Shares, including all Shares issuable pursuant to the Marcum Transaction, for $55.00 per Share in cash (the “June 8 Indication of Interest”), which the June 8 Indication of Interest stated was an approximately 62% premium to the Company’s closing Share price of $33.93 on June 5, 2026, and an approximately 79% premium to the volume weighted average price of $30.76 for the Shares for the last 60 trading day period ending June 5, 2026, the last business day prior to the date of such indication of interest. The June 8 Indication of Interest stated that it was based on publicly available information about the Company and was subject to Grant Thornton’s further due diligence. The June 8 Indication of Interest also indicated that the consideration of $55.00 per Share in cash was Grant Thornton’s best and final non-binding indication of interest.

 

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Following receipt of the June 8 Indication of Interest and based on the Board’s determination at the June 1, 2026 Board meeting, Mr. Grisko authorized the Company’s advisors to negotiate a confidentiality agreement with Grant Thornton in order to facilitate the exchange of non-public information.

On June 10, 2026, at the direction of the Board, representatives of Goldman Sachs contacted the Parent Representatives to inform the Parent Representatives that based on the June 8 Indication of Interest, the Board had authorized discussions and diligence to commence.

On June 17, 2026, the Company entered into a confidentiality agreement with Grant Thornton, which included a standstill provision with a customary “don’t ask, don’t waive” provision, which barred Grant Thornton from publicly requesting an amendment or waiver of the standstill obligations, but permitted confidential requests for such amendments or waivers if they would not reasonably be expected to require public disclosure, and a “fall away” provision providing that the standstill obligations would terminate following, among other things, the Company entering into a definitive agreement providing for a change of control.

During the period beginning June 17, 2026 through July 28, 2026, the Company, Grant Thornton and New Mountain engaged in a due diligence process as part of which the Company shared via a virtual data room certain non-public information regarding the Company with Grant Thornton, New Mountain and their respective representatives to assist with Grant Thornton’s evaluation and review of a potential transaction. During this process, the Company’s management team and representatives of Weil and Goldman Sachs and representatives of Grant Thornton, Simpson Thacher & Bartlett LLP (“Simpson Thacher”), legal counsel to Grant Thornton, and Deutsche Bank Securities Inc., financial advisor to Grant Thornton, held numerous due diligence meetings on various subject areas, including finance, strategy, AI, SG&A, human resources, benefits and insurance, information technology and cyber security, tax, insurance, corporate and legal. Also, during this period, representatives of the Company, Grant Thornton and their respective advisors, had various telephone conferences and meetings to discuss the potential transaction. The Company’s management team periodically provided updates to members of the Board regarding the potential transaction with Grant Thornton.

In connection with its review and assessment of strategic alternatives, the Company had been evaluating its existing change in control severance program in order to ensure such program was aligned with market practices as it relates to retention. On June 26, 2026, Mr. Grisko discussed with Ms. Gina D. France, Chair of the Compensation and Human Capital Committee, and Mr. Burdick that the existing change in control severance program of the Company contained off-market provisions and raised for their consideration the possibility of revisions to the change in control plan as well as potentially providing for additional retention incentive awards and transaction-related bonuses to members of management and key employees of the Company, in order to ensure retention during the periods both following an announcement of a strategic transaction and during the integration period following the consummation of such strategic transaction. Ms. France and Mr. Burdick instructed Mr. Grisko that he may discuss potential revisions to the existing change in control severance program of the Company and any potential new retention and severance arrangements for the Company’s management and key employees with the Parent Representatives to ensure that Grant Thornton was supportive of any such revisions, provided that in no event should any such arrangements adversely affect the aggregate merger consideration to be paid by Grant Thornton or otherwise adversely affect the terms of the proposed transaction for the Company’s stockholders.

On June 22, 2026, representatives of Weil delivered an initial draft Merger Agreement to representatives of Simpson Thacher, which included a go-shop provision.

On July 1, 2026, representatives of Simpson Thacher provided representatives of Weil with their initial comments to Weil’s draft of the Merger Agreement. During the period beginning July 1, 2026 through July 28, 2026, the Company, Grant Thornton and their respective legal advisors negotiated the terms of the Merger Agreement and related transaction documents. Significant areas of discussion and negotiation included: (1) the financing and financing cooperation obligations of Grant Thornton and the Company and their impact on transaction timing and certainty; (2) the level of conditionality in the Merger Agreement, including with respect

 

28

to regulatory filings; (3) the treatment and vesting of the Company’s equity awards; (4) regulatory efforts standards in connection with applicable antitrust laws; (5) the termination fees payable by the Company or Parent, as applicable, in certain circumstances, including with respect to the go-shop period; and (6) the go-shop period and related covenants.

On July 7, 2026, Mr. Grisko discussed with the Parent Representatives the importance to the Company and its business of retaining members of management and key employees of the Company during the periods both following an announcement of a strategic transaction and during the integration period following the consummation of such strategic transaction. During the period beginning July 7, 2026 through July 17, 2026, Mr. Grisko and the Parent Representatives discussed the retention of management and other key employees. During such meetings, the Parent Representatives agreed that management and key employee retention would be important to the success of any potential strategic transaction and agreed that the Company should implement, in further consultation with Grant Thornton, retention and severance programs designed to retain such members of management and key employees.

On July 17, 2026, the Board held a special meeting attended by members of the Company’s management and representatives of Goldman Sachs and Weil, at which the Board, among other things, received an update on the status of the potential transaction with Grant Thornton, including the negotiations and due diligence that had occurred to date. At the meeting, representatives of Weil reviewed with the members of the Board their fiduciary duties in connection with evaluating the potential transaction with Grant Thornton and certain contractual points in the Merger Agreement, including with respect to (1) the financing and financing cooperation obligations of Grant Thornton and the Company and their impact on transaction timing and certainty; (2) the treatment and vesting of the Company’s equity awards; and (3) the go-shop period and related covenants and termination fees. The Board discussed with advisors, among other things, the details around the go-shop period, including, among other things, the process for Goldman Sachs to reach out to third parties during the proposed go-shop period, and the differences between a go-shop period and a pre-signing market check. Representatives of Goldman Sachs then provided preliminary financial analyses of the June 8 Indication of Interest. The Board and its advisors also discussed various strategic alternatives to the proposed transaction with Grant Thornton that might be available to the Company, including divestiture alternatives, paths forward for the Company in light of the upcoming earnings call, and alternatives to the extent a transaction with Grant Thornton is not entered into ahead of the earnings call. The Board further considered and discussed with the Company’s management and advisors, among other things, risks and benefits of the offer price relative to the Company’s then-current and potential future trading price, risks and benefits of a transaction, including execution risks, and the potential tax impact to the Company’s stockholders of the transaction. Following discussions, the Board directed the Company’s management and advisors to continue to engage with Grant Thornton regarding the proposed transaction.

In executive session during the July 17, 2026 Board meeting, Mr. Grisko updated the Board on certain retention matters. The Board reviewed existing retention and change in control arrangements that were already in place, considered the importance of retaining management and key employees so that the transaction with Grant Thornton could be completed or, if there was to be no such transaction, so that the Company could continue to run its business, considered the employment-related risks and uncertainties that a transaction with Grant Thornton could present, and considered possible additional retention incentives for management and certain other key employees. The Board decided to continue to consider the matter and no formal resolutions were made at this time.

On July 23, 2026, the Board held a special meeting attended by members of the Company’s management and representatives of Goldman Sachs and Weil, at which the Board, among other things, received an update on the status of the potential transaction with Grant Thornton, including the negotiations and due diligence that had occurred to date and updates on Grant Thornton’s financing efforts. At the meeting, representatives of Weil reviewed with the Board certain contractual points in the Merger Agreement that were still open for negotiation with Grant Thornton, including, among others, with respect to (1) the financing and financing cooperation obligations of Grant Thornton and the Company and their impact on transaction timing and certainty, and (2) the

 

29

treatment and vesting of the Company’s equity awards. Following discussions, the Board directed the Company’s management and advisors to continue to engage with Grant Thornton regarding the proposed transaction.

On July 26, 2026, the Company entered into a confidentiality agreement with New Mountain and Grant Thornton, for the purposes of facilitating reverse due diligence of Grant Thornton, which Parent indicated would be providing a limited guarantee in connection with the Merger.

On July 28, 2026, the Board held a special meeting attended by members of the Company’s management and representatives of Goldman Sachs and Weil, at which the Board discussed, among other things, the potential transaction with Grant Thornton. Representatives of Weil reviewed with the Board the directors’ fiduciary duties and provided a summary of the terms of the proposed final Merger Agreement. Representatives of Goldman Sachs reviewed with the Board its financial analyses of the merger consideration of $55.00 per Share in cash, without interest thereon. At the conclusion of the presentation, representatives of Goldman Sachs rendered to the Board Goldman Sachs’ oral opinion, which was subsequently confirmed by delivery of a written opinion dated July 28, 2026, to the effect that, as of July 28, 2026, and based upon and subject to the assumptions made, procedures followed, matters considered and other qualifications and limitations set forth in such opinion, the merger consideration of $55.00 in cash per Share to be paid to the holders (other than Parent and its affiliates) of Shares pursuant to the Merger Agreement was fair from a financial point of view to such holders. For a detailed discussion of Goldman Sachs’ opinion, please see below under the section entitled “The Merger—Opinion of the Company’s Financial Advisor.” Following the presentations by Goldman Sachs and Weil, and after further discussing the June 8 Indication of Interest, the Board discussed the potential reasons for and against the potential transaction (see below under the section entitled “The Merger—Reasons for Recommending the Adoption of the Merger Agreement”). At the conclusion of the discussions, the Board unanimously (1) approved and declared advisable the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement (2) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders, (3) resolved to recommend to the stockholders of the Company the adoption of the Merger Agreement in accordance with the DGCL and (4) directed that the Merger Agreement be submitted to the holders of Shares for their consideration and adoption. The Board also (i) reviewed and adopted a Change in Control Severance Plan (“CIC Severance Plan”) providing certain executive officers with severance payments and benefits in accordance with the terms and conditions of the CIC Severance Plan, as well as a retention bonus program and transaction bonuses for certain eligible employees in connection with the Merger Agreement, in each case which did not impact the $55.00 per Share merger consideration, and (ii) granted Mr. Grisko the authority to determine the final list of employee participants and allocate such benefits and bonuses to Company employees at his discretion in accordance with such programs and subject to the provisions of the Merger Agreement. For a more detailed discussion of the CIC Severance Plan and other severance arrangements, please see below under the sections entitled “Interests of Directors and Executive Officers in the Merger—Change in Control Severance Plan” and “Interests of Directors and Executive Officers in the Merger—Retention and Transaction Bonuses”.

Later that day, on July 28, 2026, the Company and Parent executed the Merger Agreement.

On July 29, 2026, prior to the opening of trading on the NYSE, the Company and Parent issued a joint press release announcing the Transaction and the execution of the Merger Agreement.

Beginning on July 29, 2026, at the direction of the Board and in accordance with the go-shop provisions of the Merger Agreement, representatives of Goldman Sachs reached out to, or had discussions with, a total of twenty-four (24) parties, including eighteen (18) financial sponsors and six (6) strategic parties, to invite such parties to consider a potential acquisition of the Company. Six (6) confidentiality agreements were executed (none of which contained any standstill restrictions), and all six (6) counterparties had an opportunity to conduct due diligence via access to a virtual data room. As of the date of filing this proxy statement, two (2) of the six (6) parties that executed confidentiality agreements had meetings with the Company’s management during the thirty (30)-day go-shop period. The go-shop period will expire at 11:59 p.m., Eastern Time, on August 27, 2026.

 

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Recommendation of the Board

At a meeting of the Board on July 28, 2026, after careful consideration, including detailed discussions with the Company’s management and its legal advisor and financial advisor, the Board unanimously:

 

•

approved and declared advisable the Merger Agreement and the consummation of the Transactions, including the Merger, and the other transaction documents, upon the terms and conditions set forth therein;

 

•

authorized and approved the execution, delivery and performance of the Merger Agreement and the other transaction documents and the consummation by CBIZ of the Transactions, including the Merger, upon the terms and subject to the conditions set forth therein;

 

•

determined that the Merger is fair to, and in the best interests of, CBIZ and its stockholders;

 

•

resolved that the Merger Agreement be submitted to the holders of Shares for their consideration and adoption at the Company Stockholder Meeting; and

 

•

resolved to recommend to CBIZ’s stockholders the adoption of the Merger Agreement in accordance with the DGCL.

Accordingly, the Board unanimously recommends that, at the Special Meeting, you vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Merger-Related Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.

Reasons for the Merger

In evaluating the Merger, the Board consulted with its financial and legal advisors, as well as the Company’s management team, and, in reaching its determinations and recommendations, the Board considered a number of factors that supported its decision to approve the Merger Agreement (not necessarily in order of relative importance) and the Merger, including the following:

 

•

Cash Consideration; Certainty of Value. The Board considered the fact that the Merger Consideration is all cash, which provides the Company’s stockholders immediate certainty of value and liquidity for their Shares and enables the Company’s stockholders to realize value that has been created by the Company and does not expose them to any future risks related to the business or the financial markets generally, as compared to the Company remaining independent. Specifically, among other things, the Board considered:

 

•

the fact that the Merger Consideration equals $55.00 per Share, which represents a premium of approximately 54% to the Company’s 30-day volume-weighted average share price as of July 28, 2026 (the day prior to the public announcement of the Merger Agreement);

 

•

the trading history of the Company and the Merger Consideration relative to such history; and

 

•

the belief that the Merger Consideration represents the highest price that Grant Thornton was willing to pay considering the negotiations between the parties.

 

•

Value Relative to Stand-Alone Prospects of the Company. The Board considered the fact that the Merger Consideration compares favorably to the potential value of the Company and the Shares if the Company were to remain as a stand-alone entity after taking into account the risks and uncertainties associated with this alternative, in light of a number of factors, including:

 

•

assessing the Company’s business, assets and prospects, its competitive position and historical and projected financial performance and the nature of the risks, uncertainties and challenges facing the accounting services and specialty consulting industry in which the Company operates, including recent industry trends, increases in industry regulation and changing competitive dynamics;

 

31

•

the risks and uncertainties associated with achieving the Company’s projected financial performance on a stand-alone basis, including the fact that recently the Company’s actual financial results did not meet such projections, and the potential effect that performance below market expectations could have on the Company’s trading valuation;

 

•

the Board’s belief that the public markets had not historically valued the Company in a manner commensurate with the results of its financial performance;

 

•

the strategic alternatives reasonably available to the Company on a stand-alone basis, including divestitures, acquisitions and other capital allocation alternatives, including using divestiture proceeds to reduce indebtedness and create capacity for share repurchases or strategic acquisitions in the Company’s core businesses, and the risks and uncertainties associated with those alternatives, including management’s concerns that pursuing significant divestitures could disrupt the Company’s operations and adversely affect employee retention and the Company’s remaining businesses;

 

•

constraints that may affect the Company’s ability to implement and execute its strategic plans, including the Company’s management succession planning and the continuity of its senior leadership team, and the potential impact of any leadership transition;

 

•

the potential impact of increased competition in the markets in which the Company operates or may operate in the future;

 

•

the rapid pace of technological change, including developments in artificial intelligence, and the related competitive pressures and capital investment requirements such developments may impose on the Company’s business;

 

•

the risk and difficulty in attracting and retaining key personnel during a period of strategic uncertainty or depressed equity valuation;

 

•

the possibility that the Company’s competitors may be more successful in gaining access to talent and resources and the negative result that such competitive pressure may have on the ability of the Company to execute on its core business objectives; and

 

•

the Board’s belief that a transaction with Grant Thornton would create even more opportunities for employees to grow, build rewarding careers and do their best work.

 

•

The Sale Process. The Board also considered:

 

•

the fact that, if any third parties were interested in exploring a transaction with the Company, such potential acquirers would be able to submit a proposal to the Company during the Go-Shop Period;

 

•

the risk that soliciting alternative acquisition proposals prior to signing could jeopardize the availability of Grant Thornton’s indications of interest; and

 

•

that after receiving four indications of interest from Grant Thornton, Grant Thornton’s indication to the Board that the $55.00 per Share merger consideration was the highest price that Grant Thornton was willing to offer.

 

•

Negotiation Process. The Board considered the fact that the terms of the Merger Agreement were the result of robust arm’s-length negotiations conducted by the Company, with the knowledge and at the direction of the Board, and with the assistance of its financial advisor and outside legal counsel.

 

•

Opinion of Financial Advisor. The Board considered the financial analyses that representatives of Goldman Sachs reviewed with the Board and the oral opinion of Goldman Sachs rendered to the Board, subsequently confirmed by delivery of its written opinion, dated July 28, 2026, to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and other qualifications and limitations set forth in such opinion, the $55.00 in cash per Share to be paid to the holders (other than Parent and its affiliates) of Shares pursuant to the Merger

 

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Agreement was fair from a financial point of view to such holders, as more fully described below under the section of this proxy statement entitled “The Merger—Opinion of the Company’s Financial Advisor,” and the full text of the opinion, which is attached as Annex B to this proxy statement and is incorporated by reference in this proxy statement in its entirety.

 

•

Non-Price Terms of the Merger Agreement. The Board considered the terms and conditions of the Merger Agreement, including:

 

•

the Company’s right, subject to certain conditions, to (i) solicit, initiate, knowingly encourage, or knowingly facilitate any inquiries or the making of any proposals or offers that could lead to an Acquisition Proposal, (ii) engage in discussions or negotiations regarding any Acquisition Proposal, (iii) provide non-public information related to the Company or its subsidiaries in connection with an Acquisition Proposal, and (iv) enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, during the Go-Shop Period or with an Excluded Party until the Cut-Off Time (as defined in the Merger Agreement), in each case upon payment of the Go-Shop Termination Fee;

 

•

the fact that the Company Termination Fee of $107,500,000, representing approximately 3.25% of the Company’s equity value, was viewed by the Board, after consultation with our outside legal counsel and financial advisors, as reasonable under the circumstances and consistent with market practice, and not likely to preclude any other possible acquirer from making a superior proposal;

 

•

the provisions allowing the Board to make a Change in Recommendation prior to obtaining the stockholder approval in specified circumstances relating to a Superior Proposal or an Intervening Event, subject to Parent’s right to terminate the Merger Agreement and receive payment of the Company Termination Fee;

 

•

the provision allowing the Board to terminate the Merger Agreement to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, subject to certain conditions (including certain rights of Parent to match the Superior Proposal and payment of the Company Termination Fee or Go-Shop Termination Fee, as applicable);

 

•

Grant Thornton providing the Limited Guarantee with respect to the payment of the Parent Termination Fee that may be owed by Parent pursuant to the Merger Agreement, as well as certain reimbursement obligations that may be owed by Parent pursuant to the Merger Agreement, subject to the terms of the Merger Agreement and the Limited Guarantee;

 

•

Parent having obtained committed debt financing from reputable financial institutions and committed equity financing from affiliated funds of Parent in an aggregate amount sufficient to fund the required amounts;

 

•

the Company’s ability, under certain circumstances pursuant to the Merger Agreement and the Equity Commitment Letter, to seek specific performance of Parent’s right to cause the Equity Investors to fund the equity commitments to Parent; and

 

•

the provision obligating Parent and Merger Sub to use commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the debt financing on terms (including the “market flex” provisions) and conditions set forth in the Debt Commitment Letters.

 

•

Likelihood of Closing. The Board considered the likelihood that the Merger would be consummated, including the limited number and nature of the conditions to complete the Merger (including regulatory conditions), and the provisions of the Merger Agreement requiring Parent to, subject to certain exceptions, use its reasonable best efforts to take (or cause to be taken) all actions, and do (or cause to be done) all things necessary, proper or advisable under the Merger Agreement and applicable law to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party or any governmental entity in order to consummate the Merger or the Transactions; provided, that Parent will

 

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not have any obligation to propose, undertake or agree to any such action if such action individually or in the aggregate would reasonably be expected to have a material adverse effect on the Company and the Company’s subsidiaries, taken as a whole (as measured before giving effect to the transactions contemplated by the Merger Agreement); and

 

•

Appraisal Rights. The Board considered the fact that holders of Shares have the right to exercise their statutory appraisal rights with respect to the Shares, in accordance with Section 252 of the DGCL in connection with the Merger.

 

•

Opportunity for the Company’s Stockholders to Vote. The Board considered the fact that the Merger would be subject to the approval of the Company’s stockholders, and the Company’s stockholders would be free to evaluate the Merger and vote for or against the adoption of the Merger Agreement at the special meeting.

 

•

Timing of Completion. The Board considered the anticipated timing of the consummation of the Transactions, including the Merger, and the structure of the Merger and concluded that the Transactions, including the Merger, could be completed in a reasonable timeframe and in an orderly manner. The Board also considered that the potential for closing the Merger in a reasonable timeframe could reduce the period during which the Company’s business would be subject to the potential uncertainty of closing the Transactions and related disruption.

 

•

Operating Flexibility. The fact that the Merger Agreement provides the Company sufficient operating flexibility to conduct its business in the ordinary course consistent with past practices until the earlier of the consummation of the Merger and the termination of the Merger Agreement (as more fully described under “The Merger Agreement—Covenants Regarding Conduct of Business by the Company Prior to Merger”).

 

•

Specific Performance. The Company’s ability, under circumstances specified in the Merger Agreement, to seek specific performance of Parent and Merger Sub’s obligation to cause the Merger to occur and to prevent other breaches of the Merger Agreement.

In the course of its deliberations, the Board also considered certain risks and other potentially negative factors concerning the Transactions, including:

 

•

No Stockholder Participation in Future Growth or Earnings. The Board considered the fact that the nature of the Merger as an all cash transaction means that the Company would no longer exist as an independent public company following the consummation of the Merger and that the Company’s stockholders will not participate in future earnings or growth, and will not benefit from any appreciation in value of, the Surviving Corporation.

 

•

Closing Conditions and Financing. The Board considered the fact that there can be no assurance that all conditions to the parties’ obligations to consummate the Merger will be satisfied even if the Merger Agreement is adopted by the Company’s stockholders, as well as the risk that the equity or debt financing contemplated by the Commitment Letters will not be obtained, resulting in Parent and Merger Sub not having sufficient funds to complete the Transactions.

 

•

Risks Associated with Parent and Merger Sub. The Board considered the fact that Parent and Merger Sub are newly formed entities with essentially no assets and the Limited Guarantee, provided by Grant Thornton, guarantees Parent’s and Merger Sub’s obligations under the Merger Agreement only with respect to payment of the Parent Termination Fee payable by Parent and certain other reimbursement obligations that may be owed by Parent pursuant to the Merger Agreement, in each case, subject to the terms of the Merger Agreement, the Equity Commitment Letter and the Limited Guarantee, as applicable.

 

•

Interim Operating Risks. The Board considered the restrictions placed on the conduct of the Company’s business prior to the completion of the Merger pursuant to the terms of the Merger Agreement, which, despite providing sufficient flexibility for the Company to operate its business in

 

34

the ordinary course consistent with past practices, could delay or prevent the Company from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of the Company absent the pending completion of the Merger.

 

•

Risk Associated with Failure to Consummate the Merger. The Board considered the possibility that the Transactions, including the Merger, might not be consummated, and the fact that if the Merger is not consummated:

 

•

the Company’s directors, senior management and other employees will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the Transactions;

 

•

the Company will have incurred significant transaction costs;

 

•

the Company’s continuing business relationships with customers, partners and employees may be adversely affected;

 

•

the trading price of Shares could be materially and adversely affected; and

 

•

the market’s perceptions of the Company’s prospects could be adversely affected.

 

•

No Solicitation and Termination Fee. The Board considered the fact that, subject to certain exceptions, the Merger Agreement precludes the Company from soliciting or entertaining alternative acquisition proposals and requires the Company to pay Parent the Company Termination Fee or the Go-Shop Termination Fee in certain circumstances, as applicable, which may discourage other potential acquirors from making a competing proposal to acquire the Company.

 

•

Remedies. The Board considered the fact that the Company’s remedies in the event that the Merger Agreement is terminated may be limited to the Parent Termination Fee, payable by Parent under certain circumstances, and certain associated enforcement costs and reimbursement obligations, the amount of which may be inadequate to compensate the Company for any damage caused.

 

•

Limitations of Precedent Transaction Comparisons. The Board considered that comparisons to precedent transactions have inherent limitations, including differences in transaction structure and form of consideration, such as precedent transactions involving stock or mixed consideration rather than all-cash consideration, which may limit the comparability of those transactions to the Transaction.

 

•

Effects of Transaction Announcement. The Board considered the effect of the public announcement of the Merger Agreement, including effects on the Company’s stock price, and the Company’s ability to attract and retain key personnel during the pendency of the Transactions, as well as the potential for legal proceedings, judgments or settlements following the announcement of the Transactions and the associated costs, burden and inconvenience involved in defending those proceedings, judgments and settlements.

 

•

Timing Risks. The Board considered the amount of time it could take to complete the Merger, including that completion of the Merger depends on factors outside of the Company’s or Parent’s control (including the approval of the Merger by the Company’s stockholders), and the risk that the pendency of the Merger for an extended period of time following the announcement of the execution of the Merger Agreement could divert the Company’s management’s attention and have an adverse impact on the Company, including its client and other business relationships.

 

•

Taxable Consideration. The Board considered the fact that the exchange of Company common stock for cash in the Merger generally will be a taxable transaction for U.S. federal income tax purposes.

 

•

Other Risks. The Board considered the other risks described in and incorporated by reference in this proxy statement. Please see “Risk Factors” in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025, incorporated by reference herein, and the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.”

 

35

In addition to considering the factors described above, the Board also considered that some of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company’s stockholders generally. The Board was aware of these interests and considered them at the time it approved the Merger Agreement and made its recommendation to the Company’s stockholders. See the section of this proxy statement entitled “The Merger—Interests of Directors and Executive Officers in the Merger.”

The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive but includes the material positive and negative factors considered by the Board. In view of the wide variety of factors considered by the Board in connection with its evaluation of the Merger Agreement and the Transactions, including the Merger, and the complexity of these matters, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Board did not undertake to make any specific determination as to whether, or to what extent, any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its recommendation on the totality of the information presented, including the factors described above. This explanation of the reasoning of the Board and certain information presented in this section are forward-looking in nature and should be read in light of the factors set forth in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Certain Financial Projections Utilized in Connection with the Merger

Although the Company periodically provides guidance to the public regarding its financial performance for the then-current fiscal year, the Company does not, as a matter of course, publicly disclose other financial forecasts or internal projections as to future performance, results of operations, earnings or other results, due to, among other reasons, the uncertainty, unpredictability and subjectivity of these forecasts and the associated underlying assumptions.

However, in connection with the Company’s evaluation of the Transactions, in June 2026, the Company’s management prepared certain unaudited financial projections regarding the Company’s future performance for fiscal years 2026 through 2030 (the “Company Projections”).

