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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

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Dear Stockholder:

        We cordially invite you to attend the 2011 Annual Meeting of Stockholders of CBOE Holdings, Inc. to be held on Tuesday, May 17, 2011, at 10:30 a.m., local time, in the fourth floor lounge of the Chicago Board Options Exchange (CBOE), at 400 South LaSalle Street, Chicago, Illinois, 60605.

        At the Annual Meeting, you will be asked to do the following:

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elect 16 directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified;



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endorse, in a non-binding resolution, the executive compensation paid to our executive officers;



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endorse, in a non-binding resolution, the frequency that we will hold the non-binding vote on our executive compensation program;



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approve the Amended and Restated CBOE Holdings, Inc. Long-Term Incentive Plan; and



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ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2011 fiscal year.

        Enclosed with this letter are a formal notice of the Annual Meeting, a proxy statement and a form of proxy.

        Please carefully review the form of proxy that you receive to confirm that it reflects all of your shares of our unrestricted common stock and, if applicable, Class A-2 common stock or restricted stock. If you own different classes of common stock and restricted stock or hold the stock in different accounts, you may need to complete multiple proxy cards to vote all of your shares.

        Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted. Please submit your proxy by Internet or telephone or complete, sign, date and return the enclosed proxy using the enclosed postage-paid envelope. The enclosed proxy, when returned properly executed, will be voted in the manner directed in the proxy.

        We hope that you will participate in the Annual Meeting, either in person or by proxy.

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CBOE HOLDINGS, INC.
400 South LaSalle
Chicago, Illinois 60605

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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        The Annual Meeting of Stockholders of CBOE Holdings, Inc. will be held on Tuesday, May 17, 2011, at 10:30 a.m., local time, in the fourth floor lounge of the Chicago Board Options Exchange (CBOE), at 400 South LaSalle Street, Chicago, Illinois, 60605, for the following purposes:

1.

To consider and act upon a proposal to elect 16 members of the Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified;



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To consider and act upon an advisory resolution on executive compensation;



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To consider and act upon an advisory resolution on the frequency of the stockholders' advisory resolution on executive compensation;



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To consider and act upon a proposal to approve the Amended and Restated CBOE Holdings, Inc. Long-Term Incentive Plan;



5.

To consider and act upon the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 2011 fiscal year; and



6.

The transaction of any other business that may properly come before the meeting and any adjournments or postponements of the meeting.

        You are entitled to vote at our Annual Meeting and any adjournments or postponements of the meeting if you were a stockholder of record at the close of business on March 21, 2011. We also cordially invite you to attend the meeting.

        Your vote is important. Whether or not you plan to attend the meeting, please vote as soon as possible. You can vote your shares by completing and returning your proxy card or by voting through the Internet or by telephone by following the instructions on your proxy card. For additional details, please see the information under the heading "How do I vote?"

April 11, 2011

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 17, 2011:
The proxy statement is available on our Investor Relations section of
our web site at http://ir.CBOE.com/annual-proxy.cfm.

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CBOE HOLDINGS, INC.
400 South LaSalle Street
Chicago, Illinois 60605

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PROXY STATEMENT

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ANNUAL MEETING OF STOCKHOLDERS

May 17, 2011

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INTRODUCTION

        We are furnishing this Proxy Statement to you in connection with a solicitation of proxies by the Board of Directors of CBOE Holdings, Inc., a Delaware corporation, for use at the CBOE Holdings, Inc. 2011 Annual Meeting of Stockholders on Tuesday, May 17, 2011 at 10:30 a.m., local time, and at any adjournments or postponements of our Annual Meeting. The approximate date on which this Proxy Statement and the accompanying form of proxy are first being sent to stockholders is March 31, 2011.

        On June 18, 2010, after receiving required approvals, Chicago Board Options Exchange, Incorporated converted from a non-stock corporation owned by its members into a corporation that is a wholly-owned subsidiary of CBOE Holdings, Inc. Except as otherwise indicated, the terms "the Company," "we," "us" and "our" refer to Chicago Board Options Exchange, Incorporated prior to the conversion on June 18, 2010 and CBOE Holdings, Inc. after the conversion on June 18, 2010. When we use the term "CBOE," we are referring to Chicago Board Options Exchange, Incorporated and when we use the term "CBOE Holdings," we are referring to CBOE Holdings, Inc. Except as otherwise indicated, references to our "common stock" include both the unrestricted common stock and the Class A-2 common stock.

VOTING INSTRUCTIONS AND INFORMATION

Why did I receive these proxy materials?

        This Proxy Statement was mailed to holders of our common stock on or about March 31, 2011. Our Board is asking for your proxy. By giving us your proxy, you authorize the proxyholders (William J. Brodsky and Joanne Moffic-Silver) to vote your shares at the Annual Meeting according to the instructions that you provide. If the Annual Meeting is adjourned or postponed, your proxy will be used to vote your shares when the meeting reconvenes.

        Our 2010 Annual Report to Stockholders, which includes a copy of our Annual Report on Form 10-K for the year ended December 31, 2010 (excluding exhibits), as filed with the Securities and Exchange Commission, is being mailed to stockholders with this Proxy Statement.

Who can vote at our Annual Meeting?

        You are entitled to vote your shares of our common stock if you were a stockholder at the close of business on March 21, 2011, the record date for our Annual Meeting. On that date, there were 51,782,717 shares of our unrestricted common stock (excluding the Class A-2 common stock) outstanding and 38,301,994 shares of our Class A-2 common stock outstanding. In addition, 2,195,621 shares of restricted stock that have been granted to our employees and directors have voting rights at the Annual Meeting. Therefore, there are 92,280,332 shares of voting common stock outstanding, each of which entitles the holder to one vote for each matter to be voted on at our Annual Meeting. Our outstanding common stock is held by 1,702 stockholders of record as of January 21, 2011.

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Who is and is not a stockholder of record?

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If you hold shares of common stock registered in your name at our transfer agent, BNY Mellon Shareowner Services, you are a stockholder of record.



