Form 8-K - Current report

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 13, 2024 (May 9, 2024)

CME GROUP INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-31553

36-4459170

(State or Other Jurisdiction

of Incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

20 South Wacker Drive

Chicago, Illinois 60606

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (312) 930-1000

N/A

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol

Name of each exchange

on which registered

Class A Common Stock

CME

Nasdaq

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))

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 5.07.

Submission of Matters to a Vote of Security Holders.

CME Group Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders on May 9, 2024 (the “Annual Meeting”).

At the close of business on March 11, 2024, the record date of the Annual Meeting, the Company had 360,025,217 shares of Class A and Class B common stock issued and outstanding. The following shares were present at the Annual Meeting, either in person at the virtual shareholder meeting or by proxy.


Class(es) of Common Stock	Aggregate No. of Shares		% of the Issued and Outstanding
Classes A and B		314,467,507		87.34	%
Class B-1		108		17.28	%
Class B-2		156		19.19	%
Class B-3		186		14.45	%
Class B-4		80		14.04	%

The results of the proposals are as follows:

The election of seventeen Equity Directors to serve until 2025 (elected by the Class A and Class B shareholders voting together as a single class):


Name	Votes For		Against		Abstain
Terrence A. Duffy		264,576,518		23,927,907		2,198,870
Kathryn Benesh		287,025,625		3,377,766		299,904
Timothy S. Bitsberger		271,199,149		18,826,377		677,769
Charles P. Carey		250,175,640		38,943,118		1,584,537
Bryan T. Durkin		276,236,227		14,134,156		332,912
Harold Ford Jr.		286,905,347		3,543,234		254,714
Martin J. Gepsman		245,526,452		44,777,087		399,756
Larry G. Gerdes		258,928,745		31,252,047		522,503
Daniel R. Glickman		247,915,795		41,955,656		831,844
Daniel G. Kaye		281,647,502		8,734,716		321,077
Phyllis M. Lockett		186,404,669		103,767,613		531,013
Deborah J. Lucas		286,554,619		3,804,978		343,698
Terry L. Savage		262,369,321		27,634,626		699,348
Rahael Seifu		279,119,772		10,896,682		686,841
William R. Shepard		265,731,090		24,770,177		202,028
Howard J. Siegel		265,983,505		24,482,362		237,428
Dennis A. Suskind		242,126,932		48,090,239		486,124

There were a total of 23,764,212 broker non-votes in this proposal.

The ratification of the appointment of Ernst & Young LLP as the Company’s independent public accounting firm for 2024 (ratified by the Class A and Class B shareholders voting together as a single class):


Votes For	Votes Against	Abstentions
289,766,319	24,482,330	218,858

The advisory vote of the compensation of the Company’s named executive officers (by the Class A and Class B shareholders voting together as a single class) was approved:


Votes For	Votes Against	Abstentions
253,068,323	37,272,265	362,707

There were a total of 23,764,212 broker non-votes in this proposal.

The election of Class B Directors:

In the election of the three Class B-1 Directors, no quorum was achieved. Therefore, William W. Hobert, Patrick J. Mulchrone and Robert J. Tierney Jr. are each a “holdover” under Delaware law and the Company’s bylaws. They will continue to serve until their successors are duly elected at the 2025 Annual Meeting or their earlier resignation or removal.


Name	Votes For		Votes Against		Abstentions
William W. Hobert		97		7		4
Patrick J. Mulchrone		102		3		3
Robert J. Tierney Jr.		101		5		2

In the election of the two Class B-2 Directors, no quorum was achieved. Therefore, Michael G. Dennis and Patrick W. Maloney are each a “holdover” under Delaware law and the Company’s bylaws. They will continue to serve until their successors are duly elected at the 2025 Annual Meeting or their earlier resignation or removal.


Name	Votes For		Votes Against		Abstentions
Michael G. Dennis		132		16		8
Patrick W. Maloney		142		10		4

In the election of one Class B-3 Director, no quorum was achieved. Therefore, Elizabeth A. Cook is a “holdover” under Delaware law and the Company’s bylaws. She will continue to serve until her successor is duly elected at the 2025 Annual Meeting or her earlier resignation or removal.

Name

Votes For

Votes Against

Abstentions

Elizabeth A. Cook

157

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	CME Group Inc.
	Registrant

Date: May 13, 2024	By:	/s/ Jonathan Marcus
	Name:	Jonathan Marcus
	Title:	Senior Managing Director and General Counsel

Document and Entity Information	May 09, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001156375
Document Type	8-K
Document Period End Date	May 09, 2024
Entity Registrant Name	CME GROUP INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-31553
Entity Tax Identification Number	36-4459170
Entity Address, Address Line One	20 South Wacker Drive
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	(312)
Local Phone Number	930-1000
Security 12b Title	Class A Common Stock
Trading Symbol	CME
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false