8-KLeadership ChangesExhibits & Filings

CME GROUP INC. 8-K Report, Executive Changes (Oct 3, 2014)

Filed October 3, 2014For Securities:CME

Summary

This Form 8-K filing from CME Group Inc. (CME) on October 3, 2014, primarily details the executive transition of its Chief Financial Officer (CFO), James E. Parisi. Mr. Parisi, who had previously announced his retirement from the CFO role, has entered into a Retention Agreement to ensure an orderly transition of his duties to John W. Pietrowicz. This agreement extends Mr. Parisi's employment through December 31, 2014, or until the full transition to Mr. Pietrowicz is complete. Investors should note the compensation and benefits provided to Mr. Parisi under this agreement, which include continued eligibility for his 2014 annual incentive bonus, accelerated vesting of certain unvested stock options and restricted stock grants, and a release of claims against the company. Mr. Parisi remains bound by his existing confidentiality, non-competition, and non-solicitation agreement. This filing provides transparency on executive management changes and associated financial arrangements, which are important considerations for assessing management stability and potential future financial impacts.

Key Highlights

  • 1James E. Parisi, CME Group's Senior Managing Director and CFO, has entered into a Retention Agreement.
  • 2The agreement facilitates an orderly transition of the CFO role from Mr. Parisi to John W. Pietrowicz.
  • 3Mr. Parisi will remain employed through December 31, 2014, or until the transition to Mr. Pietrowicz is complete.
  • 4As consideration for the retention, Mr. Parisi is eligible for his 2014 annual incentive bonus.
  • 5Outstanding time-vesting stock options and restricted stock grants held by Mr. Parisi will accelerate vesting upon his retirement date.
  • 6Mr. Parisi has agreed to a general release of claims against the company and its affiliates.
  • 7Mr. Parisi remains subject to his existing confidentiality, non-competition, and non-solicitation obligations.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose the details of a Retention Agreement between CME Group Inc. and its Chief Financial Officer, James E. Parisi. This agreement is designed to ensure a smooth transition of the CFO responsibilities to John W. Pietrowicz and outlines the terms of Mr. Parisi's continued employment and compensation during this period.

Under the Retention Agreement, Mr. Parisi will remain eligible for his 2014 annual incentive bonus, and all of his outstanding time-vesting stock options and restricted stock grants that would have vested by December 31, 2015, will become fully vested upon his retirement date. He will also receive consideration for signing a general release of claims against the company.

Mr. Parisi's primary obligation is to remain employed with CME Group through December 31, 2014, or until the complete transition of CFO duties to John W. Pietrowicz. He has also agreed to a general release of claims against the company. Importantly, he remains bound by his existing Confidentiality, Non-Competition, and Non-Solicitation Agreement.

John W. Pietrowicz is set to assume the role of Chief Financial Officer. The Retention Agreement with Mr. Parisi is specifically to facilitate his transition into this role.