The Company Projections were provided by the Company’s management to the Board for the purposes of considering, analyzing and evaluating the Transactions, to Parent and to Goldman Sachs, and the Board directed Goldman Sachs to use and rely on the Company Projections in connection with its financial analyses and opinion, as described in the section entitled “The Merger—Opinion of Goldman Sachs & Co. LLC,” beginning on page [●].

The Company Projections were prepared treating the Company on a standalone basis, without giving effect to the Transactions, and exclude (i) any impact of the negotiation or execution of the Merger Agreement or the Transactions, (ii) the expenses that have already been and will be incurred in connection with completing the Transactions, (iii) the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or in anticipation of completing the Transactions or (iv) the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Transactions.

The Company Projections are based solely on information available to the Company’s management at the time of their preparation and have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement. The Company may in the future report results of operations for periods included in the Company Projections that will be completed following the preparation of the Company Projections. Stockholders and investors are urged to refer to the Company’s periodic filings with the SEC for information on the Company’s actual historical results.

 

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Although presented with numerical specificity, the Company Projections are subjective in many respects and, thus, are subject to interpretation and reflect numerous variables, estimates and financial, operating and commercial assumptions made by the Company’s management that the Company’s management believed were reasonable at the time prepared, taking into account relevant information available to management at that time. Important factors that may affect actual results and cause the Company Projections not to be achieved include the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the inability to complete the Merger due to the failure to obtain stockholder approval of the Merger Agreement, the Merger or the principal terms thereof or the failure to satisfy other conditions to the completion of the Merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transactions, the effect of uncertainties related to macroeconomic and geopolitical factors such as inflation, fluctuating interest rates, adverse developments that affect financial institutions or the financial services industry generally, increased volatility in the equity and debt capital markets, the risk of expansion of regional conflicts on the U.S. and global markets, and risks and uncertainties pertaining to the Company’s business, including the factors listed under “Risk Factors” section beginning on page 14 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (as amended), subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in this proxy statement.

In addition, the Company Projections may be affected by the Company’s ability to achieve strategic goals, objectives and targets over the applicable period. The assumptions upon which the Company Projections are based necessarily involve judgments with respect to, among other things, industry performance and competition, general business, economic, regulatory, market and financial conditions, and other future events, and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which the Company operates, and the risks and uncertainties described under the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” beginning on page [●], all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. The Company Projections also reflect assumptions that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Company’s business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when such forecasts were prepared. In addition, given that the Company Projections pertain to multiple years, by their nature, they become subject to greater uncertainty with each successive year beyond their preparation. The estimates and assumptions in early periods have a compounding effect on the projections shown for later periods. Thus, any failure of an estimate or assumption to be reflective of actual results in an early period would have a greater effect on projected results failing to be reflective of actual events in later periods. Accordingly, there can be no, and the Company cannot provide, any assurance that the Company Projections will be realized, and actual results will differ, and may differ materially, from those shown.

The inclusion of the Company Projections in this proxy statement should not be regarded as an indication that any of the Company, Goldman Sachs, Parent, Merger Sub or any of their respective affiliates, officers, directors, advisors or other representatives considered or consider the Company Projections necessarily predictive of actual future events, and the Company Projections should not be relied upon as such. None of the Company, Goldman Sachs, Parent, Merger Sub or any of their respective affiliates, officers, directors, advisors or other representatives can give any assurance as to the actual results that will be achieved or how they may differ from the Company Projections, and the Company undertakes no obligation to update or otherwise revise or reconcile the Company Projections to reflect circumstances existing after the date such Company Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Company Projections are shown to be in error. The inclusion of the Company Projections in this proxy statement does not constitute an admission or representation by the Company, Goldman Sachs, Parent, Merger Sub or any of their respective affiliates, officers, directors, advisors or other representatives that the information presented is material. None of the Company, or, to the knowledge of the Company, Parent or Merger

 

37

Sub, intends to make publicly available any update or other revisions to the Company Projections, unless required by applicable law. None of the Company, Goldman Sachs, Parent, Merger Sub or any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any stockholder or other person regarding the ultimate performance of the Company compared to the information contained in the Company Projections or that forecasted results will be achieved. The Company Projections are subjective in many respects and are thus subject to interpretation.

The Company Projections were not prepared with a view toward public disclosure or toward complying with the U.S. General Accepted Accounting Principles (“GAAP”), nor were they prepared with a view toward compliance with the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, but, in the view of the Company’s management, were reasonably prepared in good faith on a basis reflecting the best available estimates and judgments at the time of preparation, and presented as of the time of preparation, to the best of management’s knowledge and belief, the expected future financial performance of the Company. However, this information is not fact and should not be relied upon as being necessarily predictive of actual future results, and readers of this proxy statement are cautioned not to place undue reliance on the Company Projections. Although the Company’s management believes there is a reasonable basis for the Company Projections, the Company cautions that actual future results could be materially different from the Company Projections. Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

Adjusted Net Income, Adjusted EBITDA and Unlevered Free Cash Flow, included in the Company Projections, are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. Adjusted EBITDA and Unlevered Free Cash Flow from the Company Projections were utilized by Goldman Sachs in connection with its opinion and by the Board in connection with its evaluation of the Merger. The SEC rules that would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures to the most directly comparable GAAP measure were not provided to or relied upon by Goldman Sachs for purposes of its opinion or by the Board in connection with its evaluation of the Merger. Accordingly, the Company has not provided in this proxy statement a reconciliation of non-GAAP financial measures to the relevant GAAP financial measures.

The following table presents a summary of the unaudited prospective financial information of the Company on a standalone basis prepared by the Company’s management for the Company’s fiscal years ending December 31, 2026 through December 31, 2030, which information is referred to as the “Company Projections.”

 

($ in millions)
		2026E				2027E				2028E				2029E				2030E
Revenue		$	2,811			$	2,937			$	3,072			$	3,214			$	3,363
Adjusted Net Income(1)		$	249			$	263			$	309			$	341			$	376
Adjusted EBITDA (burdened by stock-based compensation)(2)		$	446			$	454			$	504			$	543			$	583
Unlevered Free Cash Flow (burdened by stock-based compensation)(3)		$	324			$	312			$	313			$	334			$	359

 

(1)

Adjusted Net Income is calculated as net income adjusted for the following items: (i) amortization of acquired intangible assets; (ii) stock-based compensation; (iii) net gain from adjustments related to the transactions contemplated in the Marcum Agreement (as defined in the Merger Agreement); (iv) integration costs related to acquisitions including, but not limited to, certain consulting, technology, personnel, as well

 

38

as other integration costs related to the transactions contemplated in the Marcum Agreement; (v) certain other non-recurring adjustments; and (vi) income tax effects of non-GAAP adjustments.

(2)

Adjusted EBITDA (burdened by stock based compensation) is calculated as Adjusted Net Income less stock-based compensation and before the following items: (i) interest expense; (ii) income tax expense; (iii) tax effects of non-GAAP adjustments; and (iv) depreciation, excluding integration costs related to acquisitions including, but not limited to, certain consulting, technology, personnel, as well as other integration costs related to the transactions contemplated in the Marcum Agreement (as defined in the Merger Agreement).

(3)

Unlevered Free Cash Flow (burdened by stock-based compensation) is calculated as Adjusted EBITDA (burdened by stock-based compensation) less (i) cash taxes, at a rate of 28.5%; plus or minus (ii) changes in net working capital; and less (iii) capital expenditures. For purposes of Goldman Sachs’ analyses, the Company’s management also provided, and the Board approved for Goldman Sachs’ use, a projection of $162 million of Unlevered Free Cash Flow for the six-month period from July 1, 2026 through December 31, 2026, representing 50% of the Company’s projected Unlevered Free Cash Flow for fiscal 2026.

For the reasons described above and in light of the foregoing factors and the uncertainties inherent in the Company Projections, readers of this proxy statement are cautioned not to place undue, if any, reliance on the Company Projections.

THE COMPANY DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ABOVE FORECASTS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH FORECASTS ARE NOT REALIZED.

Opinion of the Company’s Financial Advisor

Goldman Sachs rendered its opinion to the Board that, as of July 28, 2026 and based upon and subject to the factors and assumptions set forth therein, the $55.00 in cash per Share to be paid to the holders (other than Parent and its affiliates) of Shares pursuant to the Merger Agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated July 28, 2026, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board in connection with its consideration of the Merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of Shares should vote with respect to the Merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

 

•

the Merger Agreement;

 

•

annual reports to stockholders and Annual Reports on Form 10-K of the Company for the five years ended December 31, 2025;

 

•

certain interim reports to stockholders and Quarterly Reports on Form 10-Q of the Company;

 

•

certain other communications from the Company to its stockholders;

 

•

certain publicly available research analyst reports for the Company; and

 

•

certain internal financial analyses and forecasts for the Company prepared by its management, as approved for Goldman Sachs’ use by the Company, which are referred to in this proxy statement as the

 

39

“Company Projections” (as described in more detail in the section entitled “The Merger-Certain Financial Projections Utilized in Connection with the Merger,” beginning on page [●]).

Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for the Shares; compared certain financial and stock market information for the Company with similar information for certain other companies, the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the accounting services and specialty consulting industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering this opinion, Goldman Sachs, with the Board’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Board’s consent that the Company Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs also assumed that the Merger will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, the Company or any other alternative transaction. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates) of Shares, as of the date of the opinion, of the $55.00 in cash per Share to be paid to such holders pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons, in connection with the Merger, whether relative to the $55.00 in cash per Share to be paid to the holders (other than Parent and its affiliates) of Shares pursuant to the Merger Agreement or otherwise. Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which the Shares will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company, Parent or the Merger, or as to the impact of the Merger on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses

 

40

described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 24, 2026 and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs reviewed the historical trading prices and trading volumes for the Shares from January 1, 2024 through July 24, 2026. In addition, Goldman Sachs analyzed the consideration to be paid to holders of Shares pursuant to the Merger Agreement in relation to the closing market prices per Share on June 8, 2026 and July 24, 2026; the 30-trading-day and 90-trading-day volume-weighted average prices (“VWAPs”) of the Shares as of July 24, 2026; the 52-week high closing market prices of the Shares; and the median publicly available research analyst price target for the Shares. Goldman Sachs also reviewed publicly available research analyst price targets for the Shares, which ranged from $42.00 to $46.00.

This analysis indicated that the price per Share to be paid to holders of Shares pursuant to the Merger Agreement represented:

 

•

a premium of 63.8% based on the closing market price of $33.58 per Share on June 8, 2026, the date of Parent’s initial bid;

 

•

a premium of 29.0% based on the closing market price of $42.63 per Share on July 24, 2026;

 

•

a premium of 56.1% based on the 30-trading-day VWAP of $35.23 per Share as of July 24, 2026;

 

•

a premium of 76.1% based on the 90-trading-day VWAP of $31.23 per Share as of July 24, 2026;

 

•

a premium of 22.2% based on the median publicly available research analyst price target of $45.00 per Share as of July 24, 2026; and

 

•

a discount of 29.3% based on the 52-week high closing market price of $77.81 per Share on July 25, 2025.

Illustrative Discounted Cash Flow Analysis. Using the Company Projections, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company to derive a range of illustrative present values per Share. Using the mid-year convention for discounting cash flows and discount rates ranging from 9.5% to 10.5%, reflecting estimates of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2026 (i) estimates of unlevered free cash flow for the Company for the six-month period ending December 31, 2026 and for fiscal years 2027 through 2030 as reflected in the Company Projections and (ii) a range of illustrative terminal values for the Company, which were calculated by applying terminal year exit enterprise value to last twelve months earnings before interest, taxes, depreciation and amortization (“EV/LTM EBITDA”) multiples ranging from 8.0x to 10.0x to a terminal year estimate of adjusted EBITDA, which excluded any addback for stock-based compensation, to be generated by the Company, as reflected in the Company Projections (which analysis implied perpetuity growth rates ranging from 3.1% to 5.3%). The range of terminal year exit EV/LTM EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of the Company and of certain publicly traded companies, as described below in the section entitled “—Selected Public Company Comparables Analysis.” Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the Company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the Company, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for the Company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the Company the amount of the Company’s total debt and debt-like items and added the amount of

 

41

the Company’s cash and cash equivalents, in each case, as provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a range of illustrative equity values for the Company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding Shares, as provided by and approved for Goldman Sachs’ use by the management of the Company, using the treasury stock method, to derive a range of illustrative present values per Share ranging from $44.27 to $59.37.

Illustrative Present Value of Future Share Price Analysis. Using the Company Projections, Goldman Sachs performed an illustrative analysis of the implied present value of illustrative future values per Share. For this analysis, Goldman Sachs first calculated implied enterprise values for the Company as of December 31, 2026 and December 31, 2027 by applying a range of illustrative enterprise value (“EV”) to next twelve months (“NTM”) adjusted EBITDA (“EV/NTM EBITDA”) multiples of 8.0x to 10.0x to estimates of the Company’s NTM adjusted EBITDA as of each such date. The adjusted EBITDA estimates used in this analysis excluded any addback for stock-based compensation. This illustrative range of EV/NTM EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/NTM EBITDA multiples for the Company and current and historical EV/NTM EBITDA multiples for certain publicly traded companies, as described below in the section entitled “—Selected Public Company Comparables Analysis.”

Goldman Sachs then subtracted the amount of the Company’s total debt and debt-like items and added the amount of the Company’s cash and cash equivalents for each of fiscal years 2026 and 2027, each as provided by and approved for Goldman Sachs’ use by the management of the Company, from the respective implied enterprise values in order to derive ranges of illustrative equity values as of December 31, 2026 and December 31, 2027 for the Company. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding Shares for each of fiscal years 2026 and 2027, calculated using information provided by and approved for Goldman Sachs’ use by the management of the Company, to derive ranges of implied future values per Share. Goldman Sachs then added the cumulative dividends per Share expected to be paid to holders of Shares through the end of each of fiscal years 2026 and 2027, using the Company Projections. Goldman Sachs then discounted these implied future equity values per Share to June 30, 2026, using an illustrative discount rate of 11.3%, reflecting an estimate of the Company’s cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in ranges of implied present values of $35.42 to $50.04 per Share for fiscal year 2026 and $42.90 to $58.50 per Share for fiscal year 2027.

Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to the following selected transactions in the accounting services and specialty consulting industry since January 2021. For each of the selected transactions, Goldman Sachs calculated and compared the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s LTM EBITDA based on information in public filings, press releases and investor relations documents. While none of the companies that participated in the selected transactions are directly comparable to the Company, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of the Company’s results, market sizes and product profile.

 

42

The following table presents the results of this analysis:

 

		Selected Transactions
Announcement Date		Acquiror		Target		LTM EV/EBITDA
June 2026		Korn Ferry		Auxey Holdco Limited		11.0x
January 2026		Jacobs Solutions Inc.		PA Consulting Group Limited		13.0x
October 2025		Advent International, L.P.		Heidrick & Struggles International, Inc.		7.4x
July 2024		CBIZ, Inc.		Marcum LLP		12.0x
May 2024		EQT AB		Perficient, Inc.		16.9x
March 2024		H.I.G. Capital, LLC		Alight, Inc.’s Payroll & Professional Services Business		10.0x
February 2024		First Advantage Corporation		Sterling Check Corp.		11.9x
February 2024		General Atlantic, L.P. and Stone Point Capital LLC		HireRight Holdings Corporation		9.3x
July 2021		H.I.G. Capital, LLC		Oxford Global Resources, LLC		11.2x
January 2021		Peraton Inc.		Perspecta Inc.		10.0x

The multiples shown did not reflect the impact of announced synergies, and the multiple for the Company’s acquisition of Marcum LLP excluded the present value of the tax step-up benefit. The data and analysis did not reflect any potential impacts from proposed changes to U.S. tax law.

Based on the results of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of EV/LTM EBITDA multiples of 7.4x to 16.9x to the Company’s LTM EBITDA of $463 million as of March 31, 2026, as provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a range of implied enterprise values for the Company. Goldman Sachs then subtracted the net debt of the Company as of June 30, 2026, as provided by and approved for Goldman Sachs’ use by the management of the Company, and divided the result by the number of fully diluted outstanding Shares as of June 30, 2026, as provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a reference range of implied values per Share of $32.95 to $106.08.

Premia Paid Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from January 1, 2020 through July 24, 2026 involving a public company based in the United States as the target and having a transaction size between $1.0 billion and $5.0 billion. This analysis excluded withdrawn transactions and transactions with premia greater than 100% or less than 0% relative to the target’s last undisturbed closing price prior to announcement, using information obtained from FactSet. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the 227 transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 36.0% across the period. This analysis also indicated a 25th percentile premium of 21.4% and 75th percentile premium of 54.0% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 21.4% to 54.0% to the undisturbed closing price per Share of $42.63 as of July 24, 2026 and calculated a range of implied equity values per Share of $51.75 to $65.65.

Selected Public Company Comparables Analysis. Goldman Sachs reviewed and compared historical Next Twelve Months Enterprise Value to EBITDA (“NTM EV/EBITDA”) multiples for the Company to corresponding NTM EV/EBITDA multiples for the following publicly traded corporations in the accounting services and specialty consulting industry, which we refer to in this section of this proxy statement as the “Selected Companies”:

 

•

Accenture plc

 

•

Andersen Group Inc.

 

43

•

Booz Allen Hamilton Holding Corporation

 

•

CRA International, Inc.

 

•

FTI Consulting, Inc.

 

•

Huron Consulting Group Inc.

 

•

ICF International, Inc.

Although none of the Selected Companies is directly comparable to the Company, the Selected Companies included were chosen because they are publicly traded companies in the accounting services and specialty consulting industry with operations that, for purposes of analysis, may be considered similar to certain operations of the Company.

Goldman Sachs calculated the average NTM EV/EBITDA multiples for the Company and the Selected Companies (excluding the Company, referred to as the “Consulting Services Peers”) over various time periods from January 1, 2018 through July 24, 2026. Goldman Sachs also calculated the Company’s NTM EV/EBITDA multiple as a percentage of the Consulting Services Peers’ average multiple for each period.

The results of these calculations are summarized as follows:

 

Historical Period

CBIZ Average NTM EV/EBITDA Multiple

Consulting Services Peers Average NTM EV/EBITDA Multiple

CBIZ Multiple as a % of Peer Average

CY 2018 – 2019 Average

11.0x

12.8x

86

%

CY 2020 – 2021 Average

11.6x

12.8x

90

%

CY 2022 – 2023 Average

12.7x

13.3x

95

%

CY 2024 – 2025 Average

13.3x

13.7x

97

%

YTD CY 2026 Average

7.0x

10.4x

67

%

YTD CY 2026 Average (as of June 8, 2026 Bid Date)

7.0x

10.8x

65

%

Current (as of July 24, 2026)

8.6x

9.2x

93

%

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the contemplated Merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Board as to the fairness from a financial point of view to the holders (other than Parent and its affiliates) of Shares of the $55.00 in cash per Share to be paid to such holders pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The $55.00 in cash per Share to be paid to the holders (other than Parent and its affiliates) of Shares pursuant to the Merger Agreement was determined through arm’s-length negotiations between the Company and

 

44

Parent and was approved by the Board. Goldman Sachs provided advice to the Company during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or the Board or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

As described above, Goldman Sachs’ opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B to this proxy statement.

Goldman Sachs and its affiliates (collectively, “Goldman Sachs Affiliated Entities”) are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, any of their respective affiliates and third parties, including Grant Thornton, the Guarantor (as defined in the Merger Agreement), New Mountain Capital L.L.C. (“New Mountain”), a significant shareholder of Grant Thornton, and any of their respective affiliates and, as applicable, portfolio companies (collectively, “Relevant Entities”) or any currency or commodity that may be involved in the Merger. Goldman Sachs Investment Banking has an existing lending relationship with Grant Thornton. Goldman Sachs has acted as financial advisor to the Company in connection with, and has participated in certain of the negotiations leading to, the Merger. Goldman Sachs has provided certain financial advisory services to the Company and its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as financial advisor to the Company in connection with the Merger. During the two-year period ended July 28, 2026, Goldman Sachs has recognized compensation for financial advisory services provided by Goldman Sachs Investment Banking to the Company and/or its affiliates of approximately $0.4 million. Goldman Sachs and/or its affiliates have also provided certain financial advisory and/or underwriting services to Grant Thornton and/or its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner with respect to Grant Thornton’s bank loan in May 2025; as bookrunner with respect to Grant Thornton’s bank loan in September 2025; and as lead arranger with respect to Grant Thornton’s bank loan in January 2026. During the two-year period ended July 28, 2026, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Grant Thornton and its affiliates (excluding New Mountain and its other affiliates) of approximately $0.8 million. As of July 28, 2026, Goldman Sachs Investment Banking was not mandated by Grant Thornton and/or its Related Entities (as defined below) (excluding New Mountain and its other affiliates) to provide to any such person financial advisory and/or underwriting services. As of July 28, 2026, Goldman Sachs Investment Banking was not soliciting Grant Thornton and/or its Related Entities (excluding New Mountain and its other affiliates) to work on financial advisory and/or underwriting matters for any such persons on which it had not been mandated. Goldman Sachs and/or its affiliates also have provided certain financial advisory and/or underwriting services to New Mountain and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner with respect to an investment-grade bond offering by New Mountain Finance Corporation, an affiliate of New Mountain, in September 2024; as financial advisor to New Mountain in connection with its minority stake sale in R1 RCM in November 2024; as bookrunner with respect to a bank loan to OneDigital Health and Benefits, Inc., a portfolio company of New Mountain, in January 2025; as bookrunner with respect to a bank loan to Alight Solutions, a portfolio company of New Mountain, in January 2025; as bookrunner with respect to a high-yield offering by New Mountain Finance Corporation, an affiliate of New Mountain, in February 2025; as bookrunner with respect to New Mountain’s asset securitization in November 2025; and as financial advisor to New Mountain in connection with a continuation fund in April 2026. During the two-year period ended July 28, 2026,

 

45

Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to New Mountain and its affiliates (excluding Grant Thornton and its subsidiaries) of approximately $96 million. As of July 28, 2026, including any pending assignments referenced above, Goldman Sachs Investment Banking was mandated by New Mountain and/or its Related Entities (excluding Grant Thornton and its subsidiaries) to provide financial advisory and/or underwriting services unrelated to the Merger with respect to multiple matters and, if all such matters were to be consummated, Goldman Sachs Investment Banking expected that it would recognize compensation in an aggregate amount substantially similar to the transaction fee expected in connection with the Merger. In addition, as is typical for investment banks, Goldman Sachs Investment Banking was, as of July 28, 2026, soliciting New Mountain and/or its Related Entities (excluding Grant Thornton and its subsidiaries) to work on financial advisory and/or underwriting matters unrelated to the Merger on which it had not been, and might not be, mandated. Goldman Sachs Investment Banking was not in a position to estimate the amount of compensation, if any, it expected to recognize with respect to such matters, but it expected that, were it to be mandated on such matters, the mandates would provide for customary compensation. The status, timing and likelihood of consummation of such matters will change over time. One or more members of the Goldman Sachs Investment Banking team working with the Company were also involved in one or more of such mandates and/or solicitations. Goldman Sachs and/or its affiliates may also in the future provide financial advisory and/or underwriting services to the Company, Parent, Grant Thornton, New Mountain, and their respective affiliates and, as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation.

As of July 28, 2026, Goldman Sachs Affiliated Entities had (i) no direct GS Principal Investment (as defined below) in the Company and/or its affiliates, (ii) no direct GS Principal Investment in Grant Thornton and its Related Entities (excluding New Mountain and its other affiliates) and (iii) an aggregate direct GS Principal Investment of approximately $14.59 million in various New Mountain Capital funds. As of July 28, 2026, funds managed by affiliates of Goldman Sachs were not co-invested with New Mountain and/or its affiliates but were invested in equity interests of funds managed by affiliates of New Mountain. Funds managed by affiliates of Goldman Sachs and its affiliates may co-invest with, and invest in equity interests of, New Mountain and its affiliates and/or funds managed thereby in the future.

On the public side of Goldman Sachs’ informational wall (the “Public Side”) and in the ordinary course of its various business activities, Goldman Sachs Affiliated Entities may also own equity securities in the Relevant Entities, and/or their respective affiliates arising from engaging in market making, trade execution, clearing, custody, margin lending and other similar financing transactions, securities lending, and related activities (including by acting as agent for third parties executing their transactions or as principal supplying liquidity to market participants, and any related hedging, other risk management or inventory management) (collectively, “Market Making Activities”), which positions change frequently. Regulatory, informational and operational barriers separate the Public Side from Goldman Sachs Investment Banking.

For purposes of this section of the proxy statement, (x) Goldman Sachs relied on its books and records to (i) unless otherwise indicated, calculate all amounts and (ii) determine whether an entity is an affiliate, portfolio company, subsidiary or majority-owned subsidiary of another entity, and (y) the following terms have the definitions set forth below:

GS Principal Investments (including any associated commitments) are (i) direct balance sheet investments in equity interests or equity securities held by Goldman Sachs Affiliated Entities for its own account or (ii) direct investments in equity interests held by a fund managed by a Goldman Sachs Affiliated Entity which fund is primarily for the benefit of Goldman Sachs Affiliated Entities and/or its current and former employees and not third party clients. GS Principal Investments do not include equity interests arising from Market Making Activities, equity derivatives, convertible debt instruments, or warrants or equity kickers received in connection with senior secured loans, mezzanine loans, warehouse loans, preferred equity with a fixed rate of return or other similar types of financing transactions (which may also be subject to hedging or other risk-mitigating instruments). GS Principal Investments also do not include investments by funds managed by Goldman Sachs

 

46

Affiliated Entities which funds are almost entirely for the benefit of third party clients (“GS Client Funds”), which funds can co-invest alongside, and/or make Investments in, the Relevant Entities or their respective Related Entities. As investment managers for GS Client Funds, Goldman Sachs Affiliated Entities are required to fulfill a fiduciary responsibility to GS Client Funds in making decisions to purchase, sell, hold or vote on, or take any other action with respect to, any financial instrument.

Related Entities are, as applicable, a person or entity’s subsidiaries, affiliates, portfolio companies and/or funds managed thereby.

The Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated June 25, 2026, the Company engaged Goldman Sachs to act as its financial advisor in connection with the Merger. The engagement letter between the Company and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $53 million, approximately $52.8 million of which is contingent upon consummation of the Merger. In addition, the Company has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Interests of Directors and Executive Officers in the Merger

In considering the recommendation of the Board that you vote “FOR” the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests that may be different from, or in addition to, the interests of CBIZ stockholders generally. The Board was aware of these interests and considered them at the time it approved the Merger Agreement and recommended that CBIZ’s stockholders adopt the Merger Agreement.

CBIZ’s non-employee directors as of the date of this proxy statement are Rick L. Burdick (Chair), Gina D. France, Richard T. Marabito, Kathy A. Raffa, A. Haag Sherman, Todd J. Slotkin, and Rodney A. Young. Benaree Pratt Wiley retired from the Board on May 14, 2026, and she is not entitled to receive any compensation in connection with, or as a result of, the Merger.

