8-KLeadership ChangesExhibits & Filings

CME GROUP INC. 8-K Report, Executive Changes (Feb 17, 2017)

Filed February 17, 2017For Securities:CME

Summary

This Form 8-K filing from CME Group Inc. (CME) provides details on the retirement agreement entered into with former CEO, Phupinder Gill. The agreement, effective December 31, 2016, outlines the terms of his departure, including the immediate vesting of certain equity awards and continued medical coverage. Key financial implications for investors revolve around the acceleration of Mr. Gill's time-vesting equity awards, both those issued before and after November 11, 2015, under the terms of his employment and retirement agreements respectively. While he will receive a retirement payment equivalent to two times his annual base salary, he will not receive a bonus for fiscal year 2016. Performance-vesting awards remain subject to actual performance results. The entire agreement is contingent upon Mr. Gill executing a release of claims.

Key Highlights

  • 1CME Group Inc. has formalized the retirement agreement with former CEO Phupinder Gill, effective December 31, 2016.
  • 2Under the retirement agreement, Phupinder Gill's outstanding time-vesting equity awards issued after November 11, 2015, will fully vest.
  • 3Mr. Gill's time-vesting equity awards issued between August 5, 2009, and November 11, 2015, also became fully vested on December 31, 2016, per his prior employment agreement.
  • 4The former CEO is entitled to a retirement payment equivalent to two times his annual base salary.
  • 5Phupinder Gill will not receive a bonus payment for the fiscal year 2016.
  • 6Mr. Gill will receive 48 months of continued medical coverage post-retirement.
  • 7Performance-vesting equity awards for Mr. Gill remain subject to actual performance results for vesting.

Frequently Asked Questions

The primary financial implications involve the accelerated vesting of Phupinder Gill's time-vesting equity