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If you hold shares of common stock indirectly through a broker, bank or similar institution, or are an employee who holds shares of restricted stock at Fidelity, you are not a stockholder of record, but instead hold in "street name."

What do I need to do to attend our Annual Meeting?

        Attendance at our Annual Meeting is generally limited to our stockholders and their authorized representatives. All stockholders must bring an acceptable form of identification, such as a driver's license, in order to attend our Annual Meeting in person. In addition, if you hold shares of common stock in "street name" and would like to attend our Annual Meeting, you will need to bring an account statement or other acceptable evidence of ownership of shares as of the close of business on March 21, 2011, the record date for our Annual Meeting.

        Any representative of a stockholder who wishes to attend the Annual Meeting must present acceptable documentation evidencing his or her authority, acceptable evidence of ownership by the stockholder of common stock as described above and an acceptable form of identification. We reserve the right to limit the number of representatives for any stockholder who may attend the meeting. Please contact Investor Relations at investorrelations@cboe.com or (312) 786-5600 in advance of our Annual Meeting if you have questions about attending our Annual Meeting, including the documentation that will be required.

        If you plan to attend the Annual Meeting, please provide adequate time to pass through the security process necessary to gain access to the meeting room.

Will the annual meeting be webcast?

        Yes. A live webcast of the annual meeting will be provided from our Investor Relations section of our Web site at www.ir.CBOE.com. On the Investor Relations page, click on Events and Presentations and then click on listen to webcast for our 2011 Annual Meeting of Stockholders. If you miss the meeting, you can view a replay of the webcast on that site. Please note that you will not be able to vote your shares or ask questions via the webcast. If you plan to view the webcast, please submit your vote in advance.

How do I vote?

        You may cast your vote in one of four ways:

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By Internet.  The web address for Internet voting is on the enclosed proxy card. Internet voting is available 24 hours a day.



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By Telephone.  The number for telephone voting is on the enclosed proxy card. Telephone voting is available 24 hours a day.



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By Mail.  Mark the enclosed proxy card, sign and date it, and return it in the pre-paid envelope we have provided.



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At Our Annual Meeting.  You may vote in person at our Annual Meeting (see What do I need to do to attend our Annual Meeting?).

        If you choose to vote by Internet or telephone, then you do not need to return the proxy card. To be valid, your vote by Internet, telephone or mail must be received by the deadline specified on the proxy card. If you vote by Internet or telephone and subsequently obtain a legal proxy from your account representative, then your prior vote will be revoked regardless of whether you vote that legal proxy.

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        The Internet and telephone voting procedures are designed to authenticate stockholders' identities, allow stockholders to give their voting instructions and confirm that stockholders' instructions have been recorded properly. Stockholders voting by Internet or telephone should understand that, while we do not charge any fees for voting by Internet or telephone, there may nevertheless be costs that must be borne by you, such as usage charges from Internet access providers and telephone companies.

May I change my vote?

        If you are a stockholder of record, you may revoke your proxy or change your vote at any time before it is voted at the Annual Meeting by:

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submitting a new proxy by telephone or through the Internet, after the date of the earlier voted proxy;



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returning a signed proxy card dated later than your last proxy;



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submitting a written revocation to the Corporate Secretary of CBOE Holdings, Inc. at 400 South LaSalle Street, Chicago, Illinois 60605; or



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appearing in person and voting at the Annual Meeting.

        If you are a stockholder of record and need a new proxy card, to change your vote or otherwise, please contact the Corporate Secretary at the address above.

        If your bank, broker or other nominee holds your shares in "street name," you may revoke your proxy or change your vote only by following the separate instructions provided by your bank, broker or nominee.

        To vote in person at the Annual Meeting, you must attend the meeting and cast your vote in accordance with the voting provisions established for the Annual Meeting. Attendance at the Annual Meeting without voting in accordance with the voting procedures does not, by itself, revoke a proxy. If your bank, broker or other nominee holds your shares and you want to attend and vote your shares at the Annual Meeting, you must bring a legal proxy signed by your bank, broker or nominee to the Annual Meeting.

If I submit a proxy by Internet, telephone or mail, how will my shares be voted?

        If you properly submit your proxy by one of these methods, and you do not subsequently revoke your proxy, your shares of common stock will be voted in accordance with your instructions.

        If you sign, date and return your proxy card but do not give voting instructions, your shares of common stock will be voted as follows:

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FOR the election of our director nominees,



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FOR the advisory vote on executive compensation matters,



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FOR two years for the advisory vote on the frequency of the advisory vote on executive compensation matters,



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FOR the Amended and Restated Long-Term Incentive Plan,



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FOR the ratification of the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for our 2011 fiscal year, and



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otherwise in accordance with the judgment of the persons voting the proxy on any other matter properly brought before our Annual Meeting.

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If I hold my shares in "street name" and do not provide voting instructions, can my broker still vote my shares?

        Under the rules of various securities exchanges, brokers that have not received voting instructions from their customers 10 days prior to the meeting date may vote their customers' shares in the brokers' discretion on the proposal regarding the ratification of the appointment of independent registered public accounting firm, because the rules of the exchanges currently deem this a "discretionary" matter. Absent instruction, brokers would not be able to vote on any of the other matters included in this Proxy Statement.

What vote is required for adoption or approval of each matter?

        Election of Directors.    You may vote FOR or WITHHOLD for each of the director nominees. A plurality of the votes must be cast FOR the election of a director nominee in order for the director nominee to be elected. Thus, those nominees receiving the greatest number of votes cast will be elected.

        Advisory Vote on Executive Compensation Matters.    You may vote FOR or AGAINST the advisory proposal to approve executive compensation matters or you may ABSTAIN. A majority of the shares of common stock cast must be voted FOR approval of the advisory proposal in order for it to pass. Votes cast FOR or AGAINST with respect to the proposal will be counted as shares cast on the proposal.