CBIZ’s executive officers as of the date of this proxy statement are Jerome P. Grisko, Jr. (President and Chief Executive Officer), Brad Lakhia (Senior Vice President and Chief Financial Officer), and Michael P. Kouzelos (President, Benefits and Insurance Services). Chris Spurio, CBIZ’s former President, Financial Services, left the employment of CBIZ on January 31, 2026 and Ware Grove retired from his positions as CBIZ’s Senior Vice President and Chief Financial Officer on March 17, 2025.

For information regarding beneficial ownership of Shares by each of CBIZ’s current directors and executive officers and all of such directors and executive officers as a group, please see the section entitled “Security Ownership of Certain Beneficial Owners,” beginning on page [●].

Treatment of Outstanding Equity Awards

The treatment of equity awards held by CBIZ’s directors and executive officers in connection with the Merger is the same as the treatment of equity awards held by other holders of CBIZ equity awards, as described in the section entitled “The Merger Agreement–Treatment of Outstanding Equity Awards,” beginning on page [●]. At the Effective Time, each Share of unvested Company Restricted Stock held by a non-employee director will be cancelled and converted into the right to receive an amount in cash based on the Merger Consideration. All outstanding Company Options are fully vested and held by current directors. In connection with the Merger, each outstanding Company Option will be cancelled and converted automatically into the right to receive an aggregate amount in cash equal to the product of (i) the excess (if any) of the Merger Consideration

 

47

over the applicable exercise price per Share underlying such Company Option and (ii) the total number of Shares subject to such Company Option. In addition, each vested Company RSU and vested Company PSU held by CBIZ’s executive officers that has not yet been settled (if any), will be converted into the right to receive an amount in cash based on the Merger Consideration. Each unvested Company RSU and unvested Company PSU held by CBIZ’s executive officers will be converted into a Replacement RSU Award and Replacement PSU Award, respectively, that will generally remain subject to the corresponding award’s time-vesting schedule (except that each Replacement PSU Award will (i) be based on the target number of Shares subject to the corresponding unvested Company PSU and (ii) vest on the last day of the performance period applicable to the corresponding unvested Company PSU), and, upon vesting, will become payable in cash based on the Merger Consideration, subject to continued employment and to full acceleration upon certain qualifying terminations of employment, as described in the section entitled “The Merger Agreement–Treatment of Outstanding Equity Awards.” None of CBIZ’s directors and executive officers hold Company Units or Marcum Performance Shares, as described in the section entitled “The Merger Agreement–Treatment of Outstanding Equity Awards.”

The tables below set forth, as of July 31, 2026, the latest practicable date to determine such amounts before the filing of this proxy statement, (i) the number of Company RSUs and Company PSUs, whether vested or unvested, held by CBIZ’s executive officers (with respect to unvested Company PSUs, based on the target number of Shares subject thereto) and the number of Shares of unvested Company Restricted Stock held by CBIZ’s non-employee directors and (ii) the aggregate cash consideration that would be payable in respect of such Company RSUs, Company PSUs and shares of Company Restricted Stock, as applicable, based on the Merger Consideration. None of the executive officers hold Company Options. Depending on when the Merger is consummated, certain unvested Company RSUs, unvested Company PSUs and Shares of unvested Company Restricted Stock included in the tables below may vest (and be settled) or be forfeited prior to the consummation of the Merger pursuant to their terms, independent of the Merger.

Executive Officer Equity Awards Summary Table

 

Name		Company RSUs (#)				Company RSUs ($)				Company PSUs (#)				Company PSUs ($)
Jerome P. Grisko, Jr.			113,553				6,245,415				139,077				7,649,235
Brad Lakhia			127,225				6,997,375				39,040				2,147,200
Michael P. Kouzelos			28,966				1,593,130				36,303				1,996,665
Chris Spurio			—				—				19,812				1,089,660
Ware Grove			2,602				143,110				7,806				429,330

Non-Employee Director Equity Awards Summary Table

 

Name		Company Restricted Stock (#)				Company Restricted Stock ($)
Rick L. Burdick			7,232				397,760
Gina D. France			7,232				397,760
Richard T. Marabito			7,232				397,760
Kathy A. Raffa			7,232				397,760
A. Haag Sherman			7,232				397,760
Todd J. Slotkin			7,232				397,760
Rodney A. Young			7,232				397,760

 

48

Change in Control Severance Plan

The Board has adopted a Change in Control Severance Plan (“CIC Severance Plan”) pursuant to which each executive officer (other than Messrs. Spurio and Grove who are no longer employed with the Company on a full-time basis) has received a participation letter setting forth the terms applicable to participation in the CIC Severance Plan. If the executive officers do not execute their participation letters, they will remain entitled to receive less favorable severance under their current arrangements, as previously disclosed. Under the CIC Severance Plan, upon a termination of employment by CBIZ without “cause” or by the executive officer for “good reason” (as such terms are defined in the CIC Severance Plan), in each case, during the period commencing on the earlier of (i) the public announcement by CBIZ of a transaction that results in a change in control of CBIZ and (ii) the entry by CBIZ into a definitive agreement that results in a change in control of CBIZ, and ending two years following the consummation of a change in control of CBIZ (each, a “Covered Termination”), the executive officers are entitled to severance payments and benefits in accordance with the terms and conditions of the CIC Severance Plan and their respective participation letters. The Merger will constitute a “change in control” of CBIZ for purposes of the CIC Severance Plan.

The severance payments and benefits under the CIC Severance Plan upon a Covered Termination are as follows:

 

•

a lump sum payment equal to three times the sum of base salary and target annual bonus for Mr. Grisko and two times the sum of base salary and target annual bonus for Mr. Lakhia and Mr. Kouzelos;

 

•

a lump sum payment equal to the executive officer’s prorated annual bonus for the year of termination at the target level of performance; and

 

•

a lump sum payment equal to the cost of the executive officer’s premiums for coverage under CBIZ’s group health plan for a period of 36 months for Mr. Grisko and 24 months for Mr. Lakhia and Mr. Kouzelos.

Mr. Grisko’s participation letter under the CIC Severance Plan also provides that, upon a Covered Termination, Mr. Grisko will be entitled to receive the transfer of his Company vehicle, which is a benefit included in Mr. Grisko’s employment agreement (the “Grisko Employment Agreement”) but not covered under the CIC Severance Plan.

The severance payments and benefits under the CIC Severance Plan are subject to the executive officer’s timely execution and non-revocation of a release of claims. The CIC Severance Plan also contains a “best-net” Section 280G provision under which payments will either be made in full or reduced to the maximum amount that would not be subject to the excise tax under Section 4999 of the Code (as defined below), depending on which treatment produces the greater after-tax benefit to the executive officer. However, as contemplated by the Merger Agreement, certain executive officers may enter into agreements with CBIZ pursuant to which they may become entitled to receive Section 280G make-whole payments in connection with payments and benefits payable under the CIC Severance Plan or otherwise that are subject to the excise tax under Section 4999 of the Code.

Retention and Transaction Bonuses

In connection with the Merger, the Board has adopted a retention bonus program for certain eligible employees. Under this program, 25% of each retention bonus is payable upon the consummation of a change in control and 75% is payable on the date that is 6 months following the consummation of a change in control, subject generally to continued employment through the applicable retention date (subject to certain termination protections). The Merger will constitute a “change in control” for purposes of the retention bonus program. The executive officers are eligible to receive the following amounts under the retention bonus program: Mr. Grisko ($1,302,000); Mr. Lakhia ($562,500); and Mr. Kouzelos ($486,000).

 

 

49

In connection with CBIZ’s entry into the Merger Agreement, CBIZ entered into transaction bonus award agreements with certain employees, including Mr. Lakhia. Pursuant to his transaction bonus award agreement, Mr. Lakhia has received a cash transaction bonus in the amount of $250,000.

Agreements with Parent Following the Merger

As of the date of this proxy statement, none of CBIZ’s executive officers have entered into any new agreement, arrangement or understanding with Parent or any of its affiliates regarding the terms and conditions of compensation, incentive pay or employment with CBIZ following the consummation of the Merger. Prior to or following the consummation of the Merger, it is possible that new agreements and/or amendments to existing employment or compensation arrangements may be entered into by CBIZ’s executive officers with Parent or one of its affiliates regarding their employment after the Merger.

Director and Officer Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, each current or former director or officer of CBIZ will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the Merger. For a more detailed description of the provisions of the Merger Agreement relating to director and officer indemnification and insurance, please see the section entitled “The Merger Agreement– Director and Officer Indemnification and Insurance,” beginning on page [●].

Summary of Potential Transaction Payments to Named Executive Officers

The information set forth below is required by Item 402(t) of Regulation S-K regarding compensation that is based on or otherwise relates to the Merger that CBIZ’s named executive officers could receive in connection with the Merger, as described more fully in the section entitled “The Merger–Interests of Directors and Executive Officers in the Merger,” beginning on page [●]. The table below provides information for each of CBIZ’s named executive officers. Holders of Shares as of the Record Date are being asked to approve, on a non-binding, advisory basis, such compensation. Because the vote to approve such compensation is advisory only, it will not be binding on any of CBIZ, the Board, Parent or the Surviving Corporation. Accordingly, if the Merger Agreement Proposal is approved by the CBIZ stockholders and the Merger is consummated, the compensation will be payable regardless of the outcome of the vote to approve such compensation, subject only to the conditions applicable thereto, which are described in the footnotes to the tables below and above in the section entitled “The Merger–Interests of Directors and Executive Officers in the Merger,” beginning on page [●].

The potential payments in the tables below are quantified in accordance with Item 402(t) of Regulation S-K. The estimated values are based on (i) an assumption that the Merger was consummated on July 31, 2026, (ii) the Merger Consideration, (iii) the named executive officers’ base salaries and target annual bonus opportunities as in effect as of the date of this proxy statement and (iv) an assumption that each named executive officer experiences a qualifying termination of employment immediately following the consummation of the Merger under circumstances that entitle such named executive officer to receive accelerated vesting and payment of their Replacement RSU Awards and Replacement PSU Awards as described in the section entitled “The Merger Agreement–Treatment of Outstanding Equity Awards,” beginning on page [●], and change-in-control severance payments as described in the section entitled “–Change in Control Severance Plan,” beginning on page [●]. As such, the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement, and do not reflect certain compensation actions that may occur before the consummation of the Merger. In addition, the amounts shown do not reflect any potential reduction pursuant to the Section 280G “best-net” provision in the CIC Severance Plan. A definitive analysis of the need, if any, for such reductions will depend on the date the Merger is consummated, the date of termination (if any) of the named executive officer and certain other assumptions used in the applicable

 

50

calculations. As a result, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

Named Executive Officer Merger-Related Compensation

 

Name		Cash ($)(1)				Equity ($)(2)				Perquisites/ Benefits ($)(3)				Total ($)
Jerome P. Grisko, Jr.			8,514,000				13,894,650				203,550				22,612,200
Brad Lakhia			3,687,500				9,144,575				68,789				12,900,864
Michael P. Kouzelos			2,934,000				3,589,795				42,899				6,566,694
Chris Spurio(4)			—				1,089,660				—				1,089,660
Ware Grove(5)			—				572,440				—				572,440

(1)

The amounts in this column reflect, (i) assuming a Covered Termination under the CIC Severance Plan, a severance payment under the CIC Severance Plan equal to three times the sum of base salary and target annual bonus for Mr. Grisko ($6,510,000) and two times the sum of base salary and target annual bonus for each of Mr. Lakhia ($2,500,000) and Mr. Kouzelos ($2,160,000), plus a prorated target annual bonus for each individual for the year of termination ($702,000, $375,000 and $288,000 for Mr. Grisko, Mr. Lakhia and Mr. Kouzelos, respectively) pro-rated through July 31, 2026, (ii) retention award payments of $1,302,000, $562,500 and $486,000 for Mr. Grisko, Mr. Lakhia and Mr. Kouzelos, respectively and (iii) the $250,000 transaction bonus paid to Mr. Lakhia following CBIZ’s entry into the Merger Agreement. Of the retention award amounts, 25% constitutes “single-trigger” compensation payable upon consummation of the Merger, subject to continued employment through the closing, and 75% constitutes “double-trigger” compensation that would become payable upon the earlier of six months following closing or an assumed qualifying termination following the consummation of the Merger. The severance and prorated bonus amounts constitute “double-trigger” compensation.

(2)

The amounts in this column and in the table below reflect the value of (i) each vested Company RSU and vested Company PSU held by each named executive officer that has not yet been settled (if any) and (ii) the accelerated vesting and payment of each named executive officer’s Replacement RSU Awards and Replacement PSU Awards that would occur upon the occurrence of a qualifying termination immediately following the consummation of the Merger. Replacement PSU Awards are valued based on target performance. These amounts constitute “double-trigger” compensation.

 

Name		Company RSUs ($)				Company PSUs ($)
Jerome P. Grisko, Jr.			6,245,415				7,649,235
Brad Lakhia			6,997,375				2,147,200
Michael P. Kouzelos			1,593,130				1,996,665
Chris Spurio			—				1,089,660
Ware Grove			143,110				429,330

 

(3)

The amounts in this column and the table below reflect the estimated value of benefits that may become payable upon the occurrence of a qualifying termination, consisting of the lump-sum COBRA reimbursement payable under the CIC Severance Plan and, in the case of Mr. Grisko, the transfer of the company vehicle (at Kelley Book Value) preserved under his CIC Severance Plan participation letter and the Grisko Employment Agreement.

 

Name		COBRA Premiums ($)				Automobile ($)
Jerome P. Grisko, Jr.			63,675				139,875
Brad Lakhia			68,789				—
Michael P. Kouzelos			42,899				—
Chris Spurio			—				—
Ware Grove			—				—

 

 

51

(4)

Mr. Spurio, CBIZ’s former President, Financial Services, left the employment of CBIZ on January 31, 2026. In connection with Mr. Spurio’s departure, all of his unvested Company RSUs immediately vested, and all of his outstanding and unvested Company PSUs became eligible to vest based on actual performance achieved through the end of the applicable performance period. In accordance with the terms of the Merger Agreement, the table above reflects Mr. Spurio’s PSUs vesting at target.

(5)

Mr. Grove retired from his positions as CBIZ’s Senior Vice President and Chief Financial Officer on March 17, 2025. In connection with his retirement, pursuant to the terms of his second amended and restated employment agreement, Mr. Grove retained all outstanding and unvested Company RSUs and eligibility to vest in all outstanding and unvested Company PSUs based on actual performance achieved through the end of the applicable performance period. In accordance with the terms of the Merger Agreement, the table above reflects Mr. Grove’s PSUs vesting at target.

Certain Effects of the Merger

Following the Merger, all of the Company’s equity interests will be legally and beneficially owned by Parent, and none of the Company’s current stockholders will, by virtue of the Merger, have any ownership interest in, or be a stockholder of, the Surviving Corporation or Parent after the completion of the Merger. As a result, the Company’s current stockholders will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of the Shares. Following the Merger, Parent will benefit from any increase in the Company’s enterprise value and also will bear the risk of any decrease in the Company’s enterprise value.

For information regarding the effects of the Merger on the Company’s outstanding equity awards, see the sections entitled “The Merger-Interests of Directors and Executive Officers in the Merger,” beginning on page [●], and “The Merger Agreement-Treatment of Outstanding Equity Awards,” beginning on page [●].

The Shares are currently registered under the Exchange Act and trade on NYSE under the symbol “CBZ.” Following the completion of the Merger, the Shares will no longer be traded on NYSE or any other public market. In addition, the registration of the Shares under the Exchange Act will be terminated, and the Company will no longer be required to file periodic and other reports with the SEC with respect to such Shares. Termination of registration of the Shares under the Exchange Act will reduce the information required to be furnished by the Company to the Company’s stockholders and the SEC, and would make certain provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with stockholders’ meetings pursuant to Section 14(a) of the Exchange Act, no longer applicable to the Company to the extent that they apply solely as a result of the registration of the Shares under the Exchange Act.

Consequences if the Merger is Not Completed

If the Merger Agreement Proposal is not approved by the Company’s stockholders, or if the Merger is not completed for any other reason, you will not receive any consideration from Parent or Merger Sub for your Shares. Instead, CBIZ will remain a public company and the Shares will continue to be listed and traded on NYSE. We expect that our management will operate our business in a manner similar to that in which it is being operated today and that holders of Shares will continue to be subject to the same risks and opportunities as they currently are subject to with respect to their ownership of the Shares. If the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of the Shares, including the risk that the market price of the Shares may decline to the extent that the current market price of the Shares reflects a market assumption that the Merger will be completed and, if that were to occur, it is uncertain when, if ever, the price would return to the price at which the Shares trade as of the date of this proxy statement. If the Merger Agreement Proposal is not approved by the Company’s stockholders, or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to us will be offered or that our business, prospects or results of operations will not be adversely impacted.

 

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In addition, if the Merger Agreement is terminated under specified circumstances, the Company will be required to pay to Parent the Company Termination Fee or the Go-Shop Termination Fee (as applicable). The Merger Agreement also provides that Parent will be required to pay CBIZ the Parent Termination Fee if the Merger Agreement is terminated due to certain reasons related to Parent’s breach or failure to close. For additional information, see the section entitled “The Merger Agreement-Termination Fees,” beginning on page [●].

You should also read and consider carefully the other information in this proxy statement, the Annexes to this proxy statement and the documents incorporated by reference herein, including the risk factors contained in the Company’s Annual Report on Form 10-K (as amended), subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in the proxy statement. See the section entitled “Where You Can Find More Information,” beginning on page [●].

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of certain material U.S. federal income tax consequences relating to the Merger that are relevant to stockholders of the Company whose Shares are exchanged for cash pursuant to the Merger. This summary is for general information purposes only, is not tax advice and does not purport to consider all aspects of U.S. federal income taxation that might be relevant to U.S. Holders and Non-U.S. Holders (each, as defined below) in light of their particular facts and circumstances. This summary is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing, proposed and temporary regulations thereunder and administrative and judicial interpretations thereof in effect as of the date hereof, all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. Any such change could affect the accuracy of the statements and conclusions set forth in this discussion. The Company has not sought, and does not intend to seek, any ruling from the Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS. Furthermore, no opinion of counsel has been or will be rendered with respect to any tax considerations of the Merger or any related transactions. The use of words such as “will” and “should” in any tax-related discussion contained herein is not intended to convey a particular level of comfort.

This summary is limited to stockholders of the Company who hold their Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not describe any of the tax consequences arising under the laws of any state, local or non-U.S. tax jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., state, gift or alternative minimum tax, the Medicare net investment income surtax, or any withholding considerations under the Foreign Account Tax Compliance Act of 2010 (including regulations issued thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith and any laws, regulations or practices adopted in connection with any such agreement)) that may be relevant or applicable to a particular holder in connection with the Merger. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. holder or both, as the context may require. In addition, this discussion does not address consequences relevant to holders subject to special rules under the U.S. federal income tax laws, including, for example, but not limited to:

 

•

banks and certain other financial institutions;

 

•

mutual funds;

 

•

insurance companies;

 

•

brokers or dealers in securities, currencies, or commodities;

 

•

dealers or traders in securities subject to a mark-to-market method of accounting;

 

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•

regulated investment companies and real estate investment trusts;

 

•

tax-qualified retirement plans;

 

•

tax-exempt organizations (including private foundations), governmental agencies, instrumentalities, or other governmental organizations and pension funds;

 

•

holders that are holding Shares as part of a “straddle,” hedge, constructive sale, or other integrated transaction or conversion transaction or similar transactions;

 

•

U.S. Holders whose functional currency is not the U.S. dollar;

 

•

partnerships, other entities classified as partnerships for U.S. federal income tax purposes, “S corporations,” or any other pass-through entities for U.S. federal income tax purposes (or investors in such entities);

 

•

expatriated entities subject to Section 7874 of the Code;

 

•

U.S. expatriates and former citizens or long-term residents of the United States;

 

•

holders that own or have owned (directly, indirectly, or constructively) five percent or more of Shares (by vote or value);

 

•

holders required to accelerate the recognition of any item of gross income with respect to their shares as a result of such income being recognized on an applicable financial statement (as defined in Section 451(b) of the Code);

 

•

grantor trusts;

 

•

“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

 

•

Holders who are subject to the alternative minimum tax;

 

•

persons who hold or received Shares pursuant to the exercise of any employee stock option, in connection with a restricted stock unit award or company performance stock unit award or otherwise in a compensatory transaction;

 

•

holders that own an equity interest in Parent following the Merger;

 

•

holders that hold their Shares through a bank, financial institution, or other entity, or a branch thereof, located, organized, or resident outside the United States;

 

•

holders that acquire or sell Shares of the Company as part of wash sales for U.S. federal income tax purposes; or

 

•

holders who properly exercise appraisal rights with respect to their Shares.

If a partnership, or another entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes, is the beneficial owner of Shares of the Company, then the U.S. federal income tax treatment of its partners or members generally will depend upon the status of the partner or member and the partnership’s activities. Accordingly, partnerships or other entities treated as partnerships for U.S. federal income tax purposes that hold Shares, and partners or members in those entities, are urged to consult their tax advisors regarding the specific U.S. federal income tax consequences to them of the Merger.

This discussion does not address the tax consequences of acquisitions or dispositions of Shares outside the Merger, or transactions pertaining to options or other equity awards of the Company in connection with the Merger.

THIS DISCUSSION IS INTENDED ONLY AS A GENERAL SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO ANY HOLDERS. EACH HOLDER AND/OR OTHER

 

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BENEFICIAL OWNERS OF SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER APPLICABLE U.S. TAX TREATIES AND STATE, LOCAL OR NON-U.S. TAX LAWS, INCLUDING POSSIBLE CHANGES IN SUCH LAWS.

U.S. Holders

This section applies to U.S. Holders. For purposes of this summary, the term “U.S. Holder” means a beneficial owner of Shares that, for U.S. federal income tax purposes, is or is treated as any of the following:

 

•

an individual who is a citizen or resident of the United States;

 

•

a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state thereof or the District of Columbia;

 

•

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

 

•

a trust, if (i) a United States court is able to exercise primary supervision over the trust’s administration and one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) have authority to control all of the trust’s substantial decisions or (ii) the trust has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

The exchange of Shares for cash pursuant to the Merger will be a taxable transaction to U.S. Holders for U.S. federal income tax purposes. In general, a U.S. Holder who receives cash in exchange for Shares pursuant to the Merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. Holder’s adjusted tax basis in the Shares surrendered for cash pursuant to the Merger. Gain or loss will be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction) surrendered for cash pursuant to the Merger. Such gain or loss would be long-term capital gain or loss, provided that the holding period for such block(s) of Shares are more than one year at the time of consummation of the Merger. Long-term capital gains recognized by certain non-corporate U.S. Holders are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses by a U.S. Holder is subject to certain limitations.

Non-U.S. Holders

This section applies to “Non-U.S. Holders.” For purposes of this summary, a “Non-U.S. Holder” means a beneficial owner of Shares that is not a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes. Non-U.S. Holders are urged to consult their tax advisors to determine the U.S. federal, state, local, non-U.S. and other tax consequences that may be relevant to them in light of their particular circumstances.

A Non-U.S. Holder will not be subject to U.S. federal income tax on gain realized in connection with the Merger, unless:

 

•

the gain is effectively connected with a trade or business of such Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder in the United States);

 

•

the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition of Shares pursuant to the Merger and certain other requirements are met; or

 

•

the Shares constitute a United States real property interest (“USRPI”) by reason of Company’s status as a United States real property holding corporation (“USRPHC”) for U.S. federal income tax purposes and one or more other conditions are satisfied.

 

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Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A Non-U.S. Holder described in the second bullet point above generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized in connection with the Merger, which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, although the Company has not made a definitive determination, the Company believes that it is not currently, and has not been during the preceding five years ending on the date of the Merger, a USRPHC. Because the determination of whether Company is a USRPHC depends on the fair market value of Company’s USRPIs relative to the fair market value of Company’s non-USRPIs and other business assets, there can be no assurance that Company is not, and has not been during the preceding five years ending on the date of the Merger, a USRPHC. Even if the Company is a USRPHC, gain arising from the sale or other taxable disposition of Shares by a Non-U.S. Holder will not be subject to U.S. federal income tax if the Shares are “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market and such Non-U.S. Holder owned, actually and constructively, 5% or less of the Share of the Company throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period. Non-U.S. Holders are urged to consult their tax advisors about the consequences that could result if Company is or were to become a USRPHC.

Information Reporting and Backup Withholding

Payments made in exchange for Shares pursuant to the Merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24%). Information reporting and backup withholding may apply to the proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to a U.S. Holder that furnishes a correct taxpayer identification number and certifies under penalty of perjury that such U.S. Holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form). Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the Required Information is timely furnished to the IRS.

A Non-U.S. Holder may be subject to information reporting and backup withholding (currently at a rate of 24%) on payments made in exchange for Shares pursuant to the Merger. To avoid backup withholding, a Non-U.S. Holder that does not otherwise establish an exemption from backup withholding should complete and return an IRS Form W-8BEN, IRS Form W-8BEN-E or other appropriate IRS Form W-8, as applicable, for the Non-U.S. Holder, in accordance with the instructions thereto, certifying that such Non-U.S. Holder is not a “United States person” (within the meaning of the Code). Non-U.S. Holders should consult their tax advisors to determine which IRS Form W-8 is appropriate.

Certain stockholders (including corporations) generally are not subject to backup withholding. Backup withholding is not an additional tax. Any amount withheld under the backup withholding rules generally will be allowed as a refund or credit against the U.S. federal income tax liability of a holder, provided the required information is properly and timely furnished by such holder to the IRS. The IRS may impose a penalty upon a holder that fails to provide the correct taxpayer identification number.

The tax discussion set forth above is included for general information only and is not tax advice. You are urged to consult your tax advisor to determine the particular tax consequences to you of the Merger, including the applicability and effect of U.S. federal, state, local, non-U.S. and other tax laws and treaties.

 

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Regulatory Approvals

Under the Merger Agreement, completion of the Merger is conditioned on the expiration or termination of the waiting period applicable to the completion of the Merger under the HSR Act.

On August 11, 2026, the Company and Parent filed their respective notification and report forms under the HSR Act with respect to the Merger with the FTC and the DOJ, which triggered the start of the HSR Act waiting period. The HSR Act waiting period is expected to expire at 11:59 p.m. Eastern Time on September 10, 2026.

At any time before or after the Merger is completed, the FTC, the DOJ, U.S. state attorneys general as well as non-U.S. regulatory bodies could take action under antitrust laws and/or foreign investment laws in opposition to the Merger, including seeking to enjoin completion of the Merger, condition adoption of the Merger Agreement upon the divestiture of assets of the Company or its subsidiaries or impose restrictions on post-Merger operations or other conditions. Private parties also may seek to take legal action under the U.S. federal or state antitrust laws under some circumstances.

For a description of the Company’s and Parent’s respective obligations under the Merger Agreement with respect to regulatory approvals, see the section entitled “The Merger Agreement-Efforts to Complete the Merger,” beginning on page [●].

