CBOE HOLDINGS,INC. (NASDAQ:CBOE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CBOE HOLDINGS,INC. (NASDAQ:CBOE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

As previously disclosed, on September25, 2016, CBOE
Holdings,Inc., a Delaware corporation (CBOE Holdings),
Bats Global Markets,Inc., a Delaware corporation
(Bats), CBOE
Corporation, a Delaware corporation and a wholly owned subsidiary
of CBOE Holdings, and CBOE V, LLC, a Delaware limited liability
company and a wholly owned subsidiary of CBOE Holdings, entered
into an Agreement and Plan of Merger (the Merger
Agreement
), providing, among other things, that,
upon the terms and subject to the conditions set forth in the
Merger Agreement, (i)CBOE Corporation will merge with and into
Bats, with Bats surviving as a wholly owned subsidiary of CBOE
Holdings (the Merger), and
(ii)following the completion of the Merger, the surviving
corporation from the Merger will merge with and into CBOE V, LLC
(the Subsequent
Merger
), with CBOE V, LLC surviving the Subsequent
Merger and continuing as a wholly owned subsidiary of CBOE
Holdings.

Board Composition

The Merger Agreement provides that CBOE Holdings will take all
requisite actions so that, as of the effective time of the Merger
(the Effective Time),
the CBOE Holdings board of directors (the Board) will
consist of 14 directors, including three individuals designated
by Bats who were serving on the Bats board immediately prior to
the Effective Time and comply with the policies of the Nominating
and Governance Committee of the Board disclosed to Bats. to the
terms of the Merger Agreement, on February16, 2017, the Board
adopted a resolution, effective as of the Effective Time of the
Merger, electing Chris Mitchell, Joe Ratterman and Michael
Richter to the Board to serve until such time as his successor is
duly elected or appointed and qualified, except in the event of
earlier death, resignation or removal. Upon joining the Board,
Messrs.Mitchell, Ratterman and Richter will be compensated for
their service on the Board in the same manner as CBOE Holdings
other directors. For a description of CBOE Holdings director
compensation programs, see Director Compensation in the
definitive proxy statement filed by CBOE Holdings on April6, 2016
in connection with its 2016 annual meeting of stockholders;
provided, however, that following such annual meeting, the annual
cash retainer for CBOE Holdings directors increased from $75,000
to $90,000, the value of the annual stock retainer for CBOE
Holdings directors increased from $75,000 to $100,000 and CBOE
Holdings directors are no longer entitled to any fees for Board
meeting attendance.

Chris Mitchell, 45,has served on the
Bats board of directors since 2013. Mr.Mitchell is a Managing
Director of Spectrum Equity, a growth equity investment firm that
provides capital and strategic support to innovative companies in
the information economy. He serves or has served on the board of
directors of a number of public and private financial technology
companies, including Business Monitor, EagleView, Ethoca,
RiskMetrics, Seisint, Trintech, Verafin and World-Check. Prior to
joining Spectrum Equity in 2001, Mr.Mitchell worked at TA
Associates, Monitor Clipper and SG Warburg. He holds a bachelors
degree from Princeton University.

Joe Ratterman, 50, one of Bats founders
in 2005, has served as Chairman of Bats since March2015.
Mr.Ratterman also served as Chairman of Bats from June2007 until
July2012, as

President of Bats from June2007 until November2014 and as Chief
Executive Officer of Bats from June2007 until March2015.
Mr.Ratterman is a member of the Securities and Exchange
Commissions Equity Market Structure Advisory Committee.
Mr.Ratterman holds a bachelors degree in mathematics and
computer science from Central Missouri State University, as
well as Series7, 24, 27, 55 and 66 licenses.

Michael Richter, 69,has served on the
Bats board of directors since 2009. Mr.Richter is compliance
advisor to Omega Point, a provider of quantitative analytic
software to asset managers. In 2000, he co-founded Lime
Brokerage LLC, a broker dealer and financial technology firm
focused on providing customized solutions that offer
exceptional reliability and scalability with leading
low-latency access across multiple U.S. markets, and he served
as its chief financial officer from 2000 to 2013. Mr.Richter is
qualified as a Certified Public Accountant and holds a bachelor
of science degree in engineering from Rensselaer Polytechnic
Institute and a masters degree from MIT Sloan School of
Management.