        Advisory Vote on Say-on-Frequency.    You may vote for a ONE, TWO or THREE year interval between advisory votes on executive compensation matters or you may ABSTAIN. The option between ONE, TWO and THREE years that receives a plurality of the votes cast will be deemed to have passed.

        Approval of the Amended and Restated Long-Term Incentive Plan.    You may vote FOR or AGAINST the proposal to approve the Amended and Restated Long-Term Incentive Plan or you may ABSTAIN. A majority of the shares of common stock cast must be voted FOR approval of the proposal in order for it to pass. Votes cast FOR or AGAINST with respect to the proposal will be counted as shares cast on the proposal.

        Ratification of the Appointment of Independent Registered Public Accounting Firm.    You may vote FOR or AGAINST the ratification of the appointment of our independent registered public accounting firm, or you may ABSTAIN. A majority of the shares of common stock cast must be voted FOR ratification in order for it to pass. Votes cast FOR or AGAINST with respect to this matter will be counted as shares cast on the matter.

        Abstentions and Broker Non-Votes.    Abstentions and broker non-votes will not be considered cast either for or against any of the matters being presented in this proxy statement and will have no effect on the voting totals. If you do not provide your broker with voting instructions on non-discretionary matters, the broker cannot vote your shares on these matters. A "broker non-vote" occurs when your broker submits a proxy for the meeting with respect to discretionary matters, but does not vote on non-discretionary matters because you did not provide voting instructions on these matters. In the case of a discretionary matter, i.e., the ratification of the independent auditors, your broker is permitted to vote your shares of common stock even when you have not given voting instructions, as described under If I hold my shares in "street name" and do not provide voting instructions, can my broker still vote my shares? above.

How many votes are required to transact business at our Annual Meeting?

        A quorum is required to transact business at our Annual Meeting. The holders of a majority of the outstanding shares of our common stock as of March 21, 2011, present in person or represented by proxy and entitled to vote, will constitute a quorum for the transaction of business at our Annual Meeting. Abstentions and broker non-votes are treated as present for quorum purposes.

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How do I obtain more information about CBOE Holdings, Inc.?

        A copy of our 2010 Annual Report to stockholders is enclosed with this Proxy Statement. The 2010 Annual Report, our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the SEC, our Corporate Governance Guidelines, our Code of Business Conduct and Ethics and the charters for our Audit, Compensation and Nominating and Governance Committees are available on our website at http://ir.CBOE.com.

        These documents may also be obtained, free of charge, by writing to: CBOE Holdings, Inc., 400 South LaSalle Street, Chicago, Illinois, 60605, Attn: Investor Relations; e-mail: investorrelations@cboe.com.

        These documents, as well as other information about us, are also available on our website at http://ir.CBOE.com.

How do I sign up for electronic delivery of proxy materials?

        This Proxy Statement and our 2010 Annual Report to stockholders are available on our website at http://ir.CBOE.com. If you would like to help reduce our costs of printing and mailing future materials, you can consent to access these documents in the future over the Internet rather than receiving printed copies in the mail.

        If you are a stockholder of record, you may sign up for this service at www.BNYMellon.com. If you hold your shares of common stock in "street name," you can contact your account representative at the broker, bank or similar institution through which you hold your shares for information regarding electronic delivery of future materials. Your consent to electronic delivery will remain in effect until you revoke it.

Who pays the expenses of this proxy solicitation?

        The Company will pay the expenses of the preparation of our proxy materials and the solicitation of proxies by the Company for our Annual Meeting. Certain of our directors, officers or employees may make solicitations telephonically, electronically or by other means of communication. We have also engaged Morrow & Co., LLC to assist in the solicitation and distribution of proxies. Our directors, officers and employees will receive no additional compensation for any such solicitation, and we will pay Morrow & Co. a fee of $7,000, as well as reimbursements for certain expenses, for its services. We will request that banks, brokerage houses and other custodians, nominees and fiduciaries forward all of our solicitation materials to the beneficial owners of the shares that they hold of record. We will reimburse these record holders for customary clerical and mailing expenses incurred by them in forwarding these materials to customers.

        If you have any questions about the Annual Meeting or need additional copies of this Proxy Statement or additional proxy cards, please contact Morrow & Co., LLC at 470 West Avenue, 3rd Floor, Stamford, Connecticut 06902. Banks and brokerage firms may call (203) 658-9400 and stockholders may call (800) 245-1502.

Who will count the vote?

        The Company has engaged BNY Mellon Shareholder Services to serve as the inspector of elections for the Annual Meeting.

What does it mean if I get more than one proxy or voting instruction card?

        If your shares are registered in more than one name or in more than one account, you will receive more than one card. This may occur if you hold both unrestricted common stock in street name and Class A-2 common stock as the record holder. Please complete and return all of the proxy or voting instruction cards that you receive (or vote by telephone or through the Internet all of the shares on all of the proxy or voting instruction cards received) to ensure that all of your shares are voted.

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PROPOSAL ONE

ELECTION OF DIRECTORS

Board Composition

        Our Bylaws provide that our Board will consist of not less than 11 and not more than 23 members. Our Board currently has 19 members. The Board has decided to reduce the size of the Board to 16 and has only nominated 16 directors for election at this Annual Meeting. Messrs. Robert J. Birnbaum, Bradley G. Griffith and Howard L. Stone, whose terms as a director expire at the Annual Meeting, will not be standing for re-election.

        Each director serves for a one-year term or until his or her successor is elected and qualified. There is no limit on the number of terms a director may serve on our board.

General

        At our Annual Meeting, our stockholders will be asked to elect the 16 director nominees set forth below, each for a one-year term expiring in 2012. All of the director nominees are current members of the Board and each has been recommended for election by our Nominating and Governance Committee and approved and nominated for election by our Board.

        The Board recommends that the stockholders vote for the election of each of the nominees indicated below. If you sign and return your proxy card in the enclosed envelope or execute a proxy by telephone or through the Internet, the persons named in the enclosed proxy card will vote to elect these 16 nominees unless you indicate otherwise. Your proxy for the Annual Meeting cannot be voted for more than 16 nominees.