Payment of Merger Consideration

Prior to the Effective Time, Parent will select, with the Company’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed), the Paying Agent to exchange the Shares for the Merger Consideration. At or prior to the Effective Time, Parent will deposit or cause to be deposited with the Paying Agent, the Exchange Fund. Promptly after the Effective Time (and in any event within five (5) business days after the Effective Time), Parent will cause the Paying Agent to mail to each holder of record of certificates representing Shares outstanding immediately prior to the Effective Time (other than in respect of Excluded Shares and Dissenting Shares): (i) a letter of transmittal in customary form advising such holder of the effectiveness of the Merger and the conversion of its Shares into the right to receive the Merger Consideration, and specifying that delivery will be effected, and risk of loss and title to the certificates will pass, only upon delivery of the certificates (or affidavits of loss in lieu of the certificates) and such other documents as may be reasonably required by the Paying Agent (including a validly issued IRS Form W-9 or applicable IRS Form W-8) and (ii) instructions for use in effecting the surrender of the certificates (or affidavits of loss in lieu of the certificates and such other documents). Upon the surrender of a certificate (or delivery of an affidavit of loss in lieu of the certificate) to the Paying Agent in accordance with the terms of such transmittal materials, the holder of such certificate will be entitled to receive in exchange for such certificate an amount in immediately available funds (or, if no wire transfer instructions are provided, a check, and in each case, after giving effect to any required tax withholding) equal to the cash amount that such holder is entitled to receive as the Merger Consideration, and the certificate so surrendered will be cancelled. No interest will be paid or accrued on any amount payable to holders of certificates. In the event of a transfer of ownership of Shares represented by a certificate that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the certificate may be issued and/or paid to such a transferee if the certificate representing such Shares is presented to the Paying Agent, properly endorsed for transfer or otherwise in proper form for transfer, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other similar taxes have been paid or are not applicable.

In the event any certificate is lost, stolen or destroyed, upon the making of an affidavit (in form and substance satisfactory to Parent and the Surviving Corporation) of that fact by the person claiming such certificate to be lost, stolen or destroyed to the Paying Agent or the Surviving Corporation and, if required by the Parent or the Surviving Corporation, the posting by such person of a bond, in such reasonable amount as Parent or the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect

 

57

to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the cash that would have been issuable or payable (after giving effect to any required tax withholdings) had such lost, stolen or destroyed certificate been surrendered.

Promptly after the Effective Time (and in any event within five (5) business days after the Effective Time), Parent will cause the Paying Agent to (i) mail to each registered holder of uncertificated Shares (other than in respect of Excluded Shares and Dissenting Shares) materials advising such holder of the effectiveness of the Merger and the conversion of its Shares into the right to receive the Merger Consideration and (ii) deliver the cash amount that such holder is entitled to receive in respect of its Shares (after giving effect to any required tax withholdings), without interest thereon.

After the completion of the Merger, holders of Shares will cease to have any rights as a stockholder of the Company other than the right to receive the Merger Consideration upon the terms and subject to the conditions set forth in the Merger Agreement.

The Paying Agent will return to Parent or the Surviving Corporation, as designated by Parent, all funds in its possession that remain unclaimed by the stockholders of the Company at the one-year anniversary of the Effective Time. After that time, if a Company stockholder has not received payment of the Merger Consideration, such former stockholder may look only to the Parent for payment of the Merger Consideration, subject to applicable abandoned property, escheat and other similar laws.

Financing of the Merger

The Merger is not subject to any financing condition. Parent estimates that the total funds necessary to complete the Merger and pay the Merger Consideration will be approximately $5,235,000,000, including estimated transaction fees and expenses. Parent expects these amounts to be funded through a combination of committed debt financing (as described below), and pursuant to the Equity Commitment Letter.

Equity Commitment Letter

In connection with the Merger, Parent delivered to the Company the Equity Commitment Letter, pursuant to which the Equity Investors have committed, subject to the terms and conditions contained therein, to contribute the Investor Commitment to Turbo Parent immediately prior to the Closing, and Turbo Parent has committed, immediately following the consummation of the Investor Commitment, to contribute to Parent the Equity Financing.

The obligations of the Equity Investors and Turbo Parent to fund the equity commitments are subject to a number of conditions, including (i) the satisfaction in full or waiver by Parent on or before the Closing, of all of the conditions precedent to Parent’s obligations to consummate the Transactions set forth in Sections 7.1 and 7.2 of the Merger Agreement (other than those conditions that, by their nature, are to be satisfied by actions taken at the Closing, provided that such conditions will be satisfied at the Closing), (ii) the substantially concurrent consummation of the Transactions in accordance with the terms of the Merger Agreement and (iii) in the case of Turbo Parent, the receipt, subject to the terms and conditions contained in the Equity Commitment Letter, of (a) up to $200,000,000 in exchange for convertible preferred equity securities of Turbo Parent, together with warrants to purchase common equity of Turbo Parent and (b) up to $635,000,000, in each case, pursuant to the Investor Commitment.

Other Financing

In connection with the Merger Agreement, Parent and Grant Thornton entered into the Opco Commitment Letter, pursuant to which the Opco Commitment Parties committed to provide (a)(i) a U.S. dollar-denominated incremental term facility in an aggregate principal amount equal to $750,000,000, (ii) a Euro-denominated

 

58

incremental term facility in an aggregate principal amount equal to the Euro equivalent of $500,000,000 and (iii) incremental revolving facility commitments in an aggregate principal amount equal to $200,000,000, in the case of each of clauses (a)(i)-(iii), as senior secured first lien facilities incurred under Grant Thornton’s existing credit agreement (clauses (a)(i)-(iii) collectively, the “Incremental Credit Facilities”), and (b) a U.S. dollar-denominated senior secured notes bridge facility in an aggregate principal amount equal to $1,750,000,000 (the “Notes Bridge Facility” and, together with the Incremental Credit Facilities, the “Opco Credit Facilities”).

The $1,750,000,000 committed under the Notes Bridge Facility is reduced, dollar-for-dollar, by the amount of gross proceeds of any Senior Secured Notes or other Securities issued by Grant Thornton on or prior to the Closing Date, used for same purposes as for the Notes Bridge Facility.

Subject to specified exceptions and qualifications, the debt commitments pursuant to the Opco Commitment Letter will be available to Parent and Grant Thornton until the earliest of (i) the valid termination of the Merger Agreement in accordance with its terms after the execution of the Merger Agreement and prior to the consummation of the funding set forth in the Opco Commitment Letter, (ii) the consummation of the Merger without the use of the Opco Credit Facilities and (iii) 11:59 p.m., New York City time, on the date that is five (5) business days after the Termination Date (as defined herein). The Opco Commitment Parties’ obligation to provide the debt financing under the Opco Commitment Letter is subject to various conditions precedent, including, without limitation, the following (subject to certain exceptions and qualifications as set forth in the Opco Commitment Letter):

 

•

the simultaneous consummation of the Merger in accordance with the Merger Agreement;

 

•

subject to certain limitations, the execution and delivery of (i) definitive documentation in respect of the debt financing under the Opco Commitment Letter in accordance with the Opco Commitment Letter and (ii) documents and instruments necessary to establish a perfected security interest in the collateral for the debt financing under the Opco Credit Facilities;

 

•

subject to certain limitations, the absence of a Material Adverse Effect having occurred since the date of the Merger Agreement;

 

•

payment of all applicable fees and expenses in connection with the debt financing under the Opco Commitment Letter;

 

•

delivery of certain audited and unaudited financial statements;

 

•

receipt by the Opco Commitment Parties of documentation and other information about Grant Thornton and certain loan parties in the debt financing required under applicable “know your customer” and anti-money laundering rules and regulations (including the PATRIOT Act);

 

•

the repayment of certain outstanding debt of the Company;

 

•

the accuracy in all material respects of certain representations and warranties in the Merger Agreement and specified representations and warranties in the debt financing documents;

 

•

the completion of certain equity contributions by affiliates of New Mountain and certain other investors in an amount of at least $200,000,000; and

 

•

as conditions to the availability of the Notes Bridge Facility, certain actions have been taken thereto, including the engagement of investment banks, who shall be provided a marketing period of the first twelve (12) consecutive business days following the receipt of a customary offering memorandum (containing all customary information, including certain financial statements).

Separately, Parent and TGI entered into the Holdco Commitment Letter, pursuant to which the Holdco Commitment Party committed to provide a senior secured term loan facility in an aggregate principal amount equal to $1,400,000,000 (the “Holdco Term Facility”). The Holdco Term Facility is subject to reduction, dollar-for-dollar, to the extent Parent or TGI arranges certain equity or equity-like financing raised by, or contributed to, TGI in lieu of all or a portion of the Holdco Term Facility.

 

59

Subject to specified exceptions and qualifications, the debt commitments pursuant to the Holdco Commitment Letter will be available to Parent and TGI until the earliest of (i) valid the termination of the Merger Agreement in accordance with its terms after the execution of the Merger Agreement and prior to the consummation of the funding set forth in the Holdco Commitment Letter, (ii) the consummation of the Merger without the use of the Holdco Term Facility and (iii) 11:59 p.m., New York City time, on the date that is five (5) business days after the Termination Date (as defined herein). The Holdco Commitment Party’s obligation to provide the debt financing under the Holdco Commitment Letter is subject to various conditions precedent, including, without limitation, the following (subject to certain exceptions and qualifications as set forth in the Holdco Commitment Letter):

 

•

the simultaneous consummation of the Merger in accordance with the Merger Agreement;

 

•

subject to certain limitations, the execution and delivery of (i) definitive documentation in respect of the debt financing under the Holdco Commitment Letter in accordance with the Holdco Commitment Letter and (ii) documents and instruments necessary to establish a perfected security interest in the collateral for the debt financing Holdco Term Facility;

 

•

the completion of certain equity contributions by affiliates of New Mountain and certain other investors in an amount equal to at least $200,000,000;

 

•

subject to certain limitations, the absence of a Material Adverse Effect having occurred since the date of the Merger Agreement;

 

•

payment of all applicable fees and expenses in connection with the debt financing under the Holdco Commitment Letter;

 

•

the accuracy in all material respects of certain representations and warranties in the Merger Agreement and specified representations and warranties in the debt financing documents;

 

•

receipt by the Holdco Commitment Party of documentation and other information about TGI and certain loan parties in the debt financing required under applicable “know your customer” and anti-money laundering rules and regulations (including the PATRIOT Act); and

 

•

the repayment of certain outstanding debt of the Company.

The proceeds of the facilities under the Commitment Letters may be used for purposes of refinancing the Company’s existing indebtedness, financing a portion of the cash portion of the Merger Consideration and making other payments payable pursuant to the Merger Agreement, and paying related fees and expenses in connection with the Transactions.

Limited Guarantee

On the terms and subject to the conditions set forth in the Limited Guarantee, Grant Thornton has guaranteed the due and punctual performance and discharge of (i) the payment obligations of Parent with respect to the Parent Termination Fee when and only if such amount becomes payable pursuant to the Merger Agreement and (ii) certain other amounts payable by Parent pursuant to certain provisions of the Merger Agreement ((i) together with (ii), the “Obligations”), in each case, up to an amount equal to $212,000,000 (the “Cap”).

Subject to specified exceptions, the Limited Guarantee will terminate upon the earliest to occur of (i) the consummation of the Closing, (ii) the termination of the Merger Agreement in accordance with its terms under circumstances in which Parent would not be obligated to pay the Parent Termination Fee or (iii) the date the Obligations (subject to the Cap) have been paid in full. The Limited Guarantee will also terminate automatically on the six (6) month anniversary of the date of termination of the Merger Agreement for any reason, except with respect to claims arising from lawsuits filed by the Company against Parent in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom (the “Designated Courts”) prior to the end of such six-month period

 

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alleging that the Company is owed any or all of the Obligations, in which case the Limited Guarantee will survive solely with respect to such amounts of such Obligations so alleged by the Company until a final, non-appealable resolution of such action or pursuant to an agreement between the Company and Grant Thornton and satisfaction by Grant Thornton of any obligations finally determined or agreed to be owed by Grant Thornton. The Limited Guarantee will also terminate, subject to specified exceptions, in the event the Company or its related parties (1) initiates any litigation or other proceeding in any venue or jurisdiction other than the Designated Courts, (2) asserts in any litigation or proceeding that the provisions limiting the maximum aggregate liability of Grant Thornton to the Cap, or that any other provisions of the Limited Guarantee are illegal, invalid or unenforceable in whole or in part, or that Grant Thornton is liable for amounts in excess of the Obligations or (3) asserts in any litigation or other proceeding any theory of liability against Grant Thornton or any affiliate of Grant Thornton with respect to the Transactions or the Limited Guarantee other than (w) liability under the Merger Agreement (as limited by the provisions thereof), (x) liability under certain confidentiality agreements entered into between the Company and Grant Thornton, (y) pursuant to the Company’s exercise of its right as a third party beneficiary of the Equity Commitment Letter and (z) liability of Grant Thornton under the Limited Guarantee (as limited by the provisions thereof, including the Cap).

Treatment of Existing Indebtedness

In connection with the Transactions, the parties intend to terminate and pay off the commitments under (a) that certain Amended and Restated Credit Agreement, dated as of November 1, 2024, by and among, inter alios, the Company, the guarantors party thereto from time to time, the financial institutions party thereto from time to time as lenders and Bank of America, N.A. as administrative agent (as amended, restated, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time prior to the Closing Date, the “Company Existing Credit Agreement”) and (b) that certain Loan Agreement, dated as of August 16, 2018, between CBIZ Benefits & Insurance Services Inc. and The Huntington National Bank, as lender (as amended, restated, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time prior to the Closing Date, the “Subsidiary Existing Credit Agreement”, and together with the Company Existing Credit Agreement, the “Existing Credit Agreements”).

CBIZ is required to obtain customary payoff letters (in form and substance reasonably acceptable to Parent) in connection with termination and payoff of the Existing Credit Agreements.

 

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THE MERGER AGREEMENT

The summary of the material provisions of the Merger Agreement set forth below and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference in this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully in its entirety.

The Merger Agreement is described in this proxy statement and included as Annex A only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding the Company, Parent or Merger Sub or their respective businesses. Such information can be found elsewhere in this proxy statement or, in the case of the Company, in the public filings that the Company makes with the SEC, which are available without charge through the SEC’s website at www.sec.gov. See the section entitled “Where You Can Find More Information,” beginning on page [●].

The representations, warranties and covenants made in the Merger Agreement by the Company, Parent and Merger Sub are qualified and subject to important limitations agreed to by the Company, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right not to close the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC and in some cases were qualified by disclosures that were made by the Company and Parent, which disclosures are not reflected in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement.

The Merger

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into CBIZ and the separate corporate existence of Merger Sub will thereupon cease. CBIZ will be the Surviving Corporation and a wholly owned subsidiary of Parent, and the separate corporate existence of CBIZ with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger, except as set forth in the section entitled “The Merger Agreement- Organizational Documents; Directors and Officers,” beginning on page [●]. The Merger will have the effects specified in the DGCL.

Effective Time of the Merger

Unless the Merger Agreement has been terminated in accordance with its terms, the Closing will take place at 8:00 a.m., Eastern Time, on the third (3rd) business day following the day on which the last to be satisfied or waived of each of the conditions set forth in the Merger Agreement is satisfied or waived (other than those conditions that, by their terms, are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions). Notwithstanding the satisfaction or waiver of the conditions set forth in the Merger Agreement, unless otherwise agreed in writing by the parties to the Merger Agreement, Parent and Merger Sub will not be required to effect the Closing until the earlier of (i) a business day during the Marketing Period specified by Parent on no less than two (2) business days’ prior written notice to the Company (unless a shorter period is agreed to by the Company) and (ii) the date that is three (3) business days following the final day of the

 

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Marketing Period (subject in each case to the satisfaction of the conditions set forth in the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions)). The date on which the Closing occurs is referred to as the “Closing Date.” For a description of the Marketing Period, see the section entitled “The Merger Agreement-Marketing Period,” beginning on page [●].

Concurrently with the Closing, the Company and Parent will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in the DGCL. The Effective Time of the Merger will be on the date and time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or such later date or time as otherwise agreed to by the Company and Parent in writing and set forth in the Certificate of Merger in accordance with the DGCL.

Marketing Period

The “Marketing Period,” a period allotted to Parent for purposes of marketing the debt financing, is the first period of seventeen (17) consecutive business days commencing on the first date on or after the later of October 7, 2026 or the date that is seventeen (17) consecutive business days prior to the initial date on which the Company Stockholders Meeting has been scheduled, on which Parent has received the Required Information (as described in the section entitled “The Merger Agreement-Financing Cooperation,” beginning on page [●]) and such Required Information remains compliant with the requirements set forth in the Merger Agreement throughout such period (it being understood that if the Required Information is not compliant at any time during such seventeen (17) consecutive business day period, such period will terminate and will restart when such Required Information is compliant); provided that (i) neither November 25, 2026 nor November 27, 2026 will be deemed a business day for purposes of calculating the requisite number of days in the Marketing Period and (ii) if such seventeen (17) consecutive business day period has not been completed on or prior to December 18, 2026, then such period will be deemed not to have commenced prior to January 4, 2027. If the Company in good faith reasonably believes that it has provided Required Information that is compliant and that the Marketing Period has commenced, it may deliver to Parent a written notice to that effect (stating when it believes it completed such delivery), in which case the Marketing Period will be deemed to have commenced on the date specified in such notice unless Parent, in good faith, reasonably believes that the Company has not delivered the Required Information or that such Required Information is not compliant and, not later than 5:00 p.m. (New York City time) two (2) business days after the delivery of such notice by the Company, delivers a written notice to the Company to that effect (setting forth with specificity why Parent believes the Marketing Period has not commenced); provided that the Marketing Period will have commenced at any time as of which Parent has actually received the Required Information that is compliant, regardless of whether or when any such notice is delivered. The Marketing Period will be deemed completed on any date on which the debt financing is consummated (including into escrow) and Parent has obtained all of the proceeds contemplated thereby or such proceeds have been deposited into escrow. Notwithstanding the foregoing, the Marketing Period will be deemed not to have commenced if, prior to the completion of such seventeen (17) consecutive business day period, (a) any financial statements included in the Required Information cease to be compliant for any reason , in which case the Marketing Period will be deemed not to commence unless and until Parent has received the applicable updated Required Information, (b) the Company’s independent auditors have withdrawn their audit opinion on the Company’s consolidated financial statements included in the Required Information, in which case the Marketing Period will be deemed not to commence unless and until such independent auditors or another nationally recognized independent accounting firm reasonably acceptable to Parent have issued an unqualified audit opinion with respect to such financial statements or (c) the Company or its independent auditors have determined or publicly announced that a restatement of any financial statements of the Company included in the Required Information is required, in which case the Marketing Period will be deemed not to commence unless and until such restatement has been completed and the Required Information has been amended and delivered to Parent or a determination or public announcement is made that no such restatement is required. There will be

 

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only one full Marketing Period, and if a Marketing Period is completed prior to the Closing Date, no subsequent Marketing Period will be required to run.

Organizational Documents; Directors and Officers

At the Effective Time, the certificate of incorporation of the Surviving Corporation will be amended to read as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time until thereafter amended, except (i) that references to the name of Merger Sub will be replaced by the name of the Surviving Corporation and (ii) for such changes as agreed by the parties and are necessary to comply with the director and officer indemnification and insurance obligations described in “The Merger Agreement-Director and Officer Indemnification and Insurance,” beginning on page [●].

Additionally, at the Effective Time, the bylaws of Merger Sub in effect immediately prior to the Effective Time will become the bylaws of the Surviving Corporation until thereafter amended, except (i) that references to the name of Merger Sub will be replaced by the name of the Surviving Corporation and (ii) for such changes as are agreed by the parties and necessary to comply with the director and officer indemnification and insurance obligations described in “The Merger Agreement- Director and Officer Indemnification and Insurance,” beginning on page [●].

The Merger Agreement provides that, at the Effective Time, (x) the directors of Merger Sub immediately prior to the Effective Time will become the initial directors of the Surviving Corporation from and after the Effective Time and (y) the officers of Merger Sub immediately prior to the Effective Time will become the initial officers of the Surviving Corporation from and after the Effective Time.

Merger Consideration Received by CBIZ Stockholders

At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than in respect of Excluded Shares and Dissenting Shares, and including, for the avoidance of doubt, Shares (other than Performance Shares (as defined in the Marcum Agreement) (the “Marcum Performance Shares”)) issued immediately prior to the Effective Time in accordance with the terms of the Marcum Agreement (as defined in the Merger Agreement)) will be converted into the right to receive the Merger Consideration.

Excluded Shares

At the Effective Time, each Excluded Share (other than any Excluded Share owned by any direct or indirect wholly owned subsidiary of the Company) will be cancelled without payment of any consideration thereof. Any Excluded Share owned by any direct or indirect wholly owned subsidiary of the Company will remain outstanding following the Merger.

Dissenting Shares

All Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and held by Dissenting Stockholders will be cancelled without payment of any consideration thereof. Instead, at the Effective Time, the Dissenting Shares held by such Company stockholders or owned by such beneficial owners will thereafter represent only the right to receive the fair value of such Shares (together with interest, if any) in accordance with Section 262 of the DGCL. Any Shares held by such Company stockholders or owned by such beneficial owners who fail to properly perfect or who have effectively withdrawn or lost the right to dissent under Section 262 of the DGCL or who a court of competent jurisdiction has finally determined is not entitled to relief provided by Section 262 of the DGCL with respect to any Shares, will no longer be considered Shares of such Dissenting Stockholder and will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, net of any applicable withholding taxes and without interest upon the surrender of the certificates or uncertificated shares that formerly evidences such Shares.

 

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The Company is required to provide Parent with written notice and copies as promptly as practicable following receipt of any written demands for appraisal, withdrawals or attempted withdrawals of such demands and any other instruments served pursuant to applicable law and received by the Company relating to stockholders’ right of appraisal. Absent the prior written consent of Parent, the Company is prohibited from voluntarily making any payment with respect to any demands for appraisal, from settling or offering to settle any such demands or from approving any withdrawal of any such demands, or agree to do any of the foregoing. Parent will have the right to participate in and direct and control all negotiations and proceedings with respect to any such demands. Any amounts required to be paid to Dissenting Stockholders will be paid by the Surviving Corporation.

Merger Sub Common Stock

At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

Treatment of Outstanding Equity Awards

The Merger Agreement provides that each outstanding equity award will be treated as follows:

Treatment of Company Options

Immediately prior to the Effective Time (but contingent upon the occurrence of the Effective Time), each Company Option will be cancelled and converted automatically into the right to receive an aggregate amount in cash equal to the product of (i) the excess (if any) of the Merger Consideration over the applicable exercise price per Share underlying such Company Option and (ii) the total number of Shares subject to such Company Option. The aggregate amounts payable to holders of Company Options will be paid by the Surviving Corporation through its payroll as soon as practicable after, and in any event within five (5) business days following, the Effective Time, without any interest thereon and less required tax withholding. As of the date of the Merger Agreement, there were no unvested Company Options.

Treatment of Company RSUs and Marcum Performance Shares

Immediately prior to the Effective Time (but contingent upon the occurrence of the Effective Time), each Company RSU that is vested as of immediately prior to the Effective Time (for the avoidance of doubt, which do not become vested as a result of the Merger and the other Transactions) and each Marcum Performance Share, in each case, will be cancelled and converted automatically into the right to receive the Merger Consideration. The amounts payable to holders of Company RSUs and/or Marcum Performance Shares, respectively, will be paid by the Surviving Corporation through its payroll as soon as practicable after, and in any event within five (5) business days following, the Effective Time (or such later time as required to avoid imposition of additional taxes under Section 409A of the Code), without any interest thereon and less required tax withholding.

Immediately prior to the Effective Time (but contingent upon the occurrence of the Effective Time), each Company RSU that is unvested as of immediately prior to the Effective Time will be cancelled and converted automatically into the right to receive (such right, a “Replacement RSU Award”) an amount in cash equal to the Merger Consideration (the “Replacement RSU Consideration”), which Replacement RSU Award will vest and become payable, subject to compliance with Section 409A of the Code and the holder’s continued employment with Parent or its affiliates, including the Surviving Corporation (subject to the termination protections described below), on the same vesting schedule as the corresponding Company RSU would have vested pursuant to its terms. Parent will pay (or will cause the Surviving Corporation to pay) an amount in cash equal to the Replacement RSU Consideration in respect of each Replacement RSU Award that becomes vested on the Surviving Corporation’s next regularly scheduled payroll date following the applicable vesting date and in any

 

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event within ten (10) business days after the applicable vesting date (without any interest thereon and less required tax withholding). Each Replacement RSU Award will be evidenced by a written letter from Parent setting forth the terms and conditions of the Replacement RSU Award, the form and substance of which will be subject to prior review and comment by the Company, which reasonable comments Parent will incorporate. The replacement award letter will include (x) full acceleration of vesting and payment (to the extent not prohibited by Section 409A of the Code) in the case of (i) a termination of the holder’s employment by Parent or its affiliates without “cause,” (ii) the holder’s death, (iii) a termination of the holder’s employment due to “disability,” (iv) the holder’s termination of employment due to “normal retirement” and (v) the holder’s resignation for “good reason” (each such term as defined in the disclosure letter delivered by the Company in connection with the Merger Agreement (the “Company Disclosure Letter”)), in each case, regardless of the timing of such termination of employment, and (y) such other terms and conditions required for such Replacement RSU Award under the Company Stock Plan and applicable grant agreement, which terms and conditions will be no less favorable than the terms and conditions applicable to the corresponding Company RSU. Notwithstanding the foregoing, payment will be delayed, as required to avoid imposition of additional taxes under Section 409A of the Code.

Treatment of Company PSUs

Immediately prior to the Effective Time (but contingent upon the occurrence of the Effective Time), each Company PSU that is vested as of immediately prior to the Effective Time (for the avoidance of doubt, which do not become vested as a result of the Merger and the other Transactions) will be cancelled and converted automatically into the right to receive an amount in cash equal to the product of (i) the Merger Consideration and (ii) the number of Shares issuable in settlement of such vested Company PSU. The amounts payable to holders of Company PSUs will be paid by the Surviving Corporation through its payroll as soon as practicable after, and in any event within five (5) business days following, the Effective Time (or such later time as required to avoid imposition of additional taxes under Section 409A of the Code), without any interest thereon and less required tax withholding.

