8-K

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

March 16, 2023

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.)

6801 Brecksville Rd., Door N

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:

Title of each class

Trading

Symbol(s)

Name of each exchange

On which registered

Common Stock per value $0.01 per share

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( §240.12b-2 of this chapter).

☐	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(b) Director Retirements

Directors Joseph S. DiMartino and Sherrill W. Hudson gave notice on March 16, 2023 of their intention to retire from the Board of Directors of CBIZ, Inc. effective at the expiration of their current terms on May 10, 2023. Both directors have chosen not to stand for reelection at the 2023 Annual Meeting. Neither Mr. DiMartino nor Mr. Hudson are retiring as a result of any disagreement with the registrant.

Both Mr. DiMartino and Mr. Hudson are valued and longstanding Board members, having served in their roles since 1997 and 2015, respectively. The Board and Management of CBIZ unanimously and sincerely thank Mr. DiMartino and Mr. Hudson for their long and dedicated service to the Company.

Concurrent with these retirements, the Board of Directors will reduce the number of directors of CBIZ, Inc. to nine (9). Following the members’ retirements, the Board will review committee assignments and make any necessary appointments.

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: March 22, 2023

CBIZ, Inc.

By:		/s/ Michael W. Gleespen
Name:		Michael W. Gleespen
Title:		Corporate Secretary

CBIZ Inc. filed SEC Form 8-K: Leadership Update