        All of the nominees have indicated their willingness to serve if elected. If any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, then shares represented by properly executed proxies will be voted at the discretion of the persons named in those proxies for such other person as the Board may designate. We do not presently expect that any of the nominees will be unavailable.

        The election of each nominee for director requires the affirmative vote of the holders of a plurality of the shares of common stock voted in the election of directors. Thus, those nominees receiving the greatest number of votes cast will be elected.

        Set forth below is biographical information and qualifications to serve on our board for each of the directors nominated to serve on our Board for a one-year term ending in 2012. Each of the directors has served on our Board since our initial public offering.

Nominees

        William J. Brodsky.    Mr. Brodsky, 67, is our Chairman and Chief Executive Officer. He has served in that capacity since 1997. Prior to joining us in 1997, Mr. Brodsky was president and chief executive officer of the Chicago Mercantile Exchange from 1985 to 1997. Mr. Brodsky is a director of Integrys Energy Group, Inc. and its predecessors. He also is past chairman and currently serves as a director of the World Federation of Exchanges, past chairman of the International Options Markets Association and a director of the Swiss Futures and Options Association. He is a member of the Federal Reserve Bank of New York's International Advisory Committee. Mr. Brodsky also serves on the Kellogg School of Management Advisory Council and as a trustee of Syracuse University. He is a member of the board

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of directors of Northwestern Memorial Hospital. Mr. Brodsky holds an A.B. degree and a J.D. degree from Syracuse University and is a member of the bar in Illinois and New York.

        James R. Boris.    Mr. Boris, 66, currently serves as our Lead Director. Mr. Boris is the retired chairman and chief executive officer of EVEREN Securities, Inc. and its predecessor Kemper Securities, Inc. His past affiliations include membership on the boards of directors of Integrys Energy Group, Inc., Peoples Energy Corporation, Smurfit Stone Container Corporation, Midwest Air Group, Inc., the Chicago Stock Exchange, the Securities Industry Association, The Catholic Charities of the Archdiocese of Chicago, Loyola University Health System, Inc., Big Shoulders Fund, the Civic Federation and Chicago's Economic Development Commission. He has served on the board of trustees of Gannon University and Loyola University of Chicago and on advisory boards at both the Kellogg Graduate School of Management and DePaul University's College of Commerce. He holds a B.A. and M.B.A. from Gannon University.

        Mark F. Duffy.    Mr. Duffy, 60, is a nominee of CBOE Trading Permit Holder Cornerstone Trading, L.L.C. In addition, he is the trustee for a trust that is the general managing partner of Fugue, which was a CBOE member lessor organization. Mr. Duffy has been a member or Trading Permit Holder of CBOE since 1985. Mr. Duffy has been CBOE's Vice Chairman since 2010, and is currently serving a term that ends in May 2011. He also served as Vice Chairman of CBOE from 2001 through 2003. He earned a B.A. degree in Education and a Master of Arts degree from the University of Michigan. He also holds a J.D. and L.L.M., Master of Laws in Taxation, from The John Marshall Law School.

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Mr. Duffy was admitted to the Illinois Bar in 1981 and has also been admitted to practice in the U.S. District Court for the Northern District of Illinois.

        David A. Fisher.    Mr. Fisher, 41, is the CEO of optionsXpress Holdings, Inc., an online options and stock brokerage firm. He has served as the company's president since March 2007 and prior to that served as chief financial officer beginning in August 2004. On March 21, 2011, optionsXpress announced that it had entered into an agreement to be acquired by The Charles Schwab Corporation. Following the completion of the acquisition, Mr. Fisher will continue to lead optionsXpress as its President and a Schwab Senior Vice President. From March 2001 to July 2004, he served as chief financial officer of Potbelly Sandwich Works, a quick service restaurant chain with over 60 locations, and he currently serves on its board of directors. Prior to that, Mr. Fisher served as chief financial officer and secretary of Prism Financial Corporation, a publicly-traded, nationwide consumer financial services company. He holds a B.S. in Finance from the University of Illinois and a J.D. from Northwestern University.

        Janet P. Froetscher.    Ms. Froetscher, 51, is president and chief executive officer of the National Safety Council. Previously, she served as president and chief executive officer of the United Way of Metropolitan Chicago and in a variety of roles at the Aspen Institute, most recently as chief operating officer. From 1992 to 2000, Ms. Froetscher was the executive director of the Finance Research and Advisory Committee of the Commercial Club of Chicago. She is a member of the board of the Chicago Chamber of Commerce, and a member of the Chicago Network and Commercial Club of Chicago. Ms. Froetscher holds a B.A. degree from the University of Virginia and a Masters of Management from Northwestern University's Kellogg Graduate School of Management. Ms. Froetscher is also a Henry Crown Fellow of the Aspen Institute.

        Paul Kepes.    Mr. Kepes, 43, is a senior partner and managing director of Chicago Trading Company (CTC). Founded in 1995, CTC is a leading proprietary derivatives trading firm active in various options and futures markets, including equity indexes, equities, interest rates and commodities.

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The firm trades both on-floor and electronically, utilizing sophisticated proprietary pricing and risk management systems. CTC serves in a specialist capacity on various exchanges in many of the most active index, ETF and interest rate products. CTC employs over 300 people and is based in Chicago with offices in New York and London. Mr. Kepes holds a B.S. degree in Aeronautical and Astronautical Engineering from the University of Illinois.

        Stuart J. Kipnes.    Mr. Kipnes, 44, is the president and sole stockholder of Associated Options, Inc., an options brokerage firm that operates on the CBOE trading floor. He has served in that capacity since 1995. Mr. Kipnes holds a B.S. degree in Finance from the University of Maryland.