Immediately prior to the Effective Time (but contingent upon the occurrence of the Effective Time), each award of Company PSUs that is unvested as of immediately prior to the Effective Time will be cancelled and converted automatically into the right to receive (such right, a “Replacement PSU Award”) an amount in cash equal to the product of (i) the Merger Consideration and (ii) the number of Shares issuable in settlement of such award of Company PSUs, determined based on achievement of target performance (the “Replacement PSU Consideration”), which Replacement PSU Award will vest and become payable, subject to compliance with Section 409A of the Code and the holder’s continued employment with Parent or its affiliates, including the Surviving Corporation (subject to the termination protections described below), on the last day of the performance period applicable to the corresponding Company PSU. Parent will pay (or will cause the Surviving Corporation to pay) an amount in cash equal to the Replacement PSU Consideration in respect of each Replacement PSU Award that becomes vested on the Surviving Corporation’s next regularly scheduled payroll date following the applicable vesting date and in any event within ten (10) business days after the applicable vesting date (without any interest thereon and less required tax withholding). Each Replacement PSU Award will be evidenced by a letter from Parent setting forth the terms and conditions of the Replacement PSU Award, the form and substance of which will be subject to prior review and comment by the Company, which reasonable comments Parent will incorporate. The replacement award letter will include (x) full acceleration of vesting and payment (to the extent not prohibited by Section 409A of the Code) in case of (i) Parent or its affiliates’ termination of holder’s employment without cause, (ii) death of holder, (iii) termination of holder’s employment due to disability, (iv) holder’s termination of employment due to normal retirement and (v) holder’s resignation for good reason, in each case, regardless of the timing of such termination of employment, and (y) such other terms and conditions required for such Replacement PSU Award under the Company Stock Plan and applicable grant agreement, which terms and conditions will be no less favorable than the terms and conditions applicable to the corresponding Company PSU. Notwithstanding the foregoing, payment will be delayed, as required to avoid imposition of additional taxes under Section 409A of the Code.

 

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Treatment of Company Units

Immediately prior to the Effective Time (but contingent upon the occurrence of the Effective Time), each Company Unit that is vested as of immediately prior to the Effective Time (for the avoidance of doubt, which do not become vested as a result of the Merger and the other Transactions) will be cancelled and converted automatically into the right to receive the Merger Consideration. The amounts payable to holders of Company Units will be paid by the Surviving Corporation through its payroll as soon as practicable after, and in any event within five (5) business days following, the Effective Time (or such later time as required to avoid imposition of additional taxes under Section 409A of the Code), without any interest thereon and less required tax withholding.

Immediately prior to the Effective Time (but contingent upon the occurrence of the Effective Time), each Company Unit that is unvested as of immediately prior to the Effective Time will be assumed by Parent (the “Assumed Units”) and will continue to vest, subject to the holder’s continued employment with Parent or its affiliates, including the Surviving Corporation (subject to the termination protections described below), in accordance with the terms of the EACB and the award agreement governing such Company Unit. Subject to compliance with Section 409A of the Code, Parent will pay (or will cause the Surviving Corporation to pay) an amount in cash equal to the Merger Consideration in respect of each Company Unit that becomes vested on the Surviving Corporation’s next regularly scheduled payroll date following the applicable vesting date and in any event within ten (10) business days after the applicable vesting date (without any interest thereon and less required tax withholding). Each Assumed Unit will be evidenced by a written letter from Parent setting forth the terms and conditions of the Assumed Units, the form and substance of which will be subject to prior review and comment by the Company, which reasonable comments Parent will incorporate. The replacement award letter will include (x) full acceleration of vesting and payment (to the extent not prohibited by Section 409A of the Code) in case of (i) Parent or its affiliates’ termination of holder’s employment without cause, (ii) death of holder, (iii) termination of holder’s employment due to disability, (iv) holder’s termination of employment due to normal retirement and (v) holder’s resignation for good reason, in each case, regardless of the timing of such termination of employment, and (y) such other terms and conditions required for such Assumed Unit under the EACB and applicable grant agreement, which terms and conditions will be no less favorable than the terms and conditions applicable to the corresponding Company Unit. Notwithstanding the foregoing, payment will be delayed, as required to avoid imposition of additional taxes under Section 409A of the Code.

Treatment of Company Restricted Stock

Immediately prior to the Effective Time (but contingent upon the occurrence of the Effective Time), each Share of Company Restricted Stock that is (i) vested as of immediately prior to the Effective Time or (ii) held by any non-employee director of the Company will, in each case, be cancelled and converted automatically into the right to receive the Merger Consideration, payable in accordance with the provisions of the Merger Agreement applicable to payment of the Merger Consideration.

Immediately prior to the Effective Time (but contingent upon the occurrence of the Effective Time), each Share of Company Restricted Stock that is unvested as of immediately prior to the Effective Time and held by a holder who is not a non-employee director will be cancelled and converted automatically into the right to receive (such right, a “Replacement Restricted Stock Award”) an amount in cash equal to the Merger Consideration (the “Replacement RS Consideration”), which Replacement Restricted Stock Award will vest and become payable, subject to the holder’s continued employment with Parent or its affiliates, including the Surviving Corporation (subject to the termination protections described below), on the same vesting schedule as applied to the corresponding Share of Company Restricted Stock. Parent will pay (or will cause the Surviving Corporation to pay) an amount in cash equal to the Replacement RS Consideration in respect of each Replacement Restricted Stock Award that becomes vested on the Surviving Corporation’s next regularly scheduled payroll date following the applicable vesting date and in any event within ten (10) business days after the applicable vesting date (without any interest thereon and less required tax withholding). Each Replacement Restricted Stock Award will be evidenced by a written letter from Parent setting forth the terms and conditions of the Replacement Restricted

 

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Stock Award, the form and substance of which will be subject to prior review and comment by the Company, which reasonable comments Parent will incorporate. The replacement award letter will include (x) full acceleration of vesting and payment in case of (i) Parent or its affiliates’ termination of holder’s employment without cause, (ii) death of holder, (iii) termination of holder’s employment due to disability, (iv) holder’s termination of employment due to normal retirement and (v) holder’s resignation for good reason, in each case, regardless of the timing of such termination of employment, and (y) such other terms and conditions required for such Replacement Restricted Stock Award under the Company Stock Plan and applicable grant agreement, which terms and conditions will be no less favorable than the terms and conditions applicable to the corresponding Share of Company Restricted Stock.

Treatment of the Company ESPP

The Company agreed to take all actions necessary or required under the Company ESPP and applicable law to provide that (i) the Company ESPP will remain suspended and no new offering or purchase period will commence under the Company ESPP on or following the date of the Merger Agreement, (ii) no additional purchases will be made under the Company ESPP and (iii) the Company ESPP will terminate as of the day immediately prior to the Effective Time, contingent on the occurrence of the Effective Time. Any accumulated contributions will be returned to participants as promptly as practicable and without interest.

Conversion of Shares; Exchange of Certificates

Exchange Procedures

At or prior to the Effective Time, Parent will deposit, or cause to be deposited, the Exchange Fund with the Paying Agent, for payment to the holders of Shares (other than Excluded Shares and Shares owned by the Dissenting Stockholders). No later than five (5) business days prior to the Closing Date, Parent is required to enter into an agreement with the Paying Agent, in form and substance reasonably satisfactory to the Company, to effect the applicable terms of the Merger Agreement.

Promptly after the Effective Time (and in any event within five (5) business days after the Effective Time), Parent will cause the Paying Agent to mail to each holder of record of certificates representing any of the Shares outstanding immediately prior to the Effective Time (other than in respect of Excluded Shares and Dissenting Shares): (i) a letter of transmittal in customary form advising such holder of the effectiveness of the Merger and the conversion of its Shares into the right to receive the Merger Consideration, and specifying that delivery will be effected, and risk of loss and title to the certificates will pass, only upon delivery of the certificates (or affidavits of loss in lieu of the certificates) and such other documents as may be reasonably required by the Paying Agent (including a validly issued IRS Form W-9 or applicable IRS Form W-8) and (ii) instructions for use in effecting the surrender of the certificates (or affidavits of loss in lieu of the certificates). Upon the surrender of a certificate (or delivery of an affidavit of loss in lieu of the certificate) and such other documents to the Paying Agent in accordance with the terms of such transmittal materials, the holder of such certificate will be entitled to receive in exchange for such certificate an amount in immediately available funds (or, if no wire transfer instructions are provided, a check, and in each case, after giving effect to any required tax withholding) equal to the cash amount that such holder is entitled to receive as the Merger Consideration, and the certificate so surrendered will be cancelled. No interest will be paid or accrued on any amount payable to holders of certificates. In the event of a transfer of ownership of Shares represented by a certificate that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the certificate may be issued and/or paid to such a transferee if the certificate representing such Shares is presented to the Paying Agent, properly endorsed for transfer or otherwise in proper form for transfer, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other similar taxes have been paid or are not applicable.

You should not send in your certificate(s) with your proxy card. A letter of transmittal with instructions for the surrender of certificates will be mailed to Company stockholders if the Merger is completed.

 

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Lost, Stolen and Destroyed Certificates

In the event that any certificate is lost, stolen or destroyed, upon the making of an affidavit (in form and substance satisfactory to Parent and the Surviving Corporation) of that fact by the person claiming such certificate to be lost, stolen or destroyed to the Paying Agent or the Surviving Corporation and, if required by Parent or the Surviving Corporation, the posting by such person of a bond, in such reasonable amount as Parent or the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the cash that would have been issuable or payable (after giving effect to any required tax withholdings) had such lost, stolen or destroyed certificate been surrendered.

Uncertificated Shares

Promptly after the Effective Time (and in any event within five (5) business days after the Effective Time), Parent will cause the Paying Agent to (i) mail to each registered holder of uncertificated Shares (other than in respect of Excluded Shares and Dissenting Shares) materials advising such holder of the effectiveness of the Merger and the conversion of its Shares into the right to receive the Merger Consideration and (ii) deliver the cash amount that such holder is entitled to receive in respect of its Shares (after giving effect to any required tax withholdings), without interest thereon.

Representations and Warranties

The Company, on the one hand, and Parent and Merger Sub, on the other hand, have each made representations and warranties to each other in the Merger Agreement.

The representations and warranties referenced below and included in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, and may be subject to limitations agreed upon by the parties, including being qualified by disclosures filed with or furnished to the SEC and confidential disclosures made by the parties to each other, including in the Company Disclosure Letter. The representations and warranties contained in the Merger Agreement should not be relied upon as characterizations of the actual state of facts or condition of the Company, Parent, Merger Sub, or any of their respective subsidiaries, affiliates or businesses. The representations and warranties of each of the parties to the Merger Agreement will expire at the Effective Time.

Representations and Warranties of the Company

The Company has made customary representations and warranties to Parent and Merger Sub in the Merger Agreement regarding aspects of the Company’s business and various other matters pertinent to the Merger. The topics covered by its representations and warranties include the following:

 

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the due organization, valid existence, good standing and authority and qualification to conduct business of the Company and its subsidiaries;

 

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the capital structure of, and the absence of restrictions with respect to the equity interests of, the Company and its subsidiaries;

 

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the Company’s authority to enter into, and, subject to the Company stockholders’ adoption of the Merger Agreement, consummate the Transactions;

 

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the recommendation and approval of the Merger Agreement by the Board;

 

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the governmental and regulatory approvals required to complete the Merger, and the absence of conflicts with, or violations of, laws, organizational documents or contracts to which the Company or any of its subsidiaries is a party, in each case as a result of the Company’s execution or delivery of the Merger Agreement or the performance by the Company of its covenants under the Merger Agreement, or the consummation by the Company of the Transactions;

 

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the Company’s SEC filings since January 1, 2023 and the financial statements contained in those filings;

 

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the absence of certain changes or events since January 1, 2025 and the conduct of business of the Company and its subsidiaries in the ordinary course of such businesses in all material respects consistent with past practice since January 1, 2025;

 

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the absence of pending or to the Company’s knowledge threatened litigation or outstanding judgments;

 

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the absence of any undisclosed liabilities;

 

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employee benefits matters;

 

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labor matters;

 

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compliance with laws and possession of licenses;

 

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certain material contracts;

 

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takeover laws;

 

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environmental matters;

 

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tax matters;

 

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intellectual property matters;

 

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data privacy and artificial intelligence (“AI”) matters;

 

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insurance policies and coverage;

 

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real property matters;

 

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the absence of affiliate transactions since January 1, 2023;

 

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the absence of broker’s and finder’s fees in connection with the Transactions other than fees payable to Goldman Sachs;

 

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the opinion from the Company’s financial advisor;

 

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broker-dealer matters;

 

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investment adviser matters;

 

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compliance with insurance regulatory requirements;

 

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fiduciary assets and fiduciary liabilities matters;

 

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CPA firm matters; and

 

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the Company’s top clients, vendors and carriers.

Material Adverse Effect

Some of the Company’s representations and warranties are qualified by the concept of a “material adverse effect.” Under the terms of the Merger Agreement, a “Company Material Adverse Effect” means any change, event, development, circumstance or effect that, individually or taken together with any other change, event, development, circumstance or effect, (a) has or would reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise), operations or results of operations of the Company and its subsidiaries, taken as a whole, or (b) would prevent, materially delay or materially impair the ability of the Company and its subsidiaries to consummate the Merger; provided, that, for purposes of clause (a), there will not be taken into account in determining whether there has been a Company Material Adverse Effect any adverse change, event, development, circumstance or effect to the extent arising from or attributable or relating to:

 

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changes in, or events generally affecting, the U.S. or global financial, securities or capital markets;

 

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changes in general economic or political conditions in the United States or any foreign jurisdiction in which the Company or any of its subsidiaries operate, including any changes in currency exchange rates, interest rates, monetary policy, inflation or commodity prices;

 

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changes in, or events generally affecting, the industries in which the Company or any of its subsidiaries operate;

 

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any natural or man-made disaster or acts of God, including earthquakes, floods, hurricanes, tornados, fires, volcanic eruptions, epidemics, pandemics or disease outbreak (including any escalation or worsening thereof and any related quarantine, “shelter-in-place,” “stay-at-home,” social distancing, shutdown, closure or other restrictions or measures, or the recommendation, withdrawal or modification thereof, by any governmental entity) following the date of the Merger Agreement or any acts of terrorism, sabotage, riots, demonstrations, public disorders, military action or war or any escalation or worsening thereof;

 

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any failure by the Company or any of its subsidiaries to meet any internal or published budgets, projections, estimates, forecasts or predictions in respect of financial or operating performance for any period;

 

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a decline in the price of the Shares, or a change in the trading volume of the Shares, on NYSE, provided that the exceptions in this bullet and the one above will not prevent or otherwise affect a determination that any change, effect, circumstance or development underlying such failure or decline or change (if not otherwise falling within any of the exclusions in the other bullets of this section) has resulted in, or contributed to, a Company Material Adverse Effect;

 

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changes in law after the date of the Merger Agreement;

 

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changes in U.S. generally accepted accounting principles (“GAAP”) (or authoritative interpretation thereof) after the date of the Merger Agreement;

 

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the taking of any specific action expressly required by the Merger Agreement;

 

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the public announcement or pendency of the Merger Agreement and the Merger, including the impact thereof on the relationships with customers, suppliers, distributors, partners, other third parties with whom the Company has a relationship or employees (including, but not limited to, any cancellation of or delays in customer orders, any reduction in sales, any disruption in or loss of customer, supplier, distributor, partner or similar relationships, or any loss of employees).

 

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any state-sponsored cybersecurity attacks or cyberterrorism;

 

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any state-sponsored computer hacking, data breaches, ransomware, cybercrime or cyberterrorism effecting or impacting, or outage of or termination by, a web-hosting platform or data center provider providing services to the Company or any of its subsidiaries or their respective businesses;

 

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any litigation brought by stockholders of the Company alleging breach of fiduciary duty or inadequate disclosure in connection with the Merger Agreement or any of the Transactions or any demand or proceeding for appraisal or the fair value of Shares in connection with the Transactions; or

 

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the availability or cost of equity, debt or other financing to Parent, Merger Sub or the Surviving Corporation, in each case, to the extent not related to the Company’s breach of any terms of the Merger Agreement.

However, notwithstanding the foregoing, the changes, effects, circumstances or developments set forth in bullets one, two, three, four, seven, eight, eleven and twelve will be taken into account in determining whether a “Company Material Adverse Effect” has occurred to the extent such changes, effects, circumstances or developments have a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, relative to other participants in the industries in which the Company and its subsidiaries operate, but, in such event, only the incremental disproportionate impact of such changes, effects, circumstances or developments will be taken into account in determining whether a “Company Material Adverse Effect” has occurred.

 

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Representations and Warranties of Parent and Merger Sub

Parent and Merger Sub made customary representations and warranties to the Company in the Merger Agreement, including representations and warranties relating to the following:

 

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the due organization, valid existence, good standing and authority and qualification to conduct business of Parent and Merger Sub;

 

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Parent’s ownership of Merger Sub’s capital stock and the absence of Merger Sub’s operating activities, assets and liabilities other than those incident to its formation and pursuant to the Merger Agreement and the Transactions, including the Merger;

 

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each of Parent’s and Merger Sub’s authority to enter into, and consummate the Transactions;

 

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the governmental and regulatory approvals required to complete the Merger, and the absence of conflicts with, or violations of, laws, organizational documents or contracts to which Parent or Merger Sub is a party, in each case as a result of Parent’s and Merger Sub’s execution or delivery of the Merger Agreement or the performance by Parent and Merger Sub of their respective covenants under the Merger Agreement, or the consummation by Parent and Merger Sub of the Transactions;

 

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the absence of pending or to Parent’s knowledge threatened litigation or outstanding judgments;

 

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the absence of broker’s and finder’s fees in connection with the Transactions;

 

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matters with respect to Parent’s financing, including the Debt Commitment Letters, the Equity Commitment Letter and the sufficiency of funds and other financial resources to consummate the Transactions;

 

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the Limited Guarantee delivered by Parent to the Company, and Grant Thornton’s guarantee of access to sufficient funds to satisfy the guaranteed obligations under the Limited Guarantee; and

 

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the solvency of the Surviving Corporation and its subsidiaries, on a consolidated basis, immediately after giving effect to the Transactions.

Covenants Regarding Conduct of Business by the Company Prior to Merger

Under the Merger Agreement, the Company agreed as to itself and its subsidiaries that, from and after the execution of the Merger Agreement and prior to the earlier of (a) the Effective Time or (b) the termination of the Merger Agreement, except (i) as required by applicable law, (ii) as Parent otherwise approves in writing (such approval not to be unreasonably withheld, conditioned or delayed), (iii) as expressly set forth in the Company Disclosure Letter, or (iv) as expressly provided for in the Merger Agreement, the Company will and will cause its subsidiaries to use commercially reasonable efforts to (1) conduct its business and the business of its subsidiaries in the ordinary course of business consistent with past practice in all respects and (2) preserve intact their business organizations, goodwill and assets and preserve their present material relationships with governmental entities and other material third parties, including customers, reinsurers, suppliers and other persons with whom the Company and its subsidiaries have business relationships, and, in addition, the Company will not and will not permit any of its subsidiaries to:

 

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(i) amend its certificate of incorporation or bylaws (or comparable governing documents), other than amendments to the governing documents of any wholly owned subsidiary of the Company that are not material, (ii) split, combine, subdivide, adjust or reclassify any shares of capital stock or other voting or equity interests (except for any such transaction by a wholly owned subsidiary of the Company which remains a wholly owned subsidiary after consummation of such transaction), (iii) declare, set aside, establish a record date for or pay any dividend or distribution payable in cash, stock or property (or any combination thereof) in respect of any shares of its capital stock or other voting or equity interests (except for any dividends or distributions paid by a direct or indirect wholly owned subsidiary of the Company to another direct or indirect wholly owned subsidiary of the Company or to the Company),

 

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(iv) purchase, repurchase, redeem or otherwise acquire directly or indirectly any shares of its capital stock or any securities convertible or exchangeable into or exercisable for any shares of its capital stock (other than (1) pursuant to the exercise of Company Options outstanding on the date of the Merger Agreement or the forfeiture of, or withholding of taxes with respect to, Company Options, Company Restricted Stock, Company PSUs or Company RSUs or (2) purchases, repurchases, redemptions or other acquisitions of securities of any wholly owned subsidiary of the Company by the Company or any other wholly owned subsidiary of the Company), (v) pledge or encumber any shares of its capital stock or other voting or equity interests or (vi) alter or modify the terms of any shares of its capital stock or other voting or equity interests;

 

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merge, amalgamate or consolidate with any other person, or restructure, reorganize or completely or partially liquidate;

 

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other than as required by the terms of any Company benefit plan in effect as of the date of the Merger Agreement, (i) increase the compensation or benefits payable to any employee, director, independent contractor or other individual service provider of the Company or any of its subsidiaries, other than increases to any such individuals who are not directors or employees with the title of Vice President or above of the Company or its subsidiaries in the ordinary course of business consistent with past practice, (ii) grant any bonus, including, without limitation, any award under the EACB, to any employee, director, independent contractor or other individual service provider of the Company or any of its subsidiaries, (iii) except as otherwise permitted by the Merger Agreement, establish, adopt, amend, waive any material right under, waive compliance with any restrictive covenant under, or terminate any Company benefit plan (or any plan, program, policy, practice, agreement or arrangement that would be a Company benefit plan if in effect on the date of the Merger Agreement), (iv) take any action to accelerate the vesting, payment or funding of any compensation or benefits for any individual service provider of the Company or its subsidiaries or in respect of any Company benefit plan, (v) hire, engage, promote or terminate the employment or engagement of (other than for cause) any employee, independent contractor or other individual service provider of the Company or any of its subsidiaries with annual base compensation in excess of (or that would be in excess of) $600,000 or (vi) fund or secure the payment of compensation or benefits under any Company benefit plan or related trust or other funding vehicle;

 

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recognize any labor union, works council or other collective employee representative as the representative of any employees of the Company or any of its subsidiaries, or enter into any collective bargaining agreement;

 

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incur or assume any indebtedness, except (i) indebtedness under the Company’s Existing Credit Agreements or commercially reasonable replacement facilities and/or extensions of maturity in respect thereof, (ii) in order to refinance any existing indebtedness (including under the Existing Credit Agreements) as reasonably determined by the Company, (iii) in replacement of existing indebtedness which has matured or is scheduled to mature, in each case, after the date of the Merger Agreement, on then prevailing market terms or on terms substantially consistent with or more beneficial to the Company and its subsidiaries, taken as a whole, than the indebtedness being replaced, (iv) inter-company indebtedness among the Company and its wholly owned subsidiaries, (v) (A) to the extent not drawn upon and payments are not triggered thereby, letters of credit, bank guarantees, security or performance bonds or similar credit support instruments and (B) overdraft facilities or cash management programs, in each case issued, made or entered into in the ordinary course of business or (vi) hedging in compliance with the hedging strategy of the Company as of the date of the Merger Agreement in the ordinary course of business and not for speculative purposes;

 

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incur, authorize, make or commit to any capital expenditures other than in the ordinary course of business consistent with past practice and which do not exceed, in the aggregate, (i) for fiscal year 2026, the monetary amount set forth in the Company Disclosure Letter or (ii) for fiscal year 2027, 120% of the amount set forth in the foregoing clause (i), in each case, pro-rated based on the number of days actually elapsed in such fiscal year;

 

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transfer, lease, license, sell, assign, mortgage, pledge, place a lien (other than a permitted lien) upon, abandon, allow to lapse, or otherwise dispose of (i) any properties or assets (other than intellectual property) with a fair market value in excess of $10,000,000 individually or $30,000,000 in the aggregate (other than transactions among the Company and its wholly owned subsidiaries) and (ii) any material intellectual property owned or purported to be owned by the Company or any of its subsidiaries other than (A) the expiration of registered intellectual property at the end of its statutory term after all available renewals or extensions, or (B) non-exclusive licenses granted in the ordinary course of business consistent with past practice;

 

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issue, deliver, sell, grant, transfer, or encumber, or authorize the issuance, delivery, sale, grant, transfer or encumbrance of, any shares of its capital stock or any securities convertible or exchangeable into or exercisable for, or any options, warrants or other rights to acquire, any Shares (including, for the avoidance of doubt, any Company Options, Company PSUs and Company RSUs, as contemplated under the Company Stock Plan), except (i) for any Shares issued pursuant to Company Options, Company PSUs and Company RSUs that are outstanding on the date of the Merger Agreement in accordance with the existing terms of such awards and the Company Stock Plan, (ii) for any Shares issued pursuant to the Marcum Agreement and (iii) by wholly owned subsidiaries to the Company or to any other wholly owned subsidiary of the Company;

 

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acquire any business or person or division thereof or acquire assets or other property, whether by merger, amalgamation, consolidation, purchase of property or assets or otherwise (valuing any non-cash consideration at its fair market value as of the date of the agreement for such acquisition), except for acquisitions of assets in the ordinary course of business having a fair market value of less than $25,000,000 individually or $50,000,000 in the aggregate;

 

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make any material change with respect to its financial accounting policies or procedures, except as required by changes in GAAP (or any interpretation thereof) or by applicable law;

 

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enter into any new line of business other than any line of business that is reasonably ancillary to and a reasonably foreseeable extension of any line of business as of the date of the Merger Agreement;

 

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other than in the ordinary course of business, (i) make any loans, advances or capital contributions to, or investments in, any person (other than loans, advances or capital contributions to the Company or any direct or indirect wholly owned subsidiary of the Company) or make any change in its existing borrowing or lending arrangements for or on behalf of any such person or (ii) forgive or discharge in whole or in part any outstanding loans or advances;

 

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(i) amend or modify in any material respect, waive compliance with the terms of or breach under, or terminate (excluding terminations upon expiration of the term thereof (including terminations of auto-renewal contracts requiring notice from the Company) in accordance with the terms thereof) any material contract or waive, release or assign any material rights, claims or benefits under any material contract or (ii) enter into any contract that would have been a material contract had it been entered into prior to the date of the Merger Agreement; provided that the foregoing will not prohibit or restrict the ability of the Company or its subsidiaries to take any action described in this bullet in the ordinary course of business consistent with past practice with respect to contracts or material contracts between the Company and/or one or more of its wholly owned subsidiaries; provided, further that, for the avoidance of doubt, this bullet will not prohibit or restrict any Company benefit plans;

 

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settle any action, suit, case, litigation, claim, hearing, arbitration, investigation or other proceedings, other than settlements if the amount of any such settlement is not in excess of $2,500,000 individually or $5,000,000 in the aggregate; provided that such settlements do not involve any admission of guilt, injunctive or equitable relief or impose restrictions on the business activities of the Company and its subsidiaries or Parent and its affiliates;

 

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make any material adverse change to the security or operation of the information technology systems, the development, training, deployment, operation or other use of AI technologies, or the privacy

 

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policies or procedures (including policies or procedures (including (i) the Health Insurance Portability and Accountability Act of 1996 (Pub. L. No. 104-191), (ii) the Health Information Technology for Economic and Clinical Health Act (Title XIII of the American Recovery and Reinvestment Act of 2009, Pub. L. No. 111-5); and (iii) any amendments to such laws and the regulations that implement such laws as of the date of the Merger Agreement) and any other health privacy policies or procedures) of the Company or its subsidiaries, except to the extent required by law;

 

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(i) make (other than in the ordinary course of business and consistent with past practice), change or revoke any entity classification or other material tax election with respect to the Company or any of its subsidiaries, (ii) make any material change to any tax accounting method or period, (iii) file any material tax return in a manner inconsistent with past practice or materially amend any tax return or claim for refund of material taxes with respect to the Company or any of its subsidiaries, (iv) enter into any “closing agreement” as described in Section 7121 of the Internal Revenue Code (or any analogous or similar provision of U.S. state or local or non-U.S. law), (v) extend or waive the application of any statute of limitations regarding the assessment or collection of any material tax with respect to the Company or any of its subsidiaries, (vi) settle, surrender or compromise any material tax liability or proceeding or refund of material taxes with respect to the Company or any of its subsidiaries or (vii) voluntarily approach any governmental entity or initiate any voluntary disclosure program with respect to a material amount of unpaid taxes;

 

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implement or announce any “mass layoff” or “plant closing” which triggers the notification requirements of the United States Worker Adjustment and Retraining Notification Act;

 

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enter into any affiliate transaction;

 

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adopt or implement any “poison pill,” stockholder rights agreement or plan or similar anti-takeover agreement or plan, in each case, applicable to the Merger or any other transactions with respect to Parent or its affiliates; or

 

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agree, resolve or commit to do any of the foregoing.

