CME Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CME
Investment Bankers/Brokers/Service
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 2025 (May 8, 2025 )
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(Exact Name of Registrant as Specified in its Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||||||||||||
| (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)
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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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
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 2025 Annual Meeting of Shareholders on May 8, 2025 (the “Annual Meeting”).
At the close of business on March 10, 2025, the record date of the Annual Meeting, the Company had 360,382,710 shares of Class A and Class B common stock issued and outstanding. The following shares were present at the Annual Meeting, either in person or by proxy.
Class(es) of Common Stock | Aggregate No. of Shares | % of the Issued and Outstanding | ||||||
Classes A and B | 311,658,709 | 86.47 | % | |||||
Class B-1 | 124 | 19.84 | % | |||||
Class B-2 | 181 | 22.26 | % | |||||
Class B-3 | 214 | 16.63 | % | |||||
Class B-4 | 63 | 15.25 | % | |||||
The results of the proposals are as follows:
1. The election of fourteen Equity Directors to serve until 2026 (elected by the Class A and Class B shareholders voting together as a single class):
Name | Votes For | Against | Abstain | ||||||||
Terrence A. Duffy | 257,017,436 | 30,433,594 | 348,259 | ||||||||
Kathryn Benesh | 280,349,469 | 7,048,438 | 401,382 | ||||||||
| Timothy S. Bitsberger | 270,197,544 | 17,133,091 | 468,654 | ||||||||
| Charles P. Carey | 251,333,769 | 36,107,244 | 358,276 | ||||||||
| Bryan T. Durkin | 273,896,666 | 13,381,716 | 520,907 | ||||||||
| Harold Ford Jr. | 278,840,945 | 8,618,718 | 339,626 | ||||||||
| Martin J. Gepsman | 244,933,478 | 42,487,931 | 377,880 | ||||||||
| Daniel G. Kaye | 275,131,059 | 12,227,449 | 440,781 | ||||||||
| Phyllis M. Lockett | 170,012,222 | 111,549,878 | 6,237,189 | ||||||||
| Deborah J. Lucas | 280,118,523 | 7,252,638 | 428,128 | ||||||||
| Rahael Seifu | 278,921,554 | 8,460,622 | 417,113 | ||||||||
| William R. Shepard | 268,859,065 | 18,679,686 | 260,538 | ||||||||
| Howard J. Siegel | 267,743,441 | 19,671,146 | 384,702 | ||||||||
| Dennis A. Suskind | 244,819,214 | 42,491,525 | 488,550 | ||||||||
There were a total of 23,859,420 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 2025 (ratified by the Class A and Class B shareholders voting together as a single class) was approved:
| Votes For | Votes Against | Abstentions | ||||||
| 289,994,511 | 21,300,039 | 364,159 | ||||||
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 For | Votes Against | Abstentions | ||||||
| 251,216,946 | 36,031,154 | 551,189 | ||||||
There were a total of 23,859,420 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 2026 Annual Meeting or their earlier resignation or removal.
Name | Votes For | Votes Against | Abstentions | ||||||||
William W. Hobert | 109 | 6 | 9 | ||||||||
Patrick J. Mulchrone | 110 | 6 | 8 | ||||||||
Robert J. Tierney Jr. | 110 | 4 | 10 | ||||||||
b. In the election of the two Class B-2 Directors, no quorum was achieved. Therefore, Patrick W. Maloney is a “holdover” under Delaware law and the Company’s bylaws. He will continue to serve until his successor is duly elected at the 2026 Annual Meeting or his earlier resignation or removal. There is a vacancy in one of the Class B-2 director positions until an individual is duly elected to the position. The next election will be in 2026.
Name | Votes For | Votes Against | Abstentions | ||||||||
Patrick W. Maloney | 140 | 12 | 29 | ||||||||
Liam G. Smith | 153 | 9 | 19 | ||||||||
c. 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 2026 Annual Meeting or her earlier resignation or removal.
Name | Votes For | Votes Against | Abstentions | ||||||||
Elizabeth A. Cook | 158 | 38 | 18 | ||||||||
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, 2025 | By: | /s/ Jonathan Marcus | ||||||||||||
| Name: Title: | Jonathan Marcus Senior Managing Director and General Counsel | |||||||||||||