8-KLeadership Changes

CME GROUP INC. 8-K Report, Executive Changes (May 2, 2012)

Filed May 2, 2012For Securities:CME

Summary

CME Group Inc. (CME) filed an 8-K on May 2, 2012, reporting a significant executive transition. Craig S. Donohue retired as Chief Executive Officer and resigned from the Board of Directors, effective May 1, 2012. Terrence A. Duffy has assumed the roles of Executive Chairman and President, while Phupinder S. Gill has been appointed as the new CEO and a member of the Board. This transition marks a change in leadership for the company. The filing also details the retirement agreement with Mr. Donohue. In exchange for a release of claims and extended non-competition/non-solicitation covenants through December 31, 2013, Mr. Donohue will receive payments equivalent to what he would have earned through his original planned retirement date of December 31, 2012. He remains eligible for a 2012 bonus based on performance goals, and certain equity awards will vest upon the release of claims, with options having an extended exercise period.

Key Highlights

  • 1Craig S. Donohue has retired as CEO and resigned from the Board of Directors, effective May 1, 2012.
  • 2Terrence A. Duffy is now Executive Chairman and President.
  • 3Phupinder S. Gill has been appointed as the new CEO and a Board member.
  • 4CME Group entered into a retirement agreement with Mr. Donohue.
  • 5Mr. Donohue's agreement includes payments for salary, benefits, and supplemental retirement contributions until his originally scheduled retirement date of December 31, 2012.
  • 6Mr. Donohue's non-competition and non-solicitation covenants are extended to December 31, 2013.
  • 7Equity awards granted to Mr. Donohue will vest upon the effectiveness of his release of claims, with specific provisions for stock options and performance-based awards.

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