Acquisition Proposals

Go-Shop; No Solicitation or Negotiation

During the Go-Shop Period, the Company and its affiliates and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) had the right to, directly or indirectly:

 

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solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an acquisition proposal, including by granting a limited waiver, amendment or release under any pre-existing “standstill” or other similar provision solely to the extent necessary to allow for an acquisition proposal or amendment to an acquisition proposal to be made by such person to the Company or the Board on a confidential basis;

 

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participate in any discussions or negotiations with any person regarding any acquisition proposal; or

 

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subject to the entry into, and in accordance with, an Acceptable Confidentiality Agreement (as defined below), provide any non-public information concerning the Company or any of its affiliates to any person in connection with any acquisition proposal; provided, however, that the Company will promptly (and in any event within twenty-four (24) hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company and any of its subsidiaries that is provided to any such person or its representatives that was not previously provided to Parent or its representatives.

From the date of the Merger Agreement until the termination of the Go-Shop Period, the Company was obligated to notify Parent in writing as promptly as reasonably practicable (and in any event within twenty-four

 

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(24) hours) of any acquisition proposal received by the Company, its subsidiaries or any of their respective Representatives (which notice was required to include (x) the identity of the person (or group of persons) making such acquisition proposal, (y) copies of drafts of proposed agreements, term sheets, letters of intent or any other written terms or proposals related thereto provided to the Company or any of its Representatives, and any modifications to the financial and other material terms thereof, and (z) a written summary of the material terms and conditions of any acquisition proposal not made in writing and any modifications to the financial and other material terms thereof (including any material terms and conditions proposed orally or supplementally and any modifications to the financial and other terms thereof)).

Subject to certain exceptions described below or as related to any Excluded Party, from the termination of the Go-Shop Period until the earlier to occur of the Effective Time and the valid termination of the Merger Agreement, the Company will not, and will cause its affiliates and its and their respective Representatives not to, directly or indirectly:

 

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solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an acquisition proposal;

 

•

participate in any discussions or negotiations with any person regarding any acquisition proposal; or

 

•

provide any non-public information concerning the Company or any of its affiliates to any person in connection with any acquisition proposal.

Except as related to any Excluded Party, from the termination of the Go-Shop Period until the earlier to occur of the Effective Time and the valid termination of the Merger Agreement, the Company will, and will cause its subsidiaries and its and their respective directors, officers and employees to and direct its other Representatives to:

 

•

immediately cease and cause to be terminated any discussions and negotiations with any person (other than Parent, Merger Sub, any Excluded Party and their respective representatives) conducted prior and up to the termination of the Go-Shop Period with respect to any acquisition proposal, or proposal that could reasonably be expected to lead to an acquisition proposal, and cease providing any information to any such person or its representatives;

 

•

with respect to any person with whom such discussions or negotiations have been terminated, promptly (and in any event within twenty-four (24) hours) request that such person and its representatives return or destroy, in accordance with the terms of the applicable confidentiality agreement, any information furnished by or on behalf of the Company and its affiliates prior to the termination of the Go-Shop Period and cease providing any information to such person or its representatives;

 

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terminate any data room or other diligence access of each such person and its representatives; and

 

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not terminate, waive, amend or modify any provision of any existing confidentiality agreement or standstill agreement with respect to any potential acquisition proposal; provided that the Company is not required to take any such action in respect of any Excluded Party unless and until such person or group ceases to be an Excluded Party; provided, further that the foregoing will not restrict the Company from (x) permitting a person to confidentially request the waiver of a “standstill” or similar obligation or from granting such a waiver in order to permit such person to make a non-public acquisition proposal, in each case, to the extent the Board determines in good faith that it is necessary to comply with the Company directors’ fiduciary duties under applicable law or (y) informing any person of the terms of the non-solicitation provisions of the Merger Agreement.

Fiduciary Exception to No Solicitation Provision

Notwithstanding anything to the contrary in the non-solicitation provisions of the Merger Agreement described above, from the termination of the Go-Shop Period until the adoption of the Merger Agreement by the

 

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Company’s stockholders, the Company may, in response to an unsolicited, bona fide written acquisition proposal received after the date of the Merger Agreement that did not result from a breach of the applicable terms of the Merger Agreement, (i) provide access to non-public information regarding the Company or any of its subsidiaries to the person who made such acquisition proposal; provided that such information has previously been made available to Parent or is provided to Parent promptly (and in any event within twenty-four (24) hours) following the time such information is made available to such person and that, prior to furnishing any such non-public information, the Company or any of its subsidiaries receives from the person making such acquisition proposal an Acceptable Confidentiality Agreement (as described below) and (ii) engage or participate in any discussions or negotiations with any such person regarding such acquisition proposal if, and only if, prior to taking any action described in clause (i) or (ii) above, the Board determines in good faith, after consultation with outside legal counsel, that (A) based on the information then available and after consultation with its financial advisor, such acquisition proposal either constitutes a superior proposal or would reasonably be expected to lead to a superior proposal and (B) the failure to take such action would reasonably be expected to be inconsistent with the Company directors’ fiduciary duties under applicable law.

An “Acceptable Confidentiality Agreement” means a customary confidentiality agreement with the Company that is either (i) in effect as of the execution and delivery of the Merger Agreement or (ii) executed, delivered and effective after the execution and delivery of the Merger Agreement, in either case (a) containing provisions that require any counterparty thereto (and any of its affiliates and representatives) that receives non-public information of or with respect to the Company and its affiliates to keep such information confidential or (b) containing confidentiality provisions not less favorable to the Company in any material respect than the terms of the confidentiality agreement between the Company and Parent, it being understood that such agreement need not contain any “standstill” or similar provisions or otherwise prohibit the making of, or amendment or modification to, any non-public acquisition proposal to the Board; provided, that no such confidentiality agreement may include any restrictions that would reasonably be expected to prevent the Company from satisfying its obligations under the non-solicitation provisions of the Merger Agreement or provide for the reimbursement by the Company or its subsidiaries of any of the counterparty’s costs or expenses.

The Merger Agreement provides that, following termination of the Go-Shop Period until the earlier to occur of the Effective Time and the valid termination of the Merger Agreement, the Company will promptly (and, in any event, within twenty-four (24) hours) notify Parent in writing if (i) any written or other inquiries, proposals or offers with respect to an acquisition proposal or which would reasonably be expected to lead to an acquisition proposal are received by the Company, any of its subsidiaries or any of their Representatives, (ii) any non-public information is requested in connection with any written or other inquiries, proposals or offers with respect to an acquisition proposal or that would reasonably be expected to lead to an acquisition proposal from the Company, its affiliates or any of their Representatives or (iii) any discussions or negotiation with respect to, or that would reasonably be expected to lead to, an acquisition proposal are sought to be initiated or continued with the Company, indicating, in connection with such notice, the identity of such person or group and the material terms and conditions of any proposals or offers (including providing copies of any written materials delivered by such person) and thereafter will keep Parent reasonably informed, on a reasonably current basis, of the status and terms of any such proposals or offers (including any amendments to the financial or other material terms thereto) and the status of any such discussions or negotiations (including delivery to Parent within forty-eight (48) hours of copies of all proposals, offers, drafts of proposed agreements or communications delivered by or on behalf of such person in connection with such proposal or offer). In addition, neither the Company nor any of its subsidiaries will, after the date of the Merger Agreement, enter into any confidentiality or similar agreement that would prohibit it from providing such information to Parent.

No Change in Recommendation or Alternative Acquisition Agreement

The Merger Agreement provides that, except as described below, the Board (or any committee thereof) will not (i) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent, the recommendation of the Board to the Company’s stockholders to

 

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adopt the Merger Agreement or approve, recommend or otherwise declare advisable (or publicly propose to approve, recommend or otherwise declare advisable) any acquisition proposal, (ii) fail to include the recommendation of the Board to the Company’s stockholders to adopt the Merger Agreement in this proxy statement, (iii) following the date any acquisition proposal or any material modification thereto is first publicly disclosed or announced, fail to issue a press release publicly reaffirming such recommendation within ten (10) days of receipt of a written request from Parent to do so (provided that Parent is only permitted to issue one such request for each separate acquisition proposal) (and if the Special Meeting is scheduled to be held within ten (10) days, then within two (2) business days of such request), (iv) fail to publicly recommend against any acquisition proposal that is a tender or exchange offer by a third party pursuant to Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act (including, for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by the Company’s stockholders) within ten (10) business days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer, (v) approve, adopt or recommend (or publicly propose to approve, adopt or recommend) any acquisition proposal or (vi) cause or permit the Company or any of its subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement or other agreement (other than an Acceptable Confidentiality Agreement) (an “Alternative Acquisition Agreement”) relating to any acquisition proposal (each of the foregoing clauses (i)-(vi), a “Change in Recommendation”).

Superior Proposal Exception to Change in Recommendation Provision or Entry into an Alternative Acquisition Agreement

Following receipt of a bona fide written acquisition proposal by the Company, its affiliates or their Representatives after the date of the Merger Agreement that did not result from a breach of the applicable terms of the Merger Agreement and that the Board determines in good faith, after consultation with its outside legal counsel and financial advisor, constitutes a superior proposal, the Board may, at any time prior to the adoption of the Merger Agreement by the Company’s stockholders, make a Change in Recommendation or terminate the Merger Agreement in accordance with its termination provisions in order to enter into the Alternative Acquisition Agreement with respect to such superior proposal, or authorize, resolve, agree or propose publicly to take any such action, if all of the following conditions are met:

 

•

the Company has (i) provided to Parent written notice, which states expressly (a) that it has received a written acquisition proposal that constitutes a superior proposal, (b) the material terms and conditions of the acquisition proposal (including the consideration offered therein and the identity of the person or group making the acquisition proposal), and contemporaneously provided an unredacted copy of the Alternative Acquisition Agreement and all other documents related to the superior proposal and (c) that, subject to the next bullet, the Board has determined to make a Change in Recommendation or to terminate the Merger Agreement in order to enter into the Alternative Acquisition Agreement, as applicable and (ii) prior to making such a Change in Recommendation or terminating the Merger Agreement, as applicable, engaged in good faith negotiations with Parent (to the extent Parent wishes to negotiate) during the four (4) business day period following Parent’s receipt of such written notice and ending at 11:59 p.m. (New York City time) on such fourth (4th) business day, to make such adjustments to the terms and conditions of the Merger Agreement such that the Alternative Acquisition Agreement ceases to constitute a superior proposal (it being understood and agreed that any amendment to the financial terms or any other material term or condition of such superior proposal shall require a new notice and an additional three (3) business day period ending at 11:59 p.m. (New York City time) on such third (3rd) business day); and

 

•

the Board has determined, in good faith, after consultation with its financial advisors and outside legal counsel, that, in light of such superior proposal and taking into account any revised terms committed to in writing by Parent, such superior proposal continues to constitute a superior proposal and that the failure to make such Change in Recommendation or to so terminate the Merger Agreement, as

 

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applicable, would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law.

Intervening Event Exception to Change in Recommendation Provision

Notwithstanding anything to the contrary set forth in the provisions restricting Changes in Recommendation or the Company entering into Alternative Acquisition Agreements in the Merger Agreement, upon the occurrence of any Intervening Event, the Board may, at any time prior to the adoption of the Merger Agreement by the Company’s stockholders, make a Change in Recommendation, if all of the following conditions are met:

 

•

the Company has (i) provided to Parent prior written notice, which will (a) set forth in reasonable detail information describing the Intervening Event and the rationale for the Change in Recommendation and (b) state expressly that, subject to the next bullet, the Board has determined to make a Change in Recommendation and (ii) prior to making such a Change in Recommendation, engaged in good faith negotiations with Parent (to the extent Parent wishes to negotiate) during the four (4) business day period following Parent’s receipt of such written notice and ending at 11:59 p.m. (New York City time) on such fourth (4th) business day, to make such adjustments to the terms and conditions of the Merger Agreement such that the failure of the Board to make a Change in Recommendation in response to the Intervening Event would no longer reasonably be expected to be inconsistent with the Company directors’ fiduciary duties under applicable law; and

 

•

the Board has determined in good faith, after consultation with its outside legal counsel and financial advisor, that in light of such Intervening Event and taking into account any revised terms committed to in writing by Parent, the failure to make a Change in Recommendation would reasonably be expected to be inconsistent with the Company directors’ fiduciary duties under applicable law.

Obligations with Respect to this Proxy Statement and the Special Meeting

As promptly as practicable after the date of the Merger Agreement, the Company was required to commence a broker search pursuant to Rule 14a-13 under the Exchange Act in a manner to enable the record date for the Special Meeting to be set so that the Special Meeting could be held promptly following the mailing of this proxy statement and, in any event within thirty (30) days after the date of the Merger Agreement, to prepare and file this proxy statement in preliminary form. The Company and Parent were also each required to use their reasonable best efforts to promptly provide responses to the SEC with respect to any comments received on the proxy statement by the SEC. The Company was required to cause the definitive proxy statement to be mailed as promptly as possible after the earlier of (i) the date the staff of the SEC advises that it has no further comments thereon or that the Company may commence mailing the proxy statement and (ii) expiration of the ten (10)-day waiting period contemplated by Rule 14a-6(a) under the Exchange Act.

The Company is required, as promptly as reasonably practicable in accordance with applicable law and the Company’s certificate of incorporation and bylaws, to establish a record date for, duly call and give notice of, and convene a meeting of the holders of Shares to consider and vote upon the adoption of the Merger Agreement. If required by Parent on no more than two (2) occasions, the Company must postpone or adjourn the Special Meeting for a reasonable period of time not to exceed ten (10) business days in the aggregate for the purpose of receiving additional proxies, whether or not a quorum is present and/or ensuring that enough Shares will be represented to constitute a quorum necessary to conduct the business of the Special Meeting.

Efforts to Complete the Merger

The Company and Parent will, subject to the exceptions to the non-solicitation provisions of the Merger Agreement described above, cooperate with each other and use, and will cause their respective subsidiaries and ultimate parent entities within the meaning of the HSR Act to use, their respective reasonable best efforts to take (or cause to be taken) all actions, and do (or cause to be done) all things necessary, proper or advisable under the

 

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Merger Agreement and applicable laws to consummate and make effective the Merger and the other Transactions as expeditiously as possible, and in no event later than July 28, 2027 (the “Termination Date”), including (i) as promptly as reasonably practicable preparing and filing all documentation to effect all necessary notices, reports, information and other filings required to be filed under the HSR Act, any state premerger notification laws and any foreign investment and competition laws with respect to the Transactions (and in any event within ten (10) business days after the date of the Merger Agreement (unless otherwise mutually agreed in writing by the parties)) and to obtain as promptly as reasonably practicable all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party or any governmental entity in order to consummate the Merger or any of the other Transactions, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval or waiver of any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Merger Agreement. Notwithstanding the foregoing, neither Parent nor its affiliates are required to take any action that, individually or in the aggregate, would be reasonably expected to have a material adverse effect on the Company and the Company’s subsidiaries, taken as a whole (as measured before giving effect to the transactions contemplated by the Merger Agreement), nor is the Company nor any of its affiliates required to pay, or commit to pay, any money or other consideration, incur any liability or other obligation, commence any litigation, arbitration or proceeding or offer or grant any accommodation to any non-governmental third party to obtain any such consent; provided that the failure to obtain any such non-governmental third party consents will not result in the failure to satisfy any of the conditions to the Closing set forth in the Merger Agreement.

Subject to the paragraph after next, in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other antitrust laws, including a request for additional information and documentary material, the parties will use their reasonable best efforts to submit an appropriate response to, and to certify substantial compliance with, such request as promptly as practicable and advisable, and counsel for both parties will closely cooperate during the entirety of any such request review process. None of the parties, including their respective subsidiaries and controlled affiliates, will take, cause or permit to be taken, or omit to take, any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated Transactions, unless otherwise agreed to by the parties.

In furtherance of the foregoing, from the date of the Merger Agreement until the Effective Time, Parent will not, directly or indirectly (but subject in all respects to the immediately preceding sentence) acquire or agree to acquire by merger or consolidation with, or by purchasing the assets of or equity in, any person with substantial business activities in the United States, if the entering into of a definitive agreement relating to or the consummation of such a transaction would reasonably be expected to prevent or delay past the Termination Date (as defined below) the satisfaction of the governmental consent condition to the Closing. Neither the Company nor Parent, without each other party’s prior written consent (not to be unreasonably withheld, conditioned or delayed), will (i) withdraw or refile any filing made under the HSR Act or any other antitrust laws or laws relating to foreign investment, (ii) enter into any timing or similar agreement, or otherwise agree or commit to any arrangement, that would have the effect of extending, suspending, lengthening or otherwise tolling the expiration or termination of the waiting period applicable to the contemplated Transactions under the HSR Act or any other antitrust laws or laws relating to foreign investment or (iii) enter into any timing or similar agreement, or otherwise agree or commit to any arrangement, that would bind or commit the parties not to consummate the contemplated Transactions (or that would otherwise prevent or prohibit the parties from consummating the contemplated Transactions); provided, that the Parent may withdraw and refile its filing under the HSR Act pursuant to 16 CFR § 803.12 once without the Company’s consent, if Parent determines in its sole discretion such withdrawal and refiling is advisable.

 

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Parent has decision-making authority and the right to direct, devise and implement the strategy with respect to the appropriate course of action with respect to obtaining the consents, approvals, permits, timing, waiting period expirations or authorizations of any governmental entity required to consummate the Merger prior to the Termination Date; provided that Parent will consult with the Company and consider in good faith all comments and advice of the Company (and its counsel) with respect to such matters. Subject to applicable law, no party to the Merger Agreement or its counsel will independently participate in any substantive call or meeting relating to the antitrust laws with any governmental entity in respect of such filings, investigation, or other inquiry without first giving the other party or its counsel prior notice of such call or meeting and, to the extent permitted by such governmental entity, the opportunity to attend and participate. In furtherance of the foregoing and to the extent permitted by applicable law:

 

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each party will notify the other, as far in advance as practicable, of any filing or material or substantive communication or inquiry it or any of its subsidiaries intends to make with any governmental entity relating to the Transactions;

 

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prior to submitting any such material or substantive filing or making any such communication or inquiry, such party will provide the other party and its counsel a reasonable opportunity to review, and will consider in good faith the comments of the other party in connection with, any such filing, communication or inquiry;

 

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promptly following the submission of such filing or making such material or substantive communication or inquiry, provide the other party with a copy of any such filing or, if in written form, communication or inquiry, or a summary of any oral communication; and consult with the other party in connection with any inquiry, hearing, investigation or litigation by, or negotiations with, any governmental entity relating to the Merger, including the scheduling of, and strategic planning for, any meetings with any governmental entity relating thereto.

Parent, including its subsidiaries and controlled affiliates, will use its reasonable best efforts to resolve such objections, if any, as may be asserted by any governmental entity in connection with the HSR Act, or any other applicable antitrust laws or laws relating to foreign investment with respect to the Transactions and to avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing the consummation of the Transactions.

If any administrative or judicial proceeding, including any such proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other of the Transactions as violative of any antitrust law, Parent will use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Merger.

The Company will (i) cause the Registered Broker-Dealer to file with Financial Industry Regulatory Authority (“FINRA”) as promptly as practicable (but not more than fifteen (15) business days after the date of the Merger Agreement), a Continuing Membership Application that is deemed “substantially complete” by FINRA and (ii) use reasonable best efforts to obtain FINRA Approval of such Continuing Membership Application as soon as practicable thereafter. The parties agree that the Registered Broker-Dealer will have the responsibility to prepare and file the Continuing Membership Application and any written or oral responses that FINRA may require as part of the Continuing Membership Application approval process. However, the parties further agree that in connection with each submission of the Continuing Membership Application and any responses thereto, including any exhibits attached as part of each amendment of the Continuing Membership Application, the Company will, and will cause the Registered Broker-Dealer to, consult in good faith with Parent and give Parent a reasonable opportunity to comment on drafts of such submissions prior to submission. The Company will cause the Registered Broker-Dealer to advise Parent in advance of any material discussions with

 

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FINRA in connection with the Continuing Membership Application, and subject to applicable law, will give Parent the opportunity to participate in any such discussions with FINRA. Parent will reasonably cooperate in responding to any requests made by the Company or the Registered Broker-Dealer that are required to respond to any requests for information made by FINRA as part of the Continuing Membership Application.

Access to Information

From and after the date of the Merger Agreement and until the earlier of the Effective Time and the termination of the Merger Agreement, upon reasonable advance notice (and in any event not less than forty-eight (48) hours’ notice), and except as may otherwise be required by applicable law, (i) the Company will, and will cause its subsidiaries to and direct its Representatives to, afford Parent and its representatives reasonable access, during normal business hours during the period prior to the Effective Time, to the Company’s and its subsidiaries’ properties, assets, books and records and (ii) during such period, the Company will, and will cause its subsidiaries to, furnish promptly to Parent all information concerning its or any of its subsidiaries’ capital stock, business and personnel as may reasonably be requested by Parent; provided, that no investigation will affect or be deemed to modify any representation or warranty made by the Company; and provided further, that the foregoing will not require the Company to permit any invasive sampling or testing or other invasive surface or subsurface investigation or assessment of the sort generally referred to as a Phase II environmental investigation at any property affiliated with the Company or its subsidiaries or to disclose any information, to the extent that (a) in the reasonable good faith judgment of the Company, any applicable law requires the Company or its subsidiaries to restrict or prohibit access to any such information or disclosure thereof that would expose the Company to an unreasonable risk of liability for disclosure of sensitive or personal information, (b) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or its disclosure would violate the terms of any confidentiality agreement or other contract that is binding on the Company or any of its subsidiaries, or (c) disclosure of any such information or document would result in the waiver or loss of attorney-client privilege, work product doctrine or any other legal privilege; provided further, that with respect to the foregoing clauses (a) through (c), the Company will use its commercially reasonable efforts to (1) obtain the required consent of any such third party to provide such disclosure, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the Company and (3) in the case of clauses (a) and (c), implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, necessary redaction or entry into a customary joint defense agreement with respect to any information to be so provided, if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Any investigation pursuant to the foregoing right of access will be conducted in such a manner as not to interfere unreasonably with the conduct of the business of the Company. All requests for information made pursuant to the foregoing right of access will be directed to an executive officer of the Company or such person as may be designated by any such executive officer.

Director and Officer Indemnification and Insurance

The Merger Agreement provides that from and after the Effective Time, Parent will, and will cause the Surviving Corporation to, indemnify, defend and hold harmless each present and former director and officer of the Company or any of its subsidiaries, determined as of the Effective Time (the “Indemnified Parties”) against any and all costs (including settlement costs) or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, penalties or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (with respect to matters existing or occurring at or prior to the Effective Time (including the Merger Agreement and the Transactions)), arising out of or based on, in whole or in part, the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another person prior to the Effective Time, in each case, whether threatened, pending or completed and whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the

 

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Company would have been permitted under the laws of the State of Delaware, any applicable indemnification agreement to which such person is a party, and the Company’s certificate of incorporation or bylaws in effect on the date of the Merger Agreement to indemnify such person (and Parent and the Surviving Corporation will also advance expenses as incurred to the fullest extent permitted under applicable law; provided that the person to whom expenses are advanced will provide an undertaking to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification); provided, further, that (x) the Surviving Corporation will not be liable for any settlement effected without its prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) and (y) except for legal counsel engaged for one or more Indemnified Parties on the date of the Merger Agreement, the Surviving Corporation will not be obligated to pay the fees and expenses of more than one legal counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single legal action, except to the extent that, on the advice of any such Indemnified Party’s counsel, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. Parent will, and will cause the Surviving Corporation to, ensure that the organizational documents of the Surviving Corporation and its subsidiaries, will, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its subsidiaries than are presently set forth in the Company’s certificate of incorporation and bylaws (or equivalent organizational and governing documents of any subsidiary). Any right of indemnification of an Indemnified Party pursuant to the Merger Agreement will not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party.

Prior to the Effective Time, the Company will and, if the Company is unable to, Parent will cause the Surviving Corporation as of the Effective Time to, obtain and fully pay for “tail” insurance policies with a claims period of at least six (6) years from and after the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage at least as favorable, in the aggregate, as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with the Merger Agreement or the Transactions); provided, however that in no event will the Company be required to expend for such policies an annual premium amount in excess of three-hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Corporation will obtain a policy with the greatest coverage available for a cost not exceeding such amount. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time D&O Insurance in place with benefits and levels of coverage at least as favorable, in the aggregate, as provided in the Company’s existing policies as of the date of the Merger Agreement, or the Surviving Corporation will, and Parent will cause the Surviving Corporation to, purchase comparable D&O Insurance for such six-year period with benefits and levels of coverage at least as favorable, in the aggregate, as provided in the Company’s existing policies as of the date of the Merger Agreement; provided, however that in no event will the Company expend, or Parent or the Surviving Corporation be required to expend for such policies, an annual premium amount in excess of three-hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided further, that if the premium for such insurance coverage exceeds such amount, the Surviving Corporation will obtain a policy with the greatest coverage available for a cost not exceeding such amount.

Employee Benefits

Parent has agreed that each employee of the Company or its subsidiaries who is employed with the Company or its subsidiaries immediately prior to the Closing (a “Continuing Employee”) will, during the period commencing at the Effective Time and ending on the twelve (12)-month anniversary of the Effective Time (or, if earlier, the termination of such Continuing Employee’s employment), be provided with (i) a base salary or base wage that is no less favorable than the base salary or base wage provided to such Continuing Employee by the

 

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Company and its subsidiaries immediately prior to the Effective Time, (ii) target annual cash bonus opportunities that are no less favorable than the target annual cash bonus opportunities provided to such Continuing Employee by the Company and its subsidiaries immediately prior to the Effective Time and (iii) employee benefits (excluding severance, equity, equity-based or long-term incentive compensation, nonqualified deferred compensation, defined benefit pension, retiree or post-employment health or welfare, retention, change in control and transaction bonuses together, the “Excluded Benefits”) that are either (a) no less favorable than the employee benefits (other than the Excluded Benefits) provided to similarly situated employees and service providers of Parent and its subsidiaries as of immediately prior to the Effective Time or (b) substantially comparable in the aggregate to the employee benefits (other than the Excluded Benefits) provided to such Continuing Employee by the Company and its subsidiaries immediately prior to the Effective Time. Additionally, Parent intends to implement, as soon as practicable following the Closing, a long-term incentive program for Continuing Employees that provides compensation opportunities comparable to those provided to similarly situated employees of Parent and its subsidiaries. Additionally, Parent has agreed that each Continuing Employee will, during the period commencing at the Effective Time and ending on the twelve (12)-month anniversary of the Effective Time, in the case of qualifying terminations of employment (determined on the same basis as applies immediately prior to the Effective Time), be provided with severance benefits that are no less favorable than the severance benefits provided by the Company and its subsidiaries to such Continuing Employee immediately prior to the Effective Time, which benefits are scheduled in the Company Disclosure Letter. Parent will, or will cause the Surviving Corporation to, honor and assume all obligations under all employment agreements, severance plans and deferred compensation plans that are Company benefit plans (other than certain plans identified in the Company Disclosure Letter), in accordance with their terms as in effect immediately prior to the Effective Time.