        Duane R. Kullberg.    Mr. Kullberg, 78, served as managing partner and chief executive officer of Arthur Andersen & Co., S.C. from 1980 until 1989. He is currently a member of the board of directors of Artio Global Investors, Inc. and has served in the past on a number of private and public company boards. Mr. Kullberg is a member of the National Association of Corporate Directors. He is a member of the Commercial Club of Chicago and a Life Trustee of Northwestern University, the University of Minnesota Foundation, and the Art Institute of Chicago. He has served on the board of directors of Nuveen Investments, Inc. Mr. Kullberg holds a B.B.A. degree from the University of Minnesota.

        Benjamin R. Londergan.    Mr. Londergan, 35, is CEO of Group One Trading, L.P. and has served on its board of directors since January 2005. Prior to his current role, he was derivatives trading managing director and was directly responsible for opening and managing the first European trading operation for Group One, G1 Derivatives Trading LTD. Mr. Londergan began his career at Group One

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in 1998. Mr. Londergan graduated summa cum laude from Indiana University and holds a B.A. degree in Mathematics with minors in French and Economics.

        R. Eden Martin.    Mr. Martin, 70, is of counsel at the law firm Sidley Austin LLP, having served as a partner from 1975 to 2004 and as chairman of the management committee from 1989 until 1999. Mr. Martin served as the president of The Commercial Club of Chicago and president of its Civic Committee from 1999 until the end of 2010. Mr. Martin is a member of the boards of directors of Nicor Inc. and Aon Corporation. He also is a life trustee of Northwestern University, the Chicago History Museum, the Chicago Symphony Orchestra and the Ravinia Festival. Mr. Martin holds a B.A. from the University of Illinois and an L.L.B. degree from Harvard University.

        Roderick A. Palmore.    Mr. Palmore, 59, is executive vice president, general counsel and chief compliance and risk management officer of General Mills, Inc. Prior to joining General Mills in February 2008, he served as executive vice president and general counsel of Sara Lee Corporation. Mr. Palmore has also served as a member of the boards of directors of Nuveen Investments, Inc. and the United Way of Metropolitan Chicago. Mr. Palmore holds a B.A. degree in Economics from Yale University and a J.D. degree from the University of Chicago Law School.

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        Susan M. Phillips.    Dr. Phillips, 66, retired as the dean of The George Washington University School of Business in 2010, a position she had held since 1998, and continues as a professor of finance at the same university. Previously she served as a commissioner of the CFTC from 1981 to 1983 and served as chairman of the CFTC from 1983 to 1987 and as a member of the board of governors of the Federal Reserve System from 1991 to 1998. Dr. Phillips is a member of the boards of directors of State Farm Mutual Automobile Insurance Company, the Kroger Company and the National Futures Association. She has served on the board of directors of State Street Research Mutual Funds and the Financial Accounting Foundation. Dr. Phillips holds a B.A. in Mathematics from Agnes Scott College, an M.S. in Finance and Insurance and a Ph.D. in Finance and Economics, both from Louisiana State University.

        William R. Power.    Mr. Power, 66, was a CBOE member from 1973 until our demutualization. He operated an options trading firm, Commercial Crush, Inc., from 1978 until early 2002. Mr. Power traded on the floor of CBOE from 1973 to 1991. Mr. Power also is a member of the board of directors of the Minneapolis Grain Exchange and Media Derivatives, Inc. and previously was a member of the New York Stock Exchange Board of Executives.

        Samuel K. Skinner.    Mr. Skinner, 72, is of counsel to the law firm Greenberg Traurig, LLP where he concentrates on corporate, governmental and regulatory matters. From 2000 to 2003, Mr. Skinner served as Chairman, President and CEO of USF Corporation. Mr. Skinner previously served as president of Commonwealth Edison Company and its holding company, Unicom Corporation (Exelon Corporation). He also was formerly White House chief of staff to President George H.W. Bush and, prior to that, served as U.S. Secretary of Transportation from February 1989 to December 1991. Mr. Skinner previously was United States Attorney for the Northern District of Illinois from 1975 to 1977, having served in that office for eight years. Mr. Skinner also serves on the boards of directors of Express Scripts, Inc., APAC Customer Services, Inc., Navigant Consulting, Inc., Echo Global Logistics, Inc. and MedAssets, Inc. He has previously served on the boards of Diamond Management

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and Technology Consultants and Dade Behring. He holds a B.S. in Accounting from the University of Illinois and a J.D. from DePaul University Law School.

        Carole E. Stone.    Ms. Stone, 63, served as director of the New York State Division of the Budget from June 2000 to October 2004. She currently serves on the boards of directors of the Nuveen Funds and the Nuveen Diversified Commodity Fund. She has previously served as the chair of the New York Racing Association Oversight Board, as commissioner on the New York State Commission on Public Authority Reform, as chair of the Public Authorities Control Board and on the board of directors of several New York State public authorities. Ms. Stone holds a B.A. in Business Administration from Skidmore College.

        Eugene S. Sunshine.    Mr. Sunshine, 61, is the senior vice president for Business and Finance at Northwestern University. He has served in that capacity since 1997. Prior to joining Northwestern, he was senior vice president for administration at The John Hopkins University. He currently is a member of the boards of directors of Nuveen Investments, the Civic Federation, and the Pathways Awareness Foundation. He is also a member of the Advisory Committee of the District 65 Educational Foundation and a member of the Commercial Club of Chicago. He currently serves as chairman of the board of Rubicon, an insurance affiliate of Northwestern University, and as a member of the boards of the Evanston Chamber of Commerce and Evanston Inventure. He holds a B.A. from Northwestern University and a Masters of Public Administration degree from the Maxwell Graduate School of Citizenship and Public Affairs at Syracuse University.

        The Board of Directors recommends that the stockholders vote FOR each of the director nominees.

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Board Structure

Independence

        At all times no less than two-thirds of our directors will be independent, as defined in our Bylaws and Corporate Governance Guidelines. The Nominating and Governance Committee has determined that all of our current directors are independent under the NASDAQ Stock Market's listing standards for independence, except Messrs. Brodsky, Duffy and Griffith.

