Item 5.02(b) Director Departure
It is with great sadness and regret that CBIZ, Inc. announces that Steven L.
Gerard, its non-executive Chairman of the Board and a board member since October
of 2002, passed away unexpectedly on April 12, 2022 after having been recently
diagnosed with a serious illness.
The Board and Management of CBIZ are forever grateful to Mr. Gerard for his
friendship, his long and dedicated service to the Company, and for his unique
and valued leadership. He will be greatly missed.
In his absence, the Board has determined that Vice Chairman and Lead Director
Rick L. Burdick will lead the Board of Directors on an interim basis in a
non-executive capacity pending further consideration.
Mr. Gerard was nominated for re-election to the Board at the 2022 Annual Meeting
scheduled for May 10, 2022. In light of this development, effective immediately
the Board of Directors has eliminated Mr. Gerard's seat on the board, has
reduced the number of directors of CBIZ, Inc. from eleven (11) to ten (10), and
has reduced the number of directors in the class of four directors to be elected
at the 2022 Annual Meeting to three (3). Other than Mr. Gerard, the nominees
named in the Company's Definitive Proxy Statement dated March 28, 2022 (the
"Proxy Statement") will stand for election at the Annual Meeting. The form of
proxy card included in the original distribution of the Proxy Statement remains
valid; however, any votes that are submitted with instructions to vote for all
the Board's nominees will be voted only for the three remaining nominees as
named in the Proxy Statement.
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