If Continuing Employees become eligible to participate in benefit plans of Parent during a plan year, Parent will use commercially reasonable efforts to cause such plans to provide that no pre-existing conditions, exclusions or waiting periods will apply to Continuing Employees under such plans, except to the extent such condition or exclusion was applicable to an individual Continuing Employee under the corresponding Company benefit plan prior to the Effective Time. With respect to the plan year in which Continuing Employees first become eligible to participate in benefit plans of Parent, Parent will use commercially reasonable efforts to provide each Continuing Employee with credit for all deductibles, co-payments, co-insurance and out-of-pocket expenses incurred by such Continuing Employee (and his or her covered dependents) under the corresponding plan during such plan year for purposes of satisfying any applicable deductible or out-of-pocket requirements under any plan of Parent in which such Continuing Employee is eligible to participate following the Effective Time.

From and after the Closing Date, Parent will, or will cause the Surviving Corporation to, provide credit to Continuing Employees for their service recognized by the Company and its subsidiaries as of the Effective Time for all purposes (including eligibility, vesting, continuous service, determination of service awards, vacation, paid time off and severance entitlements); provided that such service will not be recognized to the extent that such recognition would result in a duplication of benefits.

The Company has also agreed that, no later than fifteen (15) business days prior to the Closing Date, the Company will provide Parent with copies of the calculations prepared by or on behalf of the Company or any of its subsidiaries with respect to Section 280G of the Code, including the identity of each “disqualified individual,” the amount of each such individual’s “base amount” and the value of any payments or benefits that would constitute “parachute payments” within the meaning of Section 280G of the Code. The Company will provide Parent with a reasonable opportunity to review and comment on such calculations and will consider Parent’s comments in good faith before finalizing such calculations.

If requested by Parent in writing no later than seven (7) business days prior to the Closing Date, the Company will, and will cause its subsidiaries to, adopt resolutions and take all other actions necessary to terminate any Company plan intended to be qualified under Section 401(a) of the Code that includes a cash or deferred arrangement intended to qualify under Section 401(k) of the Code, effective no later than the day

 

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immediately preceding the Closing Date and contingent upon the occurrence of the Closing. The Company will provide Parent with a reasonable opportunity to review and provide reasonable comments to such resolutions, and shall deliver evidence reasonably satisfactory to Parent that such termination has been approved by the Board or the applicable plan sponsor.

The employee benefits provisions of the Merger Agreement described in this section are solely for the benefit of the parties to the Merger Agreement, and neither any current or former employee, nor any other individual associated therewith, is or will be regarded for any purpose as a third party beneficiary to the Merger Agreement. Nothing in these employee benefits provisions of the Merger Agreement will (i) guarantee employment or service or continued employment or service for any period of time, (ii) require Parent, the Surviving Corporation or any of their respective affiliates to continue, amend or establish any particular compensation or benefit plan or arrangement, or prevent the amendment, modification or termination thereof, or (iii) limit the right of Parent, the Surviving Corporation or any of their respective affiliates to terminate the employment or service of any Continuing Employee or other individual service provider at any time and for any or no reason.

Financing Cooperation

Subject to certain limitations set forth in the Merger Agreement, the Company is required to use commercially reasonable efforts to provide such customary cooperation as is reasonably requested by Parent in the arrangement and consummation of the financings set forth in the Commitment Letters prior to the Closing.

Existing Credit Agreements

In connection with the Transactions, the parties intend to terminate and pay off the commitments under the Existing Credit Agreements.

CBIZ is required to obtain customary payoff letters (in form and substance reasonably acceptable to Parent) in connection with termination and payoff of the Existing Credit Agreements.

Other Covenants and Agreements

The Company and Parent have made certain other covenants to and agreements with each other regarding various other matters including:

 

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public statements and disclosure concerning the Merger Agreement and the Transactions;

 

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anti-takeover or other similar laws;

 

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control of their respective operations prior to the Effective Time;

 

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Company stockholder litigation relating to the Merger Agreement or the Transactions;

 

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advisory client notices and consents in connection with the Merger

 

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restrictions on arrangements between Parent or Merger Sub and stockholders of the Company

 

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the Company’s ability to take all actions reasonably necessary or advisable to cause any dispositions (or deemed dispositions) of equity securities of the Company (including derivative securities) in connection with the Transactions by each individual who is a director or executive officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act; and

 

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cooperation to delist the Shares from NYSE and deregister such Shares under the Exchange Act as soon as possible following the Effective Time.

 

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Conditions to the Merger

Conditions to Each Party’s Obligations (“Mutual Closing Conditions”)

The respective obligations of the parties to the Merger Agreement to effect the Merger are subject to the satisfaction (or mutual waiver if not prohibited by law) at or prior to the Closing of each of the following conditions:

 

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adoption of the Merger Agreement by the Company’s stockholders in accordance with applicable law and the Company’s certificate of incorporation and bylaws;

 

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the waiting period applicable to the consummation of the Merger under the HSR Act (and any extensions thereof, including any agreement with any governmental entity to delay the Closing entered into in connection therewith) having expired or been earlier terminated; and

 

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no governmental entity of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the Merger.

Conditions to Parent’s and Merger Sub’s Obligations (“Parent’s and Merger Sub’s Closing Conditions”)

The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or, to the extent permitted by law, waiver by Parent at or prior to the Closing of the following additional conditions:

 

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the Company’s representations and warranties contained in the Merger Agreement related to the Company’s capital structure must be true and correct, subject only to de minimis inaccuracies, as of the Closing Date (in each case except to the extent that any such representation and warranty speaks as of a particular date, in which case such representation and warranty must be true and correct as of such particular date);

 

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the first sentence of the Company’s representation and warranty contained in the Merger Agreement related to the absence of certain changes must be true and correct in all respects as of the date of the Closing Date;

 

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certain of the Company’s representations and warranties contained in the Merger Agreement related to the Company’s organization, good standing and qualification to do business, corporate authority and broker’s and finder’s fees must, to the extent not qualified by Company Material Adverse Effect or other materiality qualifications, be true and correct in all material respects as of the Closing Date and, to the extent so qualified, be true and correct in all respects as of the Closing Date (in each case except to the extent that any such representation and warranty speaks as of a particular date, in which case such representation and warranty must be true and correct as of such particular date);

 

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each of the Company’s other representations and warranties contained in the Merger Agreement must be true and correct as of the Closing Date (in each case except to the extent that any such representation and warranty speaks as of a particular date, in which case such representation and warranty must be true and correct as of such particular date), except where the failure of such representations and warranties to be so true and correct (without regard to materiality, Company Material Adverse Effect or similar qualifications contained within such representations and warranties), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;

 

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the Company must have performed and complied with in all material respects all obligations required to be performed by or complied with by it under the Merger Agreement at or prior to the Closing;

 

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since the date of the Merger Agreement there must not have occurred a Company Material Adverse Effect; and

 

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Parent must have received a signed certificate by an officer of the Company at the Closing stating that the conditions set forth in the six bullets immediately above have been satisfied.

 

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Conditions to the Company’s Obligations (“Company’s Closing Conditions”)

The Company’s obligations to effect the Merger are also subject to the satisfaction or waiver by the Company at or prior to the Closing of the following additional conditions:

 

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each of the representations and warranties of Parent and Merger Sub contained in the Merger Agreement related to organization, good standing and qualification to do business, ownership of Merger Sub and corporate authority and approval, must be true and correct in all material respects as of the Closing Date (in each case, except to the extent that any such representation and warranty speaks as of a specified date, in which case such representation and warranty will be so true and correct as of such particular date);

 

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each of Parent and Merger Sub’s other representations and warranties contained in the Merger Agreement must be true and correct in all respects as of the Closing Date (in each case, except to the extent that any such representation and warranty speaks as of a specified date, in which case such representation and warranty will be true and correct in all material respects as of such particular date), except where the failure of such representations and warranties to be true and correct (without regard to materiality, “Parent Material Adverse Effect” or similar qualifications contained within such representations and warranties), individually or in the aggregate, has not and would not reasonably be expected to prevent, materially delay, materially impair or interfere with, or materially adversely affect the ability of Parent or Merger Sub to consummate the Transactions on a timely basis;

 

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each of Parent and Merger Sub must have performed and complied with in all material respects all obligations required to be performed by or complied with by it under the Merger Agreement at or prior to the Closing; and

 

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the Company must have received a signed certificate by an officer of Parent at the Closing stating that the conditions set forth in the three bullets immediately above have been satisfied.

To the extent permitted by applicable law, each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, may waive the conditions to the performance of its respective obligations under the Merger Agreement and effect the Merger even though one or more of these conditions has not been met. The Company cannot give any assurance that all of the conditions of the Merger will be either satisfied or waived or that the Merger will occur.

Termination of the Merger Agreement

Termination Rights Exercisable by Either Party

The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of the Merger Agreement by the Company’s stockholders, by the mutual written consent of Parent and the Company.

In addition, the Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by either Parent or the Company by written notice to the other party if:

 

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the Merger has not been consummated by the Termination Date (as such date may be modified by the mutual written agreement of the Company and Parent), whether such date is before or after the date of adoption of the Merger Agreement by the stockholders of the Company; provided, that the right to so terminate the Merger Agreement will not be available to any party that has breached in any material respect any representation, warranty, covenant or agreement under the Merger Agreement in any manner that has primarily caused the failure of the Merger to be consummated by the Termination Date (it being understood that Parent and Merger Sub are deemed a single party for these purposes) (the termination right described in this bullet, the “Termination Date Termination Right”);

 

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the adoption of the Merger Agreement by the stockholders of the Company has not occurred at the Special Meeting, or at any adjournment or postponement thereof, at which a vote upon the adoption of the Merger Agreement has been taken; or

 

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any law promulgated by a governmental entity of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger has become final and non-appealable, whether before or after the adoption of the Merger Agreement by the stockholders of the Company.

The right to terminate the Merger Agreement pursuant to the above circumstances will not be available to any party that has breached in any material respect any representation, warranty, covenant or agreement under the Merger Agreement in any manner that has primarily caused the failure of the Merger to be consummated.

Company Termination Rights

The Company may also terminate the Merger Agreement and abandon the Merger at any time prior to the Effective Time by written notice to Parent if:

 

•

at any time prior to the Effective Time, whether or not the Company’s stockholders have adopted the Merger Agreement, there has been a breach of any representation, warranty, covenant or agreement made by Parent or Merger Sub in the Merger Agreement, or any such representation and warranty becomes untrue after the date of the Merger Agreement, such that the conditions set forth in the first three bullets of the Company’s Closing Conditions would not be satisfied and such breach or failure to be true is not curable prior to the Termination Date or, if curable prior to the Termination Date, is not cured prior to the earlier of (i) thirty (30) days following written notice to Parent from the Company describing such breach or failure in reasonable detail and stating the Company’s intention to terminate the Merger Agreement and abandon the Merger and any other transactions contemplated by the Merger Agreement and (ii) the Termination Date; provided that the Company will not have the right to terminate the Merger Agreement described in this bullet if the Company is then in breach of any of its representations, warranties, covenants or agreements under the Merger Agreement such that the conditions set forth in the first five bullets of Parent’s and Merger Sub’s Closing Conditions would not be satisfied (the termination right described in this bullet, the “Breach Company Termination Right”);

 

•

at any time prior to the adoption of the Merger Agreement by the Company’s stockholders, the Board effects a Change in Recommendation and the Board has approved, and concurrently with such termination, the Company enters into an Alternative Acquisition Agreement providing for the implementation of a superior proposal that did not result from a breach of the applicable terms of the Merger Agreement (see the section entitled “The Merger Agreement-Acquisition Proposals-Go-Shop; No Solicitation or Negotiation,” beginning on page [●]); provided that prior to or concurrently with such termination, the Company pays to Parent the Company Termination Fee or the Go-Shop Termination Fee, as applicable, required to be paid pursuant to the Merger Agreement (and such termination will not be effective until the Company has paid the Company Termination Fee or the Go-Shop Termination Fee, as applicable, in accordance with the Merger Agreement) (the termination right described in this bullet, the “Superior Proposal Termination Right”); or

 

•

(i) all of the Mutual Closing Conditions and Parent’s and Merger Sub’s Closing Conditions have been and continue to be satisfied or waived (other than those conditions that by their nature are to be, and can be, satisfied by actions taken at the Closing, which conditions shall be, at the time of delivery of the notice referred to in the following clause (iii), capable of being satisfied as if such time were the Closing), (ii) Parent fails to consummate the Merger on the date on which the Closing should have occurred pursuant to the Merger Agreement, (iii) on and after the date the Closing should have occurred pursuant to the Merger Agreement the Company has irrevocably confirmed to Parent in writing that (a) all of the Mutual Closing Conditions and Company’s Closing Conditions have been and continue to be satisfied or waived (other than those conditions that by their nature are to be satisfied by

 

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actions taken at the Closing, which conditions are capable of being satisfied as if the Closing occurred on the date of such notice) and (b) it is ready, willing and able to consummate the Closing on the date of such written notice and throughout the immediately subsequent three (3) business day period and (iv) Parent fails to consummate the Merger within three (3) business days following receipt of such written notice (the termination right described in this bullet, the “Failure to Close Company Termination Right”).

Parent Termination Rights

Parent may also terminate by written notice the Merger Agreement and abandon the Merger at any time prior to the Effective Time if:

 

•

there has been a breach of any representation, warranty, covenant or agreement made by the Company in the Merger Agreement, or any such representation and warranty becomes untrue after the date of the Merger Agreement, such that the conditions set forth in the first five bullets of Parent’s and Merger Sub’s Closing Conditions would not be satisfied and such breach or failure to be true is not curable prior to the Termination Date or, if curable prior to the Termination Date, is not cured prior to the earlier of (i) thirty (30) days following written notice to the Company from Parent describing such breach or failure in reasonable detail and stating Parent’s intention to terminate the Merger Agreement and abandon the Merger and (ii) the Termination Date; provided that Parent will not have the right to terminate the Merger Agreement described in this bullet if Parent or Merger Sub is then in breach of any of its representations, warranties, covenants or agreements under the Merger Agreement such that the conditions set forth in the first three bullets of the Company’s Closing Conditions would not be satisfied (the termination right described in this bullet, the “Breach Parent Termination Right”); or

 

•

there has been a Change in Recommendation; provided that Parent will no longer be entitled to terminate the Merger Agreement after the adoption of the Merger Agreement by the Company’s stockholders (the “Change in Recommendation Termination Right”).

Effect of Termination

If the Merger Agreement is terminated and the Merger is abandoned pursuant to the terms of the Merger Agreement, the Merger Agreement, (other than as set forth below) will become void and of no effect with no liability on the part of any party to the Merger Agreement (or any of its respective affiliates or other non-recourse parties) relating to, based on or arising under or out of the Merger Agreement, the Transactions or the subject matter of the Merger Agreement (including the negotiation and performance of the Merger Agreement); provided, however, that no termination will relieve any party to the Merger Agreement from any liability:

 

•

for damages resulting from the willful breach of the Merger Agreement by, or the actual fraud of, any party to the Merger Agreement prior to such termination; or

 

•

any party to the Merger Agreement from any liability with respect to the Go-Shop Termination Fee, Company Termination Fee and Parent Termination Fee.

Termination Fees

The Company has agreed to pay Parent the Company Termination Fee if:

 

•

Parent terminates the Merger Agreement pursuant to the Change in Recommendation Termination Right;

 

•

the Company terminates the Merger Agreement pursuant to the Superior Proposal Termination Right; provided, that (i) such termination occurs after the Go-Shop Period and (ii) the parties to the Alternative Acquisition Agreement are not Excluded Parties; or

 

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•

if (i) the Merger Agreement is terminated (a) by Parent or the Company pursuant to the Termination Date Termination Right prior to the adoption of the Merger Agreement by the Company’s stockholders or the Stockholder No Vote Termination Right or (b) by Parent pursuant to the Breach Parent Termination Right, (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of the Merger Agreement, an acquisition proposal has been made to the Company or its Representatives or has been publicly announced or made (or publicly announced an intention, whether or not conditional, to make) (a “Company Acquisition Proposal”) (and in the case of termination pursuant to the Stockholder No Vote Termination Right, such Company Acquisition Proposal or publicly proposed or announced intention was made prior to the date of the special meeting (including any adjournments and postponements thereof)) and (iii) concurrently or within twelve (12) months after the date of a termination in either of the cases referred to in clauses (i)(a) and (i)(b) above, the Company or its subsidiaries have entered into a definitive agreement with respect to, or consummated, any Company Acquisition Proposal, then the Company will be obligated to pay the Company Termination Fee to Parent by wire transfer of immediately available funds concurrently upon the entry into definitive agreements for, or consummation of such a transaction, whichever is earlier; provided that solely for purposes of this bullet, the term “acquisition proposal” has the meaning assigned in the Merger Agreement, except that the references to “fifteen percent (15%) or more” are deemed to be references to “fifty percent (50%) or more”.

The Company agreed to pay the Go-Shop Termination Fee if:

 

•

the Company terminates the Merger Agreement pursuant to the Superior Proposal Termination Right; provided that such termination (i) occurred during the Go-Shop Period or (ii) the Company terminated to enter into an Alternative Acquisition Agreement with an Excluded Party.

Parent has agreed to pay the Company the Parent Termination Fee if the Merger Agreement is terminated:

 

•

by the Company pursuant to the Breach Company Termination Right or the Failure to Close Company Termination Right; or

 

•

by Parent pursuant to the Termination Date Termination Right at a time when the Company could have terminated the Merger Agreement pursuant to the Breach Company Termination Right or the Failure to Close Company Termination Right.

Miscellaneous

Specific Performance

The parties to the Merger Agreement have acknowledged and agreed that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the obligations, undertakings, covenants or agreements of the parties to the Merger Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the Company, on the one hand, and Parent and Merger Sub, on the other hand, will be entitled to seek an injunction or injunctions to prevent breaches or threatened breaches of the Merger Agreement by the other parties, and to enforce specifically the terms and provisions of the Merger Agreement (including the efforts covenants described above and the obligations to consummate the Merger and the Closing and to make the payments contemplated by the Merger Agreement) by a decree of specific performance without the necessity of proving actual harm or damages or posting a bond or other security therefor, this being in addition to any other remedy to which such party is entitled at law or in equity, and each party has agreed that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance or other equitable remedy is not an appropriate remedy for any reason at law or in equity. Without limitation of the foregoing, the parties have further acknowledged and agreed that prior to the Closing, the Company, on the one hand, and Parent and Merger Sub, on the other hand, will be entitled to seek specific performance to enforce

 

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specifically the terms and provisions of, and to prevent or cure breaches of the covenants required to be performed by, the other party under the Merger Agreement, and to cause the Company to consummate the Merger and the Closing, in addition to any other remedy to which the parties are entitled at law or in equity, including each party’s right to terminate the Merger Agreement and seek money damages. Each party to the Merger Agreement has further agreed that it will not take any position in any legal proceeding concerning the Merger Agreement that is contrary to the terms of the specific performance provisions of the Merger Agreement. Parent has agreed to cause Merger Sub to perform its obligations under the Merger Agreement.

Notwithstanding anything to the contrary in the Merger Agreement, the parties have explicitly agreed that the Company will be entitled to specific performance of Parent’s obligation to consummate the Closing, and to cause Parent and Merger Sub to exercise their rights under the Equity Commitment Letter to cause the equity financing commitments thereunder to be funded, only in the event that (i) all Mutual Closing Conditions and Parent’s and Merger Sub’s Closing Conditions have been and continue to be satisfied or waived (other than those that by their terms are to be satisfied at the Closing) and Parent fails to consummate the Merger on the date the Closing is required to have occurred pursuant to the Merger Agreement, (ii) the debt financing (or any alternative financing, as the case may be) has been funded or will be funded in accordance with the terms of the Debt Commitment Letters at the Closing, (iii) the Company has irrevocably confirmed in writing that it is ready, willing and able to consummate the Closing and that, if specific performance is granted and the debt financing is funded, then the Closing will occur in accordance with the Merger Agreement and (iv) Parent fails to consummate the Merger within two (2) business days following receipt of such notice.

For the avoidance of doubt, in no event will the exercise of any party’s right to seek specific performance reduce, restrict or otherwise limit such party’s right to terminate the Merger Agreement and/or pursue all applicable remedies at law, including seeking payment of the Parent Termination Fee or damages for fraud or willful breach to the extent expressly preserved by the Merger Agreement. Notwithstanding the foregoing, in no event will the Company or any of its affiliates be entitled to (x) obtain specific performance to effect the Closing after the Merger Agreement has been terminated in accordance with its terms or (y) payment of monetary damages of any kind (including the Parent Termination Fee) if the Company has been granted specific performance of the Merger Agreement, the Closing actually occurs and Parent makes all of the payments contemplated by the Merger Agreement.

Amendment of the Merger Agreement

Subject to the provisions of applicable law, at any time prior to the Effective Time, the Merger Agreement (including any schedule thereto) may be amended, modified or supplemented in writing by Parent, Merger Sub and the Company, by action of the board of directors of the respective parties.

Waiver

Any provision of the Merger Agreement may be waived prior to the Effective Time if, and only if, such waiver is in writing and signed by the party against whom the waiver is to be effective.

Governing Law; Submission to Jurisdiction; No Jury Trial

The Merger Agreement is governed by Delaware law, without giving effect to principles of conflicts of law thereof. Each of the parties to the Merger Agreement has (i) consented to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if the Court of Chancery lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom, in the event any dispute arises out of or is related to the Merger Agreement or any of the Transactions, (ii) agreed that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agreed that it will not bring any action, suit, arbitration or proceeding by or before any governmental entity (each, an “Action”) relating to the Merger Agreement or any of the Transactions in any court other than the Court

 

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of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom, (iv) waived any objection that it may now or hereafter have to the venue of any such Action in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom or that such Action was brought in an inconvenient court and agrees not to plead or claim the same, and (v) consented to service being made through the notice procedures set forth in the Merger Agreement. Each of the Company, Parent and Merger Sub agreed that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth in the Merger Agreement will be effective service of process for any Action in connection with the Merger Agreement or the Transactions.

Each of Parent, Merger Sub and the Company waived any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to the Merger Agreement or the Transactions. Notwithstanding anything to the contrary contained in the Merger Agreement, the Company (on behalf of itself and its subsidiaries), Parent and Merger Sub waived any right to trial by jury with respect to any action related to any debt financing obtained by Parent or any of its subsidiaries in connection with the Merger or the performance thereof or the transactions contemplated thereby.

Expenses

Except as otherwise provided with respect to the termination fees discussed above, whether or not the Merger is consummated, all costs and expenses incurred in connection with the Merger Agreement and the Transactions contemplated by the Merger Agreement will be paid by the party incurring such expense, except that (i) expenses incurred in connection with the filing fee for this proxy statement and printing and mailing of this proxy statement will be shared equally by Parent and the Company and (ii) Parent will be responsible for, and pay, one hundred percent (100%) of the filing fees in connection with the filings required under the HSR Act and any other filings required or advisable by any governmental entity pursuant to the Merger Agreement.

All transfer, documentary, sales, use, stamp, registration and other similar taxes and fees (including penalties and interest) incurred in connection with the Merger will be paid by or on behalf of Parent when due and payable.

 

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PARTIES TO THE MERGER

CBIZ

CBIZ is a leading professional services advisor to middle-market businesses nationwide. With industry knowledge and expertise in accounting, tax, advisory, benefits, insurance, and technology, CBIZ delivers actionable insights to help clients anticipate what is next and discover new ways to accelerate growth. CBIZ has more than 9,500 team members across more than 140 locations in 23 major markets coast to coast. CBIZ was originally incorporated under the name “Stout Associates, Inc.” on June 16, 1987.

The Company’s website address is www.cbiz.com. The information provided on the Company’s website is not part of this proxy statement and is not incorporated by reference in this proxy statement by this or any other reference to the Company’s website in this proxy statement.

Additional information about CBIZ is contained in the Company’s public filings, which are incorporated by reference in this proxy statement. See the section entitled “Where You Can Find More Information,” beginning on page [●], for more information.

The principal office address of CBIZ is 5959 Rockside Woods Blvd. N. Suite 600, Independence, Ohio 44131, and its telephone number is (216) 447-9000.

Parent

Parent was incorporated in Delaware on July 23, 2026 solely for the purpose of engaging in the Transactions, including the Merger. Parent is an affiliate of Grant Thornton. Parent has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with the Transactions, including the structuring and negotiation of the Transactions and arranging financing therefor.

The principal office address of Parent is 171 North Clark, Suite 200, Chicago, Illinois 60601, and its telephone number is (312)  856-0200.

Merger Sub

Merger Sub was incorporated in Delaware on July 23, 2026 solely for the purpose of engaging in the Transactions, including the Merger. Merger Sub is a direct wholly owned subsidiary of Parent and an affiliate of Grant Thornton. Merger Sub has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with the Transactions, including the structuring and negotiation of the Transactions and arranging financing therefor. Upon completion of the Merger, Merger Sub will merge with and into CBIZ and Merger Sub will cease to exist.

The principal office address of Merger Sub is 171 North Clark, Suite 200, Chicago, Illinois 60601, and its telephone number is (312) 856-0200.

 

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THE SPECIAL MEETING

We are furnishing this proxy statement as part of the solicitation of proxies by the Board for use at the Special Meeting and at any properly convened meeting following an adjournment or postponement of the Special Meeting.

Date, Time and Place of the Special Meeting

CBIZ will hold the Special Meeting via live webcast on [●] 2026, at [●] Eastern Time. To participate in the Special Meeting virtually through the internet, please visit [●]. You will need the 16-digit control number shown on your proxy card or voting instructions form to vote during the meeting. If you are a stockholder and you do not have your 16-digit control number, you will only be able to listen to the Special Meeting. If you cannot locate your 16-digit control number, stockholders who hold their Shares in “street name” should contact their bank, broker or other nominee (preferably at least five days before the Special Meeting) and obtain their 16-digit control number. We encourage you to allow ample time for online check-in, which will open at [●] Eastern Time. Please note that you will not be able to attend the Special Meeting in person.