        All of the directors on each of the Audit, Compensation and Nominating and Governance Committees are independent. Each of these committees reports to the Board as they deem appropriate, and as the Board may request.

Lead Director

        The Board has an independent Lead Director, who is authorized to preside at meetings of the non-management directors and meetings of the independent directors of the Board. The Lead Director also consults with the Chairman on the agenda for Board meetings and serves as a liaison between the Chairman and the independent directors.

Chairman and CEO Roles

        For many years, we have employed a leadership structure that included having a combined Chairman and Chief Executive Officer. We believe that this leadership structure is effective and should continue. A combined chief executive and chairman role promotes a close relationship between management and the Board and assists in the development and implementation of corporate strategy. We believe that the following elements provide strong leadership for us and for our Board:

•

having one person serve as both chairman and chief executive officer,



•

requiring the Board to consist of at least two-thirds independent directors who meet regularly without management,



•

establishing independent Audit, Compensation and Nominating and Governance Committees and



•

appointing an independent Lead Director.

Board Oversight of Risk

        Our Board is responsible for overseeing our risk management process. The Board is responsible for addressing both our general risk management strategy and significant risks facing us. It is also responsible for ensuring that management implements appropriate risk mitigation strategies. The Board stays apprised of particular risk management matters in accordance with its general oversight and approval of corporate matters.

        The Board has delegated to the Audit Committee oversight of our risk management process. Among its duties, the Audit Committee is responsible for reviewing our guidelines, policies and practices regarding risk assessment and risk management, and reviewing the adequacy and effectiveness of internal controls and procedures. The Compensation Committee has been delegated oversight of risk management as it relates to our compensation policies and procedures. All committees report to the full Board when a matter rises to the level of a material or enterprise level risk.

        Our management is responsible for daily risk management. In addition, heads of each of our divisions attend periodic enterprise risk management meetings at which an established matrix of identified risks is reviewed to evaluate the level of potential risks facing us and to identify any new risks. This group provides information and recommendations to the Audit Committee as necessary. We

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believe this division of risk management responsibilities is an effective approach for addressing the enterprise risks that we face.

Board and Committee Meeting Attendance

        There were six meetings of the Board during 2010. Each director attended at least 75% of the aggregate number of meetings of the Board and meetings of committees of which the director was a member during 2010, other than Dr. Phillips. Dr. Phillips attended over 70% of the Board and committee meetings and chaired each of the meetings of the CBOE and C2 Regulatory Oversight Committees, which serve an important role in overseeing our business.

Independent Directors Meetings

        Each of the independent directors and the non-employee directors meet periodically in executive session without management. The Lead Director presides over these meetings.

Committees of the CBOE Holdings Board of Directors

        Our Board of Directors has the following five standing Board committees:

•

the Audit Committee,



•

the Compensation Committee,



•

the Executive Committee,



•

the Nominating and Governance Committee, and



•

the Finance Committee.

        Each of the members of these committees, other than members of the Executive Committee and the Finance Committee, comply with our director independence requirements. Other than the members of the Executive Committee required to be on the committee pursuant to its charter, each of the members of the committees were recommended by the Nominating and Governance Committee for approval by the Board for service on such committee. Each of the committees has a charter, all of which are available in the Corporate Governance page on our Investor Relations section of our web site at: http://ir.CBOE.com.

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        On June 18, 2010, CBOE converted from a non-stock corporation owned by its members into a corporation that is a wholly-owned subsidiary of CBOE Holdings. Prior to that time, the primary functions of the respective CBOE Holdings' committees were conducted by either the CBOE committee of the same name or the CBOE Holdings and CBOE committees jointly. The following table shows the membership on the respective CBOE and CBOE Holdings Audit, Compensation and Nominating and Governance Committees. The number of meetings reflects the meetings of the CBOE committees, or the CBOE and CBOE Holdings committees, that happened before June 18, 2010 and the CBOE Holdings committee meetings after June 18, 2010.

        Unless otherwise indicated, discussions of the activities of the committees during 2010 include the activities of the CBOE committees before June 18, 2010.

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Audit Committee

        The Audit Committee consists of six directors, all of whom are independent under our Bylaws and Corporate Governance Guidelines, as well as Rule 10A-3 of the Securities Exchange Act of 1934, as amended. The current members of the Audit Committee are Eden Martin, Chair, James Boris, David Fisher, Duane Kullberg, Roderick Palmore and Carole Stone. The Audit Committee consists exclusively of directors who are financially literate. In addition, David Fisher and Duane Kullberg are our audit committee financial experts as defined by the SEC.

        The Audit Committee's responsibilities include:

•

engaging our independent auditor and overseeing its compensation, work and performance;



•

reviewing and discussing the annual and quarterly financial statements with management and the independent auditor;



•

reviewing our guidelines, policies and practices regarding risk assessment and risk management; and



•

reviewing transactions with related persons for potential conflict of interest situations.

Compensation Committee

        The Compensation Committee consists of six directors, all of whom are independent. The current members of the Compensation Committee are Eugene Sunshine, Chair, James Boris, Janet Froetscher, Paul Kepes, William Power and Samuel Skinner. The committee has primary responsibility for:

•

determining and recommending to the full Board all elements and amounts of compensation for the executive officers other than the CEO, including any performance goals;



•

determining and approving compensation for the CEO and reviewing succession plans relating to the CEO;



•

reviewing and recommending for approval the adoption, any amendment and termination of all cash and equity-based incentive compensation plans;



•

approving any employment agreements, severance agreements or change-in-control agreements with executive officers; and



•

reviewing and recommending the level and form of non-employee director compensation and benefits.

