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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
January 15, 2025
Date of Report (Date of earliest event reported)
CBIZ, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
Delaware | | 1-32961 | | 22-2769024 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
5959 Rockside Woods Blvd. N., Suite 600
Independence, Ohio 44131
(Address of principal executive offices, including zip code)
216-447-9000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange On which registered |
Common Stock, $0.01 par value | | CBZ | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02(d) Election of New Director.
On January 15, 2025, the Board of Directors (the "Board") of CBIZ, Inc. (the "Company") expanded the number of its directors to ten and appointed Ms. Kathy A. Raffa to serve as an independent director. Ms. Raffa will serve through the 2027 Annual Meeting, at which time she is expected to stand for election. As a non-employee director, she will receive the standard compensation for a CBIZ non-employee director as outlined in the Company's proxy statements. Ms. Raffa is not a party to any related party transactions outlined in Item 404(a) of Regulation S-K. As previously disclosed, in connection with the Company’s recent acquisition, Marcum had the right pursuant to the Merger Agreement to nominate a director to be appointed to the Board, subject to compliance with certain requirements and the recommendation of the Company’s Nominating and Governance committee and approval by the Board. Ms. Raffa was nominated pursuant to this right. She served as the Office Managing Partner for Marcum’s Washington, D.C. region prior to her retirement in October 2023. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01(d) Exhibits.
| | | | | |
Exhibit No. | Description |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 21, 2025
CBIZ, Inc.
| | | | | | | | |
By: | | /s/ Jaileah X. Huddleston |
Name: | | Jaileah X. Huddleston |
Title: | | Senior Vice President, Chief Legal Officer, and Corporate Secretary |
CBIZ BOARD ADDS KATHY RAFFA AS INDEPENDENT DIRECTOR
CLEVELAND, OHIO – Jan. 21, 2025 – CBIZ, Inc. (NYSE: CBZ) ("the Company"), a leading national professional services advisor, today announced the appointment of Kathy Raffa as an independent director to the Company's Board of Directors, effective Jan. 15, 2025. Ms. Raffa was added to the Board of Directors pursuant to CBIZ’s acquisition of the non-attest assets of Marcum, which closed Nov. 1, 2024.
Ms. Raffa was President of Raffa, PC, a top 100 accounting firm based in Washington, D.C., where she also served as an Audit Partner for over 25 years prior to its merger with Marcum in 2018. She then served as the Office Managing Partner for Marcum’s offices in the D.C. region until her retirement in October 2023.
Ms. Raffa has more than 40 years of experience providing audit, accounting and consulting services to clients primarily in the nonprofit industry. Ms. Raffa’s clients included community-based, national and international charitable organizations, trade associations, performing arts organizations, museums, religious institutions, private and charter schools, and private foundations.
Ms. Raffa spent the first 10 years of her career at Coopers & Lybrand (now Pricewaterhouse Coopers) where she specialized in providing audit services to nonprofit and higher education organizations. She was responsible for the audits of many of their largest nonprofit clients.
"We are pleased to welcome Kathy Raffa to the CBIZ Board of Directors,” said Jerry Grisko, President and CEO of CBIZ. “Kathy’s deep knowledge of the accounting industry, her familiarity with the Marcum organization, her proven business acumen and her significant leadership experience will make her an invaluable contributor to our Board.”
Ms. Raffa is a graduate of The Wharton School at the University of Pennsylvania and is a Certified Public Accountant licensed in the District of Columbia and Maryland. She currently serves on the Board of Directors of EagleBank and Eagle Bancorp, Inc., and previously served on several nonprofit boards including Trinity Washington University and Levine Music. She has been a member of The Economic Club of Washington, D.C., and the city’s Federal City Council.
About CBIZ
CBIZ, Inc. (NYSE: CBZ) is a leading professional services advisor to middle-market businesses and organizations nationwide. With unmatched industry knowledge and expertise in accounting, tax, advisory, benefits, insurance, and technology, CBIZ delivers forward-thinking insights and actionable solutions to help clients anticipate what's next and discover new ways to accelerate growth. CBIZ has more than 10,000 team members across more than 160 locations in 21 major markets coast to coast. For more information, visit www.cbiz.com.
CONTACTS: Media: Amy McGahan, Director of Corporate & Strategic Communications, amy.mcgahan@cbiz.com; Investor Relations: Lori Novickis, Director, Corporate Relations, lnovickis@cbiz.com; CBIZ, Inc., Cleveland, Ohio, (216) 447-9000
| | | | | |
CBIZ is a consulting, tax and financial services provider that works closely with CBIZ CPAs P.C., an independent CPA firm that provides audit, review and other attest services. | CBIZ.COM |
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