None of Messrs.Mitchell, Ratterman or Richter has any direct or
indirect material interest in any transaction or proposed
transaction required to be reported under Item 404(a)of
Regulation S-K or Item 5.02(d)of Form8-K other than as reported
under the heading Interests of Bats Directors and Executive
Officers in the Merger in the definitive joint proxy
statement/prospectus dated December9, 2016, filed by CBOE
Holdings with the Securities and Exchange Commission on
December12, 2016, as amended and supplemented from time to time
(the Prospectus),
which disclosure is incorporated herein by reference.

The Board has not yet determined the committees of the Board on
which Messrs.Mitchell, Ratterman and Richter will serve.

As previously disclosed, in connection with the consummation of
the Merger, William J. Brodsky, R. Eden Martin and Susan M.
Phillips (collectively, the Resigning
Directors
) resigned from the Board, effective as
of the Effective Time. As previously disclosed, any unvested
restricted stock awards held by any Resigning Director will
vest at the Effective Time. In addition, if the Merger closes
prior to CBOE Holdings 2017 annual meeting of stockholders,
each Resigning Director will be entitled to receive at the
Effective Time any retainer payments that would have been
payable to such Resigning Director if such Resigning Director
had not ceased to serve on the Board prior to CBOE Holdings
2017 annual meeting of stockholders.

Appointment of President and Chief Operating Officer

On February16, 2017, Chris Concannon, President and Chief
Executive Officer of Bats, was appointed to serve as President
and Chief Operating Officer of CBOE Holdings, Chicago Board
Options Exchange,Incorporated and C2 Options
Exchange,Incorporated, effective as of the Effective Time.

Chris Concannon, 49, has served as a director of Bats and as
Bats President and Chief Executive Officer, as well as
President and Chief Executive Officer of Bats BZX
Exchange,Inc., Bats BYX Exchange,Inc., Bats EDGX Exchange,Inc.
and Bats EDGA Exchange,Inc., Chairman of the board of directors
of BZX, BYX, EDGX and EDGA, President of Bats Hotspot and a
director of Bats Trading. Mr.Concannon joined Bats as President
in December2014 and

was appointed Chief Executive Officer of Bats in March 2015.
Mr. Concannon has more than 20 years of experience as an
exchange executive, trading participant and regulator. Prior to
joining Bats, Mr. Concannon was most recently a president and
chief operating officer at Virtu Financial, a global electronic
market maker, from 2009 to 2014. Mr. Concannon holds a
bachelors degree from Catholic University, an MBA from St.
Johns University and a J.D. from Catholic Universitys Columbus
School of Law. He also holds Series 7 and 24 licenses.

Mr. Concannon does not have any direct or indirect material
interest in any transaction or proposed transaction required to
be reported under Item 404(a) of Regulation S-K or Item 5.02(c)
of Form 8-K other than as reported under the heading Interests
of Bats Directors and Executive Officers in the Merger in the
Prospectus, which disclosure is incorporated herein by
reference, and as reported under the heading Expected
Management Changes in Connection with the Merger in CBOE
Holdings Current Report on Form 8-K filed with the SEC on
September 28, 2016, which disclosure is incorporated herein by
reference.

Item 8.01. Other Events

On February 16, 2017, CBOE Holdings and Bats issued a joint
press release to announce that (a) all U.S. and European
regulatory clearances and approvals relating to the
transactions contemplated by the Merger Agreement have been
received and (b) CBOE Holdings and Bats expect to complete the
Merger on February 28, 2017. In addition, CBOE Holdings and
Bats announced in the joint press release that the deadline for
Computershare Trust Company, N.A., the exchange agent for the
Merger, to receive properly completed forms of election from
Bats stockholders with respect to the form of merger
consideration that such stockholders desire to receive in the
Merger has been set for 5:00 p.m., New York City Time, on
February 24, 2017. The Merger remains subject to the
satisfaction of customary closing conditions. A copy of the
joint press release is attached as Exhibit 99.1 and
incorporated herein by reference.

Cautionary Statements Regarding Forward-Looking
Information

This Current Report on Form 8-K contains certain statements
regarding intentions, beliefs and expectations or predictions
for the future of CBOE Holdings and Bats, which are
forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. Words such as
believes, expects, anticipates, estimates, intends, plans,
seeks, projects or words of similar meaning, or future or
conditional verbs, such as will, should, would, could, may or
variations of such words and similar expressions are intended
to identify such forward-looking statements, which are not
statements of historical fact or guarantees or assurances of
future performance. However, the absence of these words or
similar expressions does not mean that a statement is not
forward-looking.

