filings.toolsCME Group 8-K 2023-05-04
Filed 2023-05-09. 1 sections, 9K characters. Original on sec.gov · Markdown · JSON
Form 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 9, 2023 (May 4, 2023)
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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 2023 Annual Meeting of Shareholders on May 4, 2023 (the “Annual Meeting”).
At the close of business on March 6, 2023, the record date of the Annual Meeting, the Company had 359,742,876 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 | 310,372,673 | 86.27% | ||
| Class B-1 | 154 | 24.64% | ||
| Class B-2 | 185 | 22.75% | ||
| Class B-3 | 240 | 18.64% | ||
| Class B-4 | 70 | 16.94% |
The results of the proposals are as follows:
| 1. | The election of seventeen Equity Directors to serve until 2024 (elected by the Class A and Class B shareholders voting together as a single class): |
|---|
| Name | Votes For | Against | Abstain | |||
| Terrence A. Duffy | 257,479,451 | 25,732,170 | 2,098,057 | |||
| Kathryn Benesh | 282,267,364 | 2,555,828 | 486,486 | |||
| Timothy S. Bitsberger | 198,497,526 | 86,445,091 | 367,061 | |||
| Charles P. Carey | 155,494,092 | 129,564,682 | 250,904 | |||
| Bryan T. Durkin | 267,937,596 | 17,028,091 | 343,991 | |||
| Harold Ford Jr. | 281,691,480 | 3,189,468 | 428,730 | |||
| Martin J. Gepsman | 235,257,908 | 49,757,675 | 294,095 | |||
| Larry G. Gerdes | 230,887,901 | 53,928,040 | 493,737 | |||
| Daniel R. Glickman | 176,633,967 | 108,293,802 | 381,909 | |||
| Daniel G. Kaye | 273,525,747 | 11,242,868 | 541,063 | |||
| Phyllis M. Lockett | 188,837,757 | 95,728,347 | 743,574 | |||
| Deborah J. Lucas | 279,035,366 | 5,735,455 | 538,857 | |||
| Terry L. Savage | 181,492,942 | 103,516,285 | 300,451 | |||
| Rahael Seifu | 208,237,395 | 76,506,646 | 565,637 | |||
| William R. Shepard | 259,019,070 | 25,988,278 | 302,350 | |||
| Howard J. Siegel | 250,269,690 | 34,605,690 | 434,298 | |||
| Dennis A. Suskind | 240,914,215 | 43,968,153 | 427,310 |
There were a total of 25,062,995 broker non-votes in this proposal.
| 2. | The ratification of the appointment of Ernst & Young LLP as the Company’s independent public accounting firm for 2023 (ratified by the Class A and Class B shareholders voting together as a single class): |
|---|
| Votes For | Votes Against | Abstentions | ||
| 288,023,555 | 22,067,160 | 281,958 |
| 3. | 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 not approved: |
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| Votes For | Votes Against | Abstentions | ||
| 91,525,185 | 192,824,961 | 959,532 |
There were a total of 25,062,995 broker non-votes in this proposal.
| 4. | The advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers of one year was approved: |
|---|
| 1 Year | 2 Years | 3 Years | Abstentions | |||
| 280,593,543 | 331,495 | 3,580,093 | 804,547 |
There were a total of 25,062,995 broker non-votes in this proposal.
The Board of Directors will follow its recommendation to include a non-binding advisory vote on the compensation of the Company’s named executive officers at each annual meeting until the next required vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers at its 2029 annual meeting.
| 5. | The election of Class B Directors: |
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| a. | 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 2024 Annual Meeting or their earlier resignation or removal. |
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| Name | Votes For | Votes Against | Abstentions | |||
| William W. Hobert | 145 | 4 | 5 | |||
| Patrick J. Mulchrone | 150 | 1 | 3 | |||
| Robert J. Tierney Jr. | 147 | 4 | 3 |
| a. | 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 2024 Annual Meeting or their earlier resignation or removal. |
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| Name | Votes For | Votes Against | Abstentions | |||
| Michael G. Dennis | 166 | 12 | 7 | |||
| Patrick W. Maloney | 172 | 7 | 6 |
| b. | 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 2024 Annual Meeting or her earlier resignation or removal. |
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| Name | Votes For | Votes Against | Abstentions | |||
| Elizabeth A. Cook | 201 | 34 | 5 |
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 9, 2023 | By: | /s/ Jonathan Marcus | ||||
| Name: | Jonathan Marcus | |||||
| Title: | Senior Managing Director and | |||||
| General Counsel |