CME Group 8-K 2024-05-09

Filed 2024-05-13. 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 13, 2024 (May 9, 2024)

CME GROUP INC.

(Exact Name of Registrant as Specified in Charter)

Delaware001-3155336-4459170
(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 classTrading symbolName of each exchange on which registered
Class A Common StockCMENasdaq

**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 StockAggregate No. of Shares% of the Issued and Outstanding
Classes A and B314,467,50787.34%
Class B-110817.28%
Class B-215619.19%
Class B-318614.45%
Class B-48014.04%

The results of the proposals are as follows:

1.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):
NameVotes ForAgainstAbstain
Terrence A. Duffy264,576,51823,927,9072,198,870
Kathryn Benesh287,025,6253,377,766299,904
Timothy S. Bitsberger271,199,14918,826,377677,769
Charles P. Carey250,175,64038,943,1181,584,537
Bryan T. Durkin276,236,22714,134,156332,912
Harold Ford Jr.286,905,3473,543,234254,714
Martin J. Gepsman245,526,45244,777,087399,756
Larry G. Gerdes258,928,74531,252,047522,503
Daniel R. Glickman247,915,79541,955,656831,844
Daniel G. Kaye281,647,5028,734,716321,077
Phyllis M. Lockett186,404,669103,767,613531,013
Deborah J. Lucas286,554,6193,804,978343,698
Terry L. Savage262,369,32127,634,626699,348
Rahael Seifu279,119,77210,896,682686,841
William R. Shepard265,731,09024,770,177202,028
Howard J. Siegel265,983,50524,482,362237,428
Dennis A. Suskind242,126,93248,090,239486,124

There were a total of 23,764,212 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 2024 (ratified by the Class A and Class B shareholders voting together as a single class):
Votes ForVotes AgainstAbstentions
289,766,31924,482,330218,858
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 approved:
Votes ForVotes AgainstAbstentions
253,068,32337,272,265362,707

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

4.The election of Class B Directors:
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 2025 Annual Meeting or their earlier resignation or removal.
NameVotes ForVotes AgainstAbstentions
William W. Hobert9774
Patrick J. Mulchrone10233
Robert J. Tierney Jr.10152
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 2025 Annual Meeting or their earlier resignation or removal.
NameVotes ForVotes AgainstAbstentions
Michael G. Dennis132168
Patrick W. Maloney142104
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 2025 Annual Meeting or her earlier resignation or removal.
NameVotes ForVotes AgainstAbstentions
Elizabeth A. Cook157263

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