Summary
CME Group Inc. (CME) filed an 8-K on April 23, 2013, reporting amendments to its Tenth Amended and Restated Bylaws, primarily implementing a majority voting policy for director elections, effective for the 2014 annual meeting. Under this new policy, director nominees must receive more votes in favor than against in uncontested elections to be elected. This change reflects a move towards enhanced corporate governance and shareholder accountability. In conjunction with the bylaw amendments, CME Group also updated its Corporate Governance Principles. These principles now require incumbent directors who fail to achieve the required majority vote to offer their resignation. The Board will then review this resignation, considering recommendations from the Governance Committee, and publicly disclose its decision within 90 days of election certification. Additional, less significant amendments were made to reflect current officer composition and the Board's ability to elect a Lead Director.
Key Highlights
- 1CME Group Inc. adopted a majority voting policy for director elections, effective 2014.
- 2Under the new policy, directors must receive more 'for' votes than 'against' votes in uncontested elections.
- 3Incumbent directors failing to achieve majority support must offer to resign.
- 4The Board will review tendered resignations and publicly disclose its decision within 90 days.
- 5Amendments were made to reflect current officer structure.
- 6The Board's right to elect a Lead Director was incorporated into the bylaws.