CBIZ Stockholders Approve Viking Merger Agreement in Preliminary Vote

Key Points

• CBIZ stockholders preliminarily approved the proposed merger with Viking ParentCo and Viking MergerCo at a special meeting.
• Stockholders also approved a non-binding advisory proposal regarding merger-related compensation for CBIZ’s named executive officers.
• The meeting had a quorum, and the proposed adjournment was unnecessary because sufficient votes supported the merger. Results remain subject to certification, with final figures expected in an SEC Form 8-K within four business days.

CBIZ NYSE: CBZ stockholders preliminarily approved the company’s proposed merger agreement with Viking ParentCo, Inc. and Viking MergerCo, Inc. at a special meeting, according to the company’s meeting proceedings.

The merger agreement, dated July 28, 2026, was previously unanimously approved, declared advisable and recommended by CBIZ’s board of directors. Stockholders also preliminarily approved a separate non-binding advisory proposal concerning merger-related compensation for the company’s named executive officers.

CBIZ Chair Rick Burdick presided over the virtual meeting, while Jaileah Huddleston, the company’s senior vice president, chief legal officer and corporate secretary, served as secretary of the meeting.

Quorum Reached for Special Meeting

Huddleston said the inspector of election had received proxies representing 40,430,774 shares of CBIZ common stock, constituting a majority of shares entitled to vote at the special meeting. The company therefore established a quorum for the actions considered.

Anthony P. Carideo of the Carideo Group was appointed inspector of election for the meeting. CBIZ said its special-meeting notice and related proxy statement were first mailed to stockholders of record on Sept. 21, 2026. The record date for determining stockholders entitled to vote was Sept. 16, 2026.

Stockholders Approve Merger and Compensation Proposals

Stockholders considered three proposals:

• Adoption of the merger agreement among CBIZ, Viking ParentCo and Viking MergerCo.
• A non-binding advisory vote on compensation that may be paid or become payable to CBIZ’s named executive officers in connection with, or otherwise related to, the transactions, including the merger.
• Adjournment of the meeting, if necessary or appropriate, to provide time for a proxy-statement supplement or amendment, or to solicit additional proxies for the merger agreement.

Huddleston reported that, based on preliminary voting results from proxies received as of the opening of the polls, the first two proposals were approved. Because there were sufficient votes to approve the merger agreement, the proposed adjournment was not necessary.

The company said all votes remain subject to the inspector of election’s final certified count. CBIZ expects to report final voting results in a Form 8-K filing with the Securities and Exchange Commission within four business days of the meeting.

The special meeting was then adjourned.

About CBIZ (NYSE:CBZ)

CBIZ, Inc is a professional services company that provides accounting, tax, advisory and business consulting services to businesses, individuals and nonprofit organizations. Its offerings include financial reporting, tax planning and compliance, valuation, transaction support, internal audit and risk-management consulting.

The company has also provided employee and insurance services, including employee benefits consulting, payroll and human resources support, property and casualty insurance brokerage, retirement plan services and risk-management solutions.

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