Nominating and Governance Committee

        The Nominating and Governance Committee consists of seven directors, all of whom are independent. The current members of the Nominating and Governance Committee are Janet Froetscher, Chair, Robert Birnbaum, James Boris, Paul Kepes, Benjamin Londergan, Susan Phillips and Eugene Sunshine. The Nominating and Governance Committee's responsibilities include:

•

recommending persons for election as director;



•

recommending a director to serve as Chairman of the Board and an independent director to serve as Lead Director;



•

reviewing annually the skills and characteristics required of directors and each incumbent director's continued service on the Board;



•

reviewing any stockholder proposals and nominations for directors;

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•

advising the Board on the appropriate structure, operations and composition of the Board and its committees; and



•

developing and recommending to the Board Corporate Governance Guidelines, a Code of Business Conduct and Ethics and other corporate governance policies and programs and reviewing such guidelines, code and any other policies and programs.

Criteria for Directors

        We believe that each of the individuals serving on our Board has the necessary skills, qualifications and experiences to address the challenges and opportunities we face. The Nominating and Governance Committee is responsible for considering and recommending nominees for election as directors. The committee annually reviews the skills and characteristics required of directors in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders. In evaluating director candidates, the committee takes into consideration many factors, including the individual's educational and professional background, whether the individual has any special experience in a relevant area, personal accomplishments and cultural experiences. In addition, the committee may consider such other factors it deems appropriate when conducting its assessment of director candidates. As part of this process, the committee reviews each incumbent director's continued service on the Board and recommends to the Board an independent director to serve as Lead Director.

Diversity

        While we do not currently have a formal diversity policy, our Corporate Governance Guidelines provide that the committee will seek to nominate directors with a diverse range of experience, qualifications and skills in order to provide varied insights and competent guidance regarding our operations, with a goal of having a Board that reflects diverse backgrounds, experience and viewpoints. We believe that we benefit from having directors with a diversity of skills, characteristics, backgrounds and cultural experiences.

Stockholder Nominations

        The Nominating and Governance Committee will consider stockholder recommendations for candidates for our Board of Directors. See "Stockholder Proposals."

Compensation Committee Interlocks and Insider Participation

        No member of the Compensation Committee is a current or former officer or employee of ours. In addition, there are no compensation committee interlocks with other entities with respect to any such member.

Annual Meeting Attendance

        We encourage members of the Board to attend our Annual Meeting of Stockholders. This is our first Annual Meeting. Meetings of the Board and its committees are being held in conjunction with the Annual Meeting of Stockholders. We expect all directors will attend the Annual Meeting.

Communications with Directors

        As provided in our Corporate Governance Guidelines, you may communicate directly with our independent directors or the entire Board. Our policy and procedures on such communications are located in the Investor Relations section of our website at http://ir.CBOE.com.

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RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        Our Audit Committee has responsibility for reviewing and approving all related party transactions. The Committee has adopted a related-party transactions approval policy. Under this policy, transactions between us and any executive officer, director or holder of more than 5% of our common stock, or any immediate family member of such person, must be approved or ratified by the Committee in accordance with the terms of the policy. The following is a description of the related party transactions that the Audit Committee has reviewed.

        Currently, 5 of our 19 directors are individuals who are CBOE or C2 Trading Permit Holders or affiliated with organizations that are Trading Permit Holders. These individuals and organizations derive a substantial portion of their income from their trading or clearing activities on our exchanges. The amount of income that a Trading Permit Holder may derive from its trading or clearing activities with us is, in part, dependent on the fees that we charge them. Trading Permit Holders may benefit from trading rules, privileges and discounts that enhance their trading opportunities and profits. Trading Permit Holders pay fees, either directly or indirectly, to us in connection with the services we provide, which in many cases could be substantial to the Trading Permit Holder. The payments made by such directors or their affiliates are on terms no more favorable than terms given to unaffiliated persons. In addition, as self-regulatory organizations, our subsidiaries may have regulatory oversight responsibilities for the Trading Permit Holders on our exchanges.

        We also administer a marketing fee program through which market makers are assessed a per contract fee on transactions resulting from customer orders from payment accepting firms and customer orders that have designated a preferred market-maker. We make the funds generated by the marketing fee available to the designated primary market-maker or preferred market-maker in the option class in which the fee was assessed to be used to attract order flow to us. In providing administrative support to the marketing fee program, we do not determine which payment accepting firms are paid these funds or the amount of any such payments. Rather, we provide administrative support in such matters as maintaining the funds, keeping track of the number of qualified orders each firm directs to us, and making the necessary debits and credits to reflect the payments made at the direction of DPMs and preferred market-makers. Funds that are not paid out are either maintained in an excess pool for later payment or rebated to the market participants who paid the fees. Mr. Fisher is affiliated with a firm, optionsXpress, Inc., that receives marketing fee funds.

        In connection with our restructuring and initial public offering, we paid Mr. Griffith a cash award of $300,000. This payment was made based on an agreement between us and Mr. Griffith based on his service as Vice Chairman. See "Director Compensation."

Beneficial Ownership of Management and Directors

        The following table lists the shares of our unrestricted common stock and Class A-2 common stock that were beneficially owned as of December 31, 2010 by each of:

•

our directors,



•

our named executive officers,



•

our directors and executive officers as a group, and

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•

beneficial owners of more than 5% of our common stock.

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Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our executive officers, directors and persons who own more than 10% of our common stock file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Executive officers, directors and greater-than-10% stockholders, if any, are required by regulation to furnish us with copies of all Forms 3, 4 and 5 that they file.

        Based on our review of the copies of those forms, and any amendments that we have received, and written representations from our executive officers and directors, we believe that all executive officers and directors complied with all of the filing requirements applicable to them with respect to transactions during the year ended December 31, 2010. We are not aware of any beneficial owners of more than 10% of our common stock.

COMPENSATION

Director Compensation

        For the year ended December 31, 2010, we compensated our non-employee directors as follows:

•

an annual retainer of $25,000,



•

a fee of $2,500 for each meeting of the Board that they attended,



•

a fee of $2,500 for each committee meeting that they attended,



•

each committee chair received an additional annual retainer of $10,000, and



•

the Lead Director of the Board received an additional annual retainer of $25,000.

