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

Date of Report (Date of earliest event reported): May 23, 2013

CBOE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-34774	20-5446972
(Commission File Number)	(IRS Employer Identification No.)

400 South LaSalle Street

Chicago, Illinois 60605

(Address of Principal Executive Offices)

Registrant's telephone number, including area code (312) 786-5600

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:

oWritten communications pursuant to Rule 425 under the Securities Act (16 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (16 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (16 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (16 CFR 240.13e-4(c)

Item 5.07Submission of Matters to a Vote of Security Holders.

On May 23, 2013, CBOE Holdings, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”).

Proposal One

At the Annual Meeting, the persons whose names are set forth below were elected as directors, constituting the entire Board of Directors of the Company. Relevant voting information for each person follows:

Director Nominee	Votes For	Withheld	Broker Non-votes
William J. Brodsky	55,929,056	864,957	18,539,048
James R. Boris	56,346,864	447,149	18,539,048
Frank E. English, Jr.	56,295,085	498,928	18,539,048
Edward J. Fitzpatrick	56,460,468	333,545	18,539,048
Janet P. Froetscher	56,311,587	482,426	18,539,048
Jill R. Goodman	55,925,685	868,328	18,539,048
Duane R. Kullberg	55,602,668	1,191,345	18,539,048
R. Eden Martin	55,701,457	1,092,556	18,539,048
Roderick A. Palmore	55,688,309	1,105,704	18,539,048
Susan M. Phillips	56,138,090	655,923	18,539,048
Samuel K. Skinner	52,370,690	4,423,323	18,539,048
Carole E. Stone	56,068,983	725,030	18,539,048
Eugene Sunshine	56,306,385	487,628	18,539,048
Edward T. Tilly	56,371,788	422,225	18,539,048

Proposal Two

The proposal for approval, in a non-binding resolution, of the compensation paid to the Company's named executive officers was approved by a vote of 54,766,698 shares voting for the proposal, 1,544,881 shares voting against the proposal, 482,434 shares abstaining from the vote on the proposal and 18,539,048 broker non-votes.

Proposal Three

The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2013 was ratified by a vote of 73,597,847 shares voting for the proposal, 1,362,647 shares voting against the proposal and 372,567 shares abstaining from the proposal.

There were no other matters presented for a vote at the Annual Meeting.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated May 23, 2013

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.

CBOE HOLDINGS, INC.
(Registrant)
By:	/s/ Joanne Moffic-Silver
	Joanne Moffic-Silver
	Executive Vice President, General Counsel and Corporate Secretary
	Dated: May 24, 2013

Exhibit Index

Exhibit Number	Description
99.1	Press Release, dated May 23, 2013.

EX-99.1

EXHIBIT 99.1

News Release

CBOE HOLDINGS, INC. ANNOUNCES

2013 ANNUAL MEETING RESULTS

Ÿ Two New Directors Elected

Ÿ Edward T. Tilly Becomes Chief Executive Officer

CHICAGO, IL - May 23, 2013--CBOE Holdings, Inc. (NASDAQ: CBOE) announced the stockholder voting results from its 2013 Annual Meeting held today.

At the meeting, stockholders elected to the Board of Directors, each for a one-year term expiring in 2014, the following 14 nominees:

Ÿ William J. Brodsky	Ÿ R. Eden Martin
Ÿ James R. Boris	Ÿ Roderick A. Palmore
Ÿ Frank E. English, Jr.	Ÿ Susan M. Phillips
Ÿ Edward J. Fitzpatrick	Ÿ Samuel K. Skinner
Ÿ Janet P. Froetscher	Ÿ Carole E. Stone
Ÿ Jill R. Goodman	Ÿ Eugene S. Sunshine
Ÿ Duane R. Kullberg	Ÿ Edward T. Tilly

Newly elected board members are Edward J. Fitzpatrick and Edward T. Tilly.

Fitzpatrick has worked at Motorola Solutions, Inc. and its predecessors since 1999 in various financial positions and currently serves as its Chief Financial Officer. Before joining Motorola, Mr. Fitzpatrick worked at PricewaterhouseCoopers, LLP in the audit area.

Tilly is the new Chief Executive Officer (CEO) of CBOE Holdings, Chicago Board Options Exchange (CBOE) and C2 Options Exchange (C2). He served as President and Chief Operating Officer (COO) since November 2011. In December 2012, the Company announced that Mr. Tilly would be transitioning to serve as CEO effective after the 2013 Annual Meeting. Previously, Tilly served as Executive Vice Chairman from 2006 to 2011 and was a member of CBOE from 1989 until 2006, and served as Member Vice Chairman from 2004 to 2006.

At the conclusion of the Annual Meeting, William J. Brodsky stepped down as Chairman and CEO, a position he has held since 1997. Brodsky will assume the new role of Executive Chairman of the Board.

--more--

EXHIBIT 99.1

In addition, stockholders voted to:

• endorse, in a non-binding resolution, the executive compensation paid to the Company's executive officers;

• ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2013 fiscal year.

Additional information about each of the matters acted upon by stockholders at the Annual Meeting is in the proxy statement that was furnished to stockholders in connection with the meeting. The proxy statement is also available on the Investor Relations portion of www.cboe.com. The vote totals for the matters acted upon by stockholders at the Annual Meeting will be reported in a current report on Form 8-K filing with the SEC and posted on http://ir.cboe.com/.

About CBOE Holdings

CBOE Holdings, Inc. (NASDAQ: CBOE) is the holding company for Chicago Board Options Exchange (CBOE), CBOE Futures Exchange (CFE) and other subsidiaries. CBOE, the largest U.S. options exchange and creator of listed options, continues to set the bar for options and volatility trading through product innovation, trading technology and investor education. CBOE Holdings offers equity, index and ETP options, including proprietary products, such as S&P 500 options (SPX), the most active U.S. index option, and options and futures on the CBOE Volatility Index (the VIX Index). Other products engineered by CBOE include equity options, security index options, LEAPS options, FLEX options, and benchmark products such as the CBOE S&P 500 BuyWrite Index (BXM). CBOE Holdings is home to the world-renowned Options Institute and www.cboe.com, the go-to place for options and volatility trading resources. CBOE is regulated by the Securities and Exchange Commission (SEC), with all trades cleared by the OCC.

CBOE Media Contacts:		Analyst Contact:
Gail Osten	Gary Compton	Debbie Koopman
(312) 786-7123	(312) 786-7612	(312) 786-7136
osten@cboe.com	comptong@cboe.com	koopman@cboe.com

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CBOE®, Chicago Board Options Exchange®, CBOE Volatility Index®, CFE®, FLEX®, LEAPS® and VIX® are registered trademarks, and BuyWrite, BXM(SM), CBOE Futures Exchange(SM), SPX® and The Options Institute(SM) are service marks of Chicago Board Options Exchange, Incorporated (CBOE). Standard & Poor's®, S&P® and S&P 500® are registered trademarks of Standard & Poor's Financial Services, LLC and have been licensed for use by CBOE and CFE.