Purpose of the Special Meeting

At the Special Meeting, holders of Shares as of the Record Date will be asked to consider and vote on:

 

1.

the Merger Agreement Proposal;

 

2.

the Merger-Related Compensation Proposal; and

 

3.

the Adjournment Proposal.

The Company’s stockholders must approve the Merger Agreement Proposal by the affirmative vote of holders of a majority of the outstanding Shares entitled to vote on such matter as of the Record Date, in order for the Merger to occur. If the Company’s stockholders fail to approve the Merger Agreement Proposal, the Merger will not occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement. You are encouraged to read the Merger Agreement carefully in its entirety.

The votes on the Adjournment Proposal and the Merger-Related Compensation Proposal are separate and apart from the vote on the Merger Agreement Proposal. Accordingly, a stockholder may vote in favor of the Adjournment Proposal and/or the Merger-Related Compensation Proposal and vote not to approve the Merger Agreement Proposal.

Recommendation of the Board

The Board evaluated the Merger in consultation with the Company’s management and legal and financial advisors and unanimously (i) approved and declared advisable the Merger Agreement and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, (ii) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders, (iii) resolved to recommend to the stockholders of the Company the adoption of the Merger Agreement and the Transactions in accordance with the DGCL and (iv) directed the Merger Agreement be submitted to the holders of Shares for their consideration and adoption.

The Merger Agreement and the Transactions, including the Merger, have been unanimously approved by the Board. The Board recommends a vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Record Date and Quorum

Each holder of record of Shares as of the close of business on the Record Date, is entitled to receive notice of, and to vote at, the Special Meeting. Each such holder will be entitled to one vote for each Share that it owned

 

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on the Record Date. As of [●], 2026, there were [●] Shares issued and outstanding and entitled to vote at the Special Meeting.

The presence at the Special Meeting, by attendance via the virtual meeting website or by proxy, of the holders of a majority of the Shares entitled to vote on every matter that is to be voted on at the meeting constitutes a quorum for the Special Meeting.

If you are a holder of Shares as of the Record Date and you submit a proxy to vote your Shares by mail, by telephone or through the internet or you attend the Special Meeting via the virtual meeting website, then your Shares will be counted as part of the quorum. If you are a “street name” holder of Shares and you provide your bank, broker, trust or other nominee with voting instructions, then your Shares will be counted in determining the presence of a quorum. If you are a “street name” holder of the Shares and you do not provide your bank, broker, trust or other nominee with voting instructions, then your Shares will not be counted in determining the presence of a quorum.

A quorum is necessary to transact business at the Special Meeting. Once a Share entitled to vote at the Special Meeting is present via the virtual meeting website or represented by proxy at the Special Meeting, it will be counted for the purpose of determining a quorum at the Special Meeting and any adjournment of the Special Meeting, even if the Share is not voted, including any Shares for which a stockholder directs to abstain from voting. If a quorum is not present at the Special Meeting, then the Company may seek to adjourn the Special Meeting.

Vote Required for Approval

Merger Agreement Proposal. The approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote on such matter as of the Record Date. Abstentions and failures to vote will have the same effect, assuming a quorum is present, as a vote “AGAINST” the Merger Agreement Proposal.

Merger-Related Compensation Proposal. The approval of the Merger-Related Compensation Proposal requires the affirmative vote of the holders of a majority in voting power of the Shares present in person or represented by proxy at the Special Meeting and entitled to vote on such matter. Failures to vote will have no effect on approval of the Merger-Related Compensation Proposal, assuming a quorum is present; however, abstentions from voting will have the same effect as a vote “AGAINST” the Merger-Related Compensation Proposal.

Adjournment Proposal. The approval of the Adjournment Proposal requires, assuming a quorum is present, the affirmative vote of the holders of a majority in voting power of the Shares present in person or represented by proxy at the Special Meeting and entitled to vote on such matter. Failures to vote will have no effect on approval of the Adjournment Proposal, assuming a quorum is present; however, abstentions from voting will have the same effect as a vote “AGAINST” the Adjournment Proposal.

Shares Held by the Company’s Directors and Executive Officers

Our directors and executive officers have informed us that they currently intend to vote all of their respective Shares: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Merger-Related Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

As of [●], 2026, the Record Date for the Special Meeting, our directors and executive officers directly owned, in the aggregate, [●] Shares entitled to vote at the Special Meeting, or collectively approximately [●]% of all the outstanding Shares entitled to vote at the Special Meeting.

 

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Broker Non-Votes

Under applicable stock exchange rules, all of the proposals in this proxy statement are non-routine matters. A bank, broker, trust or other nominee may exercise discretion in voting on routine matters, but may not exercise discretion, and therefore will not vote on non-routine matters, if instructions are not given. Accordingly, if your Shares are held in “street name”, a bank, broker, trust or other nominee will NOT be able to vote your Shares, and your Shares will not be counted in determining the presence of a quorum unless you have properly instructed your bank, broker, trust or other nominee on how to vote your Shares. Because all of the proposals in this proxy statement are non-routine matters, we do not expect that there will be broker non-votes on any of the proposals.

How to Vote

Holders of Shares as of the Record Date can have their shares voted (i) by proxy by completing a proxy card and mailing it in the prepaid envelope provided, (ii) by calling a toll-free telephone number or (iii) through the internet or (iv) at the Special Meeting via the virtual meeting website. Please refer to your proxy card or the information forwarded by your bank, broker, trust or other nominee to see which options are available to you. The telephone and internet facilities for holders of Shares as of the Record Date to submit proxies will close at 11:59 p.m., Eastern Time on [●], 2026, the day before the Special Meeting. If you choose to submit your proxy by mailing a proxy card, your proxy card must be completed, signed, dated and returned in the enclosed postage-paid reply envelope or otherwise filed with our Corporate Secretary no later than 11:59 p.m., Eastern Time, on [●], 2026, the day before the Special Meeting.

If you submit your proxy by mail, by telephone or through the internet voting procedures, but do not include “FOR,” “AGAINST” or “ABSTAIN” on a proposal to be voted, your Shares will be voted “FOR” the Merger Agreement Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal. If you indicate “ABSTAIN” on a proposal to be voted, assuming a quorum is present, it will have the same effect as a vote “AGAINST” that proposal. If you wish to vote by proxy and your Shares are held by a bank, broker, trust or other nominee, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee for your Shares to be voted at the Special Meeting. Your bank, broker, trust or other nominee will NOT be able to vote your Shares on the proposals unless you have properly instructed your bank, broker, trust or other nominee on how to vote your Shares.

If you wish to vote by attending the Special Meeting via the virtual meeting website and your Shares are held in “street name,” you will need a 16-digit control number to vote during the Special Meeting. If you cannot locate your 16-digit control number, stockholders who hold their Shares in “street name” should contact their bank, broker or other nominee (preferably at least five days before the Special Meeting) and obtain their 16-digit control number.

If you do not submit a proxy or otherwise vote your Shares in any of the ways described above, it will have the same effect as a vote “AGAINST” the Merger Agreement Proposal, but will have no effect on the approval of the Merger-Related Compensation Proposal or the Adjournment Proposal, assuming a quorum is present at the Special Meeting.

YOU SHOULD NOT SEND IN YOUR STOCK CERTIFICATE(S) WITH YOUR PROXY CARD.

A letter of transmittal with instructions for the surrender of certificates representing Shares or book-entry Shares will be mailed to stockholders if the Merger is completed.

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor, Innisfree M&A Incorporated. Stockholders may call toll-free at + 1 (877) 750-0637 (U.S. and Canada) or +1 (412) 232-3651 (all other countries); banks and brokerage firms may call collect at +1 (212) 750-5833.

 

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Revocation of Proxies

Any proxy given by a CBIZ stockholder may be revoked at any time before it is voted at the Special Meeting by doing any of the following:

 

•

by submitting another proxy by telephone or through the internet, in accordance with the instructions on the proxy card;

 

•

by delivering a signed written notice of revocation bearing a date later than the date of the proxy to Jaileah X. Huddleston, Corporate Secretary, 5959 Rockside Woods Blvd. N., Suite 600, Independence, Ohio 44131, stating that the proxy is revoked;

 

•

by submitting a later-dated proxy card relating to the same Shares; or

 

•

by attending the Special Meeting via the virtual meeting website and voting at the meeting (your attendance at the Special Meeting will not, by itself, revoke your proxy; you must vote at the Special Meeting via the virtual meeting website).

“Street name” holders of Shares should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies.

All properly submitted proxies received by us before the Special Meeting that are not revoked or changed prior to being exercised at the Special Meeting will be voted at the Special Meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, “FOR” each of the proposals.

Adjournments and Postponements

Although it is not currently expected, the Special Meeting may be adjourned or postponed one or more times to a later day or time if necessary or appropriate to ensure that any necessary supplement or amendment to this proxy statement is provided to Company stockholders a reasonable amount of time in advance of the Special Meeting or to solicit additional proxies in favor of the Merger Agreement Proposal if there are insufficient votes at the time of the Special Meeting to approve such proposal. Your Shares will be voted on the Adjournment Proposal in accordance with the instructions indicated in your proxy or, if no instructions were provided, “FOR” the proposal.

If a quorum is not present at the Special Meeting, then the Company may seek to adjourn the Special Meeting. Pursuant to the bylaws of the Company, in the absence of a quorum, the holders of a majority of the Shares present in person or by proxy may adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall attend. Further, pursuant to the bylaws of the Company, the chair of the meeting may adjourn the Special Meeting for any reasonable purpose. In addition, the Board may, after consultation with Parent, postpone the Special Meeting for the purpose of soliciting additional proxies or as otherwise permitted under the Merger Agreement. If required by Parent on no more than two (2) occasions, the Company shall postpone or adjourn the Special Meeting for a reasonable period of time not to exceed ten (10) business days in the aggregate for the purpose of receiving additional proxies, whether or not a quorum is present and/or ensuring that enough Shares will be represented to constitute a quorum necessary to conduct the business of the Special Meeting.

Solicitation of Proxies

The Company is soliciting the enclosed proxy card on behalf of the Board. The Company will bear the cost of this solicitation, except that, in accordance with the terms of the Merger Agreement, expenses incurred in connection with the filing fee for this proxy statement and printing and mailing of this proxy statement will be shared equally by Parent and the Company. In addition to solicitation by mail, the Company and its directors, officers and employees may solicit proxies in person, by telephone or by electronic means. These persons will not be specifically compensated for doing this.

 

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The Company has retained Innisfree M&A Incorporated to assist in the solicitation process. The Company will pay Innisfree M&A Incorporated a fee of approximately $60,000 and will reimburse Innisfree M&A Incorporated for reasonable out-of-pocket expenses.

The Company will ask banks, brokers, trusts and other nominees to forward the Company proxy solicitation materials to the beneficial owners of Shares held of record by such banks, brokers, trusts or other nominees. The Company will reimburse these banks, brokers, trusts or other nominees for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Questions and Additional Information

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor, Innisfree M&A Incorporated. Stockholders may call toll-free at +1 (877) 750-0637 (U.S. and Canada) or +1 (412) 232-3651 (all other countries); banks and brokerage firms may call collect at +1 (212) 750-5833.

 

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PROPOSAL 1: THE MERGER AGREEMENT PROPOSAL

The Proposal

The Company is asking you to approve the Merger Agreement Proposal. You should carefully read this proxy statement in its entirety for more detailed information concerning the Merger Agreement and the Merger. In particular, you should read in its entirety the Merger Agreement, which is attached as Annex A to this proxy statement. In addition, see the sections entitled “The Merger,” beginning on page [●], and “The Merger Agreement,” beginning on page [●].

Vote Required and Board Recommendation

The approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote on such matter as of the Record Date. Abstentions and failure to vote will have the same effect, assuming a quorum is present, as a vote “AGAINST” the Merger Agreement Proposal.

Your vote is very important. If you fail to return your proxy, submit a proxy by telephone or through the internet or virtually attend the Special Meeting, your Shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting or be voted at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. If you, as CBIZ stockholder, return a properly executed proxy card, but do not indicate instructions on your proxy card, your Shares represented by such proxy card will be voted “FOR” the Merger Agreement Proposal.

The Board recommends a vote “FOR” the Merger Agreement Proposal.

 

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PROPOSAL 2: MERGER-RELATED COMPENSATION PROPOSAL

The Proposal

As required by Item 402(t) of Regulation S-K under the Securities Act and Section 14A of the Exchange Act, we are providing our holders of Shares as of the Record Date the opportunity to cast a vote to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to CBIZ’s named executive officers that is based on or otherwise relates to the Merger as disclosed in the section entitled “The Merger-Summary of Potential Transaction Payments to Named Executive Officers,” beginning on page [●], including the table in such section and accompanying footnotes.

Vote Required and Board Recommendation

As an advisory vote, this proposal is not binding upon CBIZ or the Board, and approval of this proposal is not a condition to completion of the Merger. Because the Merger-related executive compensation to be paid in connection with the Merger is based on the terms of the Merger Agreement as well as the contractual arrangements between CBIZ and the named executive officers, such compensation may be paid or become payable, regardless of the outcome of this advisory vote, if the Merger Agreement is adopted (subject only to the contractual conditions in the Merger Agreement applicable thereto as well as any applicable contractual arrangements between CBIZ and the named executive officers). Accordingly, you are asked to vote on the following resolution:

“RESOLVED, that the stockholders of CBIZ, Inc. approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the named executive officers of CBIZ, Inc. that is based on or otherwise relates to the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The Merger-Summary of Potential Transaction Payments to Named Executive Officers.”

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your Shares represented by such proxy card will be voted “FOR” the Merger-Related Compensation Proposal.

The approval of the Merger-Related Compensation Proposal requires the affirmative vote of the holders of a majority in voting power of the Shares present in person or represented by proxy at the Special Meeting and entitled to vote on the matter. The vote is advisory only and, therefore, not binding on the Company or Parent or any of their respective subsidiaries, and, if the Merger is completed, the compensation that is based on or otherwise relates to the Merger will be paid or become payable to our named executive officers even if this proposal is not approved. Failures to vote will have no effect on approval of the Merger-Related Compensation Proposal, assuming a quorum is present; however, abstentions from voting will have the same effect as a vote “AGAINST” the Merger-Related Compensation Proposal.

The Board recommends a vote “FOR” the Merger-Related Compensation Proposal.

 

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PROPOSAL 3: ADJOURNMENT PROPOSAL

The Proposal

The Company is asking you to approve one or more proposals to adjourn the Special Meeting to a later date or time if necessary or appropriate to ensure that any necessary supplement or amendment to this proxy statement is provided to Company stockholders a reasonable amount of time in advance of the Special Meeting or to solicit additional proxies in favor of the Merger Agreement Proposal if there are insufficient votes at the time of the Special Meeting to approve such proposal. If the Company’s stockholders approve the Adjournment Proposal, the Company could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously returned properly executed proxies voting against the Merger Agreement Proposal (other than in respect of any proposal for which the vote has been taken and the polls have been closed at the Special Meeting). Among other things, approval of the Adjournment Proposal could mean that, even if the Company had received proxies representing a sufficient number of votes against the Merger Agreement Proposal such that the Merger Agreement Proposal would be defeated, the Company could adjourn the Special Meeting without a vote on the Merger Agreement Proposal and seek to convince the holders of those Shares to change their votes to votes in favor of any such proposal. Additionally, if a quorum is not present at the Special Meeting, then the Company may seek to adjourn the Special Meeting. Pursuant to the bylaws of the Company, in the absence of a quorum, the holders of a majority of the Shares present in person or by proxy may adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall attend. Pursuant to the bylaws of the Company, the chair of the meeting may adjourn the Special Meeting for any reasonable purpose.

Vote Required and Board Recommendation

The approval of the Adjournment Proposal requires, assuming a quorum is present, the affirmative vote of holders of a majority in voting power of the Shares present in person or represented by proxy at the Special Meeting and entitled to vote on the matter. Failures to vote will have no effect on approval of the proposal, assuming a quorum is present; however, abstentions from voting will have the same effect as a vote “AGAINST” the Adjournment Proposal.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your Shares represented by such proxy card will be voted “FOR” the proposal to adjourn the Special Meeting to a later date or time if necessary or appropriate.

The Board recommends a vote “FOR” the Adjournment Proposal.

 

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APPRAISAL RIGHTS

Record holders and beneficial owners of Shares who comply with the procedures summarized below will be entitled to appraisal rights if the Merger is completed. Under Section 262 of the DGCL (which we refer to as “Section 262”), record holders and beneficial owners of Shares with respect to which appraisal rights are properly demanded and perfected and not withdrawn or lost are entitled to have such Shares appraised by the Delaware Court of Chancery. Shares held by record holders and beneficial owners who properly exercise appraisal rights in accordance with Section 262 of the DGCL will not be converted into the right to receive the Merger Consideration, but instead will be canceled and represent the right to receive, in lieu of the Merger Consideration, a cash payment that is equal to the “fair value” of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) at the Effective Time, as determined by the Delaware Court of Chancery, together with interest, if any as determined in accordance with Section 262 (the “appraisal payment”). The fair value of such Shares could be more than, less than or equal to the Merger Consideration. CBIZ is required to send a notice to that effect to each record holder, as of the Record Date, not less than 20 days prior to the Special Meeting and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes that notice to the record holders and beneficial owners of Shares.

The following is a brief summary of Section 262, which sets forth the procedures for demanding statutory appraisal rights. This summary, however, is not a complete statement of the applicable requirements, and is qualified in its entirety by reference to Section 262, the full text of which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. All references in Section 262 to “stockholder” and in this summary to a “stockholder” or “record holder” are to the record holder of Shares as to which appraisal rights are asserted and all references to a “beneficial owner” are to a person who is the beneficial owner of Shares held either in voting trust or by a nominee on behalf of such person. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262. Failure to comply timely and properly with the requirements of Section 262 may result in the loss of your appraisal rights under the DGCL. This notice does not constitute any legal or other advice, nor does it constitute a recommendation that stockholders or beneficial owners of Shares exercise their appraisal rights under Section 262. YOU ARE STRONGLY ENCOURAGED TO CONSULT A LEGAL ADVISOR BEFORE ATTEMPTING TO EXERCISE YOUR APPRAISAL RIGHTS.

Stockholders and beneficial owners of Shares who desire to exercise their appraisal rights must do ALL of the following: (i) not vote in favor of the adoption of the Merger Agreement, (ii) deliver in the manner set forth below a written demand for appraisal of the stockholder’s or beneficial owner’s Shares to the Corporate Secretary of CBIZ before the vote on the Merger Agreement Proposal at the Special Meeting is taken, (iii) continuously hold of record or beneficially own, as applicable, such Shares from the date of making the demand through completion of the Merger and (iv) otherwise comply with the requirements of Section 262.

A demand for appraisal must be executed by or for the stockholder or beneficial owner, as applicable. The demand should set forth, fully and correctly, the person’s identity. If Shares are owned of record or beneficially owned by more than one person, as in a joint tenancy or tenancy in common, the demand must be executed by or on behalf of all such joint holders of record or beneficial owners. An authorized agent, including an agent of two or more joint holders of record or beneficial owners, may execute the demand for appraisal for a stockholder of record or beneficial owner; however, the agent must identify the record holder or beneficial owner or owners, respectively, and expressly disclose that, in exercising the demand, the agent is acting as agent for the record holder or beneficial owner or owners, as applicable.

 

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As required by Section 262, a demand for appraisal must be in writing. Stockholders and beneficial owners who elect to demand appraisal of their Shares must mail or deliver their written demand to:

CBIZ, Inc.

5959 Rockside Woods Blvd. N., Suite 600, Independence, Ohio 44131

Attention: Jaileah X. Huddleston, Corporate Secretary

The written demand for appraisal should specify the stockholder’s name and mailing address. In addition, in the case of a demand for appraisal of a beneficial owner, the demand must also (1) reasonably identify the holder of record of the Shares for which the demand is made, (2) be accompanied by documentary evidence of the beneficial owner’s ownership of such Shares (such as a brokerage or securities account statement containing such information or a letter from the broker or other record holder of such Shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be and (3) provide an address at which such beneficial owner consents to receive notices given by the surviving corporation under Section 262 of the DGCL and the verified list required by subsection (f) of Section 262 of the DGCL (discussed further below). Whether made by a holder of record or a beneficial owner, the written demand must reasonably inform CBIZ that the stockholder or beneficial owner intends thereby to demand an appraisal such person’s Shares. The written demand must be received by CBIZ prior to the vote on the Merger Agreement Proposal at the Special Meeting. Neither voting (via the virtual meeting website or by proxy) against, abstaining from voting on or failing to vote on the Merger Agreement Proposal will alone suffice to constitute a written demand for appraisal within the meaning of Section 262. In addition, the stockholder or beneficial owner must not vote its Shares in favor of adoption of the Merger Agreement Proposal. An executed proxy that does not contain voting instructions will, unless revoked, be voted in favor of adoption of the Merger Agreement Proposal and will cause the person’s right of appraisal to be lost. Therefore, anyone who desires to exercise appraisal rights should either (x) refrain from executing and submitting the enclosed proxy card or (y) vote by proxy against the adoption of the Merger Agreement Proposal or affirmatively register an abstention with respect thereto. In the case of a beneficial owner, brokers, banks and other nominees that hold Shares in “street name” for their customers do not have discretionary authority to vote on the Merger Agreement Proposal without specific voting instructions from the beneficial owner on such proposal, but such brokers, banks or other nominees will vote such Shares as instructed if the beneficial owner provides such instructions. If a beneficial owner of Shares held in “street name” instructs such person’s broker, bank or other nominee to vote such person’s Shares in favor of the Merger Agreement Proposal, and does not revoke such instruction prior to the vote on the Merger Agreement Proposal, then such Shares will be voted in favor of the Merger Agreement Proposal, and it will cause such beneficial owner to lose his, her or its right to appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a beneficial owner who wishes to exercise appraisal rights must either not provide any instructions to such person’s broker, bank or other nominee how to vote on the Merger Agreement Proposal or must instruct such broker, bank or other nominee to vote against the Merger Agreement Proposal or abstain from voting on such proposal.

Within 120 days after completion of the Merger, but not thereafter, either the Surviving Corporation or any stockholder or beneficial owner of Shares who has timely and properly demanded appraisal of such stockholder’s or beneficial owner’s Shares and who has complied with the requirements of Section 262 and is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder or beneficial owner, demanding a determination of the fair value of the Shares of all stockholders and beneficial owners who have properly demanded appraisal. There is no present intent on the part of CBIZ as the Surviving Corporation to file an appraisal petition, and stockholders or beneficial owners seeking to exercise appraisal rights should not assume that the Surviving Corporation will file such a petition or that the Surviving Corporation will initiate any negotiations with respect to the fair value of such Shares. Accordingly, stockholders and beneficial owners who desire to have their Shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. If no such petition is filed within that 120-day period, appraisal rights will be lost for such person.

 

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Within 120 days after completion of the Merger, any stockholder or beneficial owner who has complied with the applicable provisions of Section 262 will be entitled, upon request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal), to receive from the Surviving Corporation a statement setting forth the aggregate number of Shares not voting in favor of the Merger and with respect to which demands for appraisal were received by the Surviving Corporation and the aggregate number of holders or beneficial owners of such Shares (provided that, in the case of a demand made by a beneficial owner in such person’s name, the record holder of such Shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). Such statement must be mailed within ten (10) days after a written request therefor has been received by the Surviving Corporation or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for appraisal is duly filed by a CBIZ stockholder or beneficial owner and a copy of the petition is delivered to the Surviving Corporation, then the Surviving Corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders and beneficial owners who have demanded an appraisal of their Shares and with whom agreements as to the value of their Shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order the Delaware Register in Chancery to provide notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the persons shown on the verified list. 

After notice to stockholders and beneficial owners who have demanded appraisal, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery will conduct a hearing upon the petition and determine those stockholders and beneficial owners who have complied with Section 262 and who have become entitled to appraisal rights. The Delaware Court of Chancery may require the stockholders and beneficial owners who have demanded an appraisal for their Shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder or beneficial owner. The Delaware Court of Chancery must dismiss an appraisal proceeding as to all stockholders and beneficial owners who assert appraisal rights unless (i) the total number of Shares entitled to appraisal exceeds 1% of the outstanding Shares of the class or series eligible for appraisal, or (ii) the value of the consideration provided in the Merger for such total number of Shares seeking appraisal exceeds $1,000,000. Where proceedings are not dismissed, and after determining the stockholders and beneficial owners entitled to an appraisal, the appraisal proceeding will be conducted, as to the Shares owned by such stockholders or beneficial owners, in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings.

After a hearing on such petition, the Delaware Court of Chancery will determine which stockholders and beneficial owners are entitled to appraisal rights and thereafter will appraise the Shares owned by those stockholders and beneficial owners, determining the fair value of the Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid, if any, upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, and except as provided in subsection (h) of Section 262, interest from the date the Merger is completed through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharges) as established from time to time during the period between the date the Merger is completed and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the combined company may pay to each former stockholder and beneficial owner entitled to appraisal an amount in cash, in which case interest will accrue thereafter as provided in Section 262 only upon the sum of (i) the difference, if any, between the amount so paid and the fair value of the Shares as determined by the Delaware Court of Chancery, and (ii) interest theretofore accrued, unless paid at that time. In determining fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., et al., the Delaware Supreme Court stated that “proof of value by any

 

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techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered in an appraisal proceeding and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value the court may consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be determined “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”

Stockholders and beneficial owners of Shares considering seeking appraisal should bear in mind that the fair value of their Shares determined under Section 262 could be more than, the same as, or less than the Merger Consideration they are entitled to receive pursuant to the Merger Agreement if they do not seek appraisal of their Shares, and that opinions of investment banking firms as to the fairness from a financial point of view of the consideration payable in a transaction are not opinions as to fair value under Section 262. CBIZ reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a Share is less than the applicable Merger Consideration.

Upon application by the Surviving Corporation or by any stockholder or beneficial owner of Shares entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the verified list filed by the Surviving Corporation pursuant to subsection (f) of Section 262 of the DGCL may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262 of the DGCL. The Delaware Court of Chancery will direct the payment of the fair value of the Shares, together with interest, if any, by the Surviving Corporation, as the surviving entity, to the persons entitled thereto. Payment shall be so made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such Court may be enforced.

The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. The Delaware Court of Chancery may order that all or a portion of the expenses incurred by such stockholder or beneficial owner of Shares in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all Shares entitled to appraisal. In the absence of such a determination of assessment, each party bears its own expenses.

From and after the date of completion of the Merger, any stockholder or beneficial owner of Shares who has duly demanded appraisal in compliance with Section 262 will not, after completion of the Merger, be entitled to vote for any purpose any Shares subject to such demand or to receive payment of dividends or other distributions on such Shares, except for dividends or distributions payable to stockholders at a date prior to completion of the Merger.

Within 10 days after the Effective Time, the Surviving Corporation must give notice of the date that the Merger became effective to each of the stockholders and beneficial owners of Shares who have perfected and not withdrawn a written demand for appraisal in accordance with Section 262. At any time within 60 days after completion of the Merger, any stockholder or beneficial owner of Shares who has demanded appraisal and who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to

 

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