CME 8K Submission of Matters to a Vote of Security Holders

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 6, 2020

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 2020 Annual Meeting of shareholders on May 6, 2020.

At the close of business on March 9, 2020, the record date of the Annual Meeting, the Company had 358,479,595 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		285,605,145		79.67	%
Class B-1		255		40.80	%
Class B-2		341		41.94	%
Class B-3		388		30.14	%
Class B-4		113		27.36	%

The results of the proposals are as follows:

The election of seventeen Equity Directors to serve until 2021 (elected by the Class A and Class B shareholders voting together as a single class):


Equity Directors	For		Against		Abstain		Broker Non-Votes
Terrence A. Duffy		240,724,701		14,757,953		2,360,686		27,761,805
Timothy S. Bitsberger		248,242,856		9,031,953		568,531		27,761,805
Charles P. Carey		248,063,503		9,255,797		524,040		27,761,805
Dennis H. Chookaszian		243,925,389		13,444,089		473,862		27,761,805
Bryan T. Durkin		251,013,291		6,479,057		350,992		27,761,805
Ana Dutra		255,873,777		1,440,447		529,116		27,761,805
Martin J. Gepsman		241,833,175		15,548,284		461,881		27,761,805
Larry G. Gerdes		244,502,054		12,846,677		494,609		27,761,805
Daniel R. Glickman		236,668,791		17,932,746		3,241,803		27,761,805
Daniel G. Kaye		255,847,086		1,492,478		503,776		27,761,805
Phyllis M. Lockett		254,024,349		3,275,716		543,275		27,761,805
Deborah J. Lucas		255,709,021		1,532,574		601,745		27,761,805
Terry L. Savage		245,195,984		12,240,840		406,516		27,761,805
Rahael Seifu		255,982,972		1,314,552		545,816		27,761,805
William R. Shepard		248,189,771		9,246,538		407,031		27,761,805
Howard J. Siegel		251,683,735		5,782,197		377,408		27,761,805
Dennis A. Suskind		246,455,086		10,893,857		494,397		27,761,805

The ratification of the appointment of Ernst & Young LLP as the Company’s independent public accounting firm for 2020 (ratified by the Class A and Class B shareholders voting together as a single class):


Votes For	Votes Against	Abstentions
280,203,767	4,966,305	435,073

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


Votes For	Votes Against	Abstentions
239,352,870	17,470,894	1,019,576

There were a total of 27,761,805 broker non-votes in this proposal.

The election of Class B Directors:

The election of three Class B-1 Directors to serve until 2021 from a slate of five nominees (the nominees in bold were elected by the Class B-1 shareholders):


Name	Votes For
Steve A. Beitler		80
Bradley S. Glass		73
William W. Hobert		161
Patrick J. Mulchrone		182
Robert J. Tierney Jr.		167

The election of two Class B-2 Directors to serve until 2021 from a slate of five nominees (the nominees in bold were elected by the Class B-2 shareholders):


Name	Votes For
Michael G. Dennis		147
Dante A. Federighi		60
Yra G. Harris		130
Patrick W. Maloney		167
Ronald A. Pankau		121

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 2021 Annual Meeting or her earlier resignation or removal.


Name	Votes For
Elizabeth A. Cook		311
Spencer K. Hauptman		61

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 8, 2020	By:	/s/ Kathleen M. Cronin
	Name:	Kathleen M. Cronin
	Title:	Senior Managing Director, General Counsel and Corporate Secretary

CME (CME) 8-KSubmission of Matters to a Vote of Security Holders