        In addition to the fees set forth above, on June 15, 2010, each of our non-employee directors received a restricted stock grant pursuant to our Long-Term Incentive Plan of 7,547 shares of common stock in connection with our restructuring and initial public offering. The restricted stock grant is subject to a four-year vesting schedule in which 25% of the shares granted will vest each year on the anniversary of the grant date. Vesting will accelerate upon the director's death or disability, the occurrence of change in control or upon termination of service as a Board member due to a reduction in the size of the Board. Unvested portions of the restricted stock grants will be forfeited if the director terminates service on the Board prior to the applicable vesting date.

        For 2010, Mr. Duffy, one of our non-employee directors, was paid $450,000 for service as Vice Chairman and a bonus of $350,000. Mr. Duffy serves as the Vice Chairman of CBOE for a term that ends in May 2011. The Vice Chairman position primarily served to facilitate communication with, until our demutualization, the members of CBOE and, now, serves to facilitate communication with CBOE Trading Permit Holders. We anticipate that the position of Vice Chairman will be eliminated when the current term is completed.

        Mr. Griffith, a non-employee director, had served as the Vice Chairman of CBOE until he took a leave of absence beginning in July 2009. In connection with his leave of absence and in recognition of

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his efforts to effect the demutualization and the initial public offering, we agreed to pay him, and in 2010 did pay him, $300,000.

        The compensation of our non-employee directors for the year ended December 31, 2010 for their service as members of our Board of Directors is shown in the following table. All of the restricted stock grants to non-employee directors remained outstanding as of December 31, 2010.

2010 Director Compensation

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        The Compensation Committee has adopted stock ownership guidelines that provide that each non-employee director should own stock equal to three times his or her annual retainer. For purposes of ownership requirement, (a) shares owned outright or in trust; and (b) restricted stock, including shares that have been granted but are unvested, are included. Each of the non-employee directors met this ownership requirement as of December 31, 2010.

Compensation Discussion and Analysis

Overview

        The following is a discussion of how our Compensation Committee determined and recommended to the Board the total compensation of our "named executive officers," or "NEOs," which consists of:

•

William J. Brodsky, Chairman and Chief Executive Officer;



•

Edward J. Joyce, President and Chief Operating Officer;



•

Edward T. Tilly, Executive Vice Chairman;



•

Richard G. DuFour, Executive Vice President Corporate Planning & Development; and



•

Alan J. Dean, Executive Vice President Finance & Administration, Chief Financial Officer and Treasurer.

        Our executive compensation program is designed to attract and retain the most talented and dedicated executives possible and to motivate our executives and other key employees to achieve corporate goals that create value for our stockholders. To meet these objectives, the Compensation Committee designed and implemented an executive compensation program that pays a substantial portion of executive compensation based on corporate and individual performance.

        The Compensation Committee believes that compensation plays a vital role in contributing to the achievement of key strategic business objectives that ultimately drive long-term business success. Accordingly, our executive compensation program has been designed to focus our executives on achieving critical corporate goals, while taking steps to position the business for sustained financial performance over time.

        The following table lists the various elements included in the total compensation pay mix for our executive officers and each element's purpose. Additional details regarding the pay components are provided in later sections.

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(1)

The amounts shown reflect the total cash incentive paid to the individual under our annual incentive program. For a discussion of our annual incentive program, please see "Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive" above. Annual incentive payments for services performed in 2010, 2009 and 2008 by named executive officers were paid in early 2011, 2010 and 2009, respectively.

(2)

The amounts in the stock award column represent the aggregate fair value of the awards granted to each named executive officer on June 15, 2010 computed in accordance with stock based accounting rules (Financial Standards Accounting Board ASC Topic 718). Assumptions used in the calculation of these amounts are included in the footnotes to our 2010 consolidated financial statements, which are included in our Annual Report on Form 10-K filed with the SEC. For more information on the amounts shown in this column, please see "2010 Grants of Plan-Based Awards."

(3)

The amounts shown represent benefits that were, from time to time, made available to our executives. In 2010, these amounts included retirement plan contributions and life insurance. In 2009 and 2008, the amounts also included club memberships, financial services, parking and certain other perquisites, all of which were eliminated effective January 1, 2010. For more information on

the amounts shown in this column for 2010, please see the following "All Other Compensation Detail" table.

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(1)

The amounts shown are our matching contributions to our qualified 401(k) plan on behalf of each of the officers listed. In 2010, we matched employee contributions up to 4% of the employee's compensation, subject to statutory limitations. From January 1, 2010 through September 30, 2010, we matched 200% of such contributions and, for the remainder of the year, we matched 100%.

(2)

The amounts shown are our matching contributions to the non-qualified defined contribution plans on behalf of each executive officer, including contributions made to the Supplemental Executive Retirement Plan, Executive Retirement Plan and Deferred Compensation Plan. For a description of these plans, please see "Non-Qualified Defined Contribution Plans" below.

(3)

Represents the amount attributable to taxable life insurance in excess of $50,000.

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(1)

Each grant has a four-year vesting schedule, in which 25% of the award will vest on the anniversary of the grant date. Awards to Messrs. Brodsky, Joyce and DuFour immediately vest upon their respective retirements. This initial long-term incentive grant was intended as a multiple-year award.

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(1)

See footnote (1) to the 2010 Grants of Plan-Based Awards table above for vesting and other information regarding these grants.

(2)

Based on the market value of our common stock on December 31, 2010.

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(1)

The amount of executive contributions made by each named executive officer and reported in this column is included in each named executive officer's compensation reported on the Summary Compensation table under the column labeled "Salary."

(2)

The amount of Company contributions reported in this column for each named executive officer is also included in each named executive officer's compensation reported on the Summary Compensation table under the column labeled "All Other Compensation."

(3)

Earnings are based upon the investment fund selected through Fidelity Investments by the named executive officer for each plan.

(4)

No amounts reported in this column were or have been included in the Summary Compensation table.