Actual results could differ materially from those projected
or forecast in the forward-looking statements. The factors that
could cause actual results to differ materially include,
without limitation, the following risks, uncertainties or
assumptions: the satisfaction of the conditions precedent to
the consummation of the proposed transaction; unanticipated
difficulties or expenditures relating to the proposed
transaction; CBOEs ability to maintain an investment grade
credit rating and obtain financing on the anticipated terms and
schedule; risks relating to the value of CBOEs shares to be
issued in the transaction; disruptions of CBOEs and Bats

current plans, operations and relationships with market
participants caused by the announcement and pendency of the
proposed transaction; potential difficulties in CBOEs and Bats
ability to retain employees as a result of the announcement and
pendency of the proposed transaction; legal proceedings that
may be instituted against CBOE and Bats following announcement
of the proposed transaction; and other factors described in
CBOEs annual report on Form10-K for the fiscal year ended
December31, 2015, which was filed with the Securities and
Exchange Commission (the SEC) on February19,
2016, CBOEs quarterly report for the quarterly period ended
September30, 2016, which was filed with the SEC on November8,
2016, CBOEs quarterly report for the quarterly period ended
June30, 2016, which was filed with the SEC on August2, 2016,
Bats final prospectus, which was filed with the SEC to
Rule424(b)on April15, 2016, Bats quarterly report for the
quarterly period ended June30, 2016, which was filed with the
SEC on August5, 2016, Bats quarterly report for the quarterly
period ended September30, 2016, which was filed with the SEC on
November8, 2016, and other filings made by CBOE and Bats from
time to time with the SEC.

Neither CBOE nor Bats undertakes, and each of them
expressly disclaims, any duty to update any forward-looking
statement 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, which speak only as of the date hereof.

Additional Information Regarding the Transaction
and Where to Find It

This Current Report on Form8-K does not constitute an offer
to sell or the solicitation of an offer to buy any securities.
This Current Report on Form8-K is being made in respect of the
proposed merger transaction involving CBOE, Bats, CBOE
Corporation and CBOE V, LLC. In connection therewith, CBOE
filed with the SEC on December12, 2016 a definitive joint proxy
statement/prospectus dated December9, 2016, and each of the
companies may be filing with the SEC other documents regarding
the proposed transaction. CBOE and Bats commenced mailing of
the definitive joint proxy statement/prospectus to CBOE
stockholders and Bats stockholders on December12, 2016. BEFORE
MAKING ANY INVESTMENT DECISION,INVESTORS AND SECURITY HOLDERS
OF CBOE AND/OR BATS ARE URGED TO READ THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION
AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders may obtain
free copies of the definitive joint proxy statement/prospectus,
any amendments or supplements thereto and other documents
containing important information about each of CBOE and Bats,
as such documents are filed with the SEC, through the website
maintained by the SEC at www.sec.gov. Copies of the documents
filed with the SEC by CBOE will be available free of charge on
CBOEs website at
http://ir.cboe.com/financial-information/sec-filings.aspx under
the heading SEC Filings or by contacting CBOEs Investor
Relations Department at (312) 786-7136. Copies of the documents
filed with the SEC by Bats will be available free of charge on
Bats website at
http://www.bats.com/investor_relations/financials/ under the
heading SEC Filings or by contacting Bats Investor Relations
Department at (913) 815-7132.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number

DescriptionofExhibit

99.1

Joint press release issued by CBOE Holdings,Inc and Bats
Global Markets,Inc. on February16, 2017


About CBOE HOLDINGS, INC. (NASDAQ:CBOE)

CBOE Holdings, Inc. is a holding company. The Company’s principal business is operating markets that offer for trading options on various market indexes (index options), on an exclusive basis and futures contracts, as well as on non-exclusive multiply listed options, such as options on the stocks of individual corporations (equity options), and options on other exchange-traded products (ETP options), such as exchange-traded funds (ETF options) and exchange-traded notes (ETN options). The Company operates over three stand-alone exchanges. The Company’s subsidiary, Chicago Board Options Exchange, Incorporated (CBOE), is its options market that offers trading in listed options through a single system that integrates electronic trading and open outcry trading. The options contracts listed for trading include options on indexes, equities and ETPs. In addition, the Company provides a marketplace for trading futures contracts through its subsidiary, CBOE Futures Exchange, LLC.

CBOE HOLDINGS, INC. (NASDAQ:CBOE) Recent Trading Information

CBOE HOLDINGS, INC. (NASDAQ:CBOE) closed its last trading session up +0.54 at 80.94 with 1,104,413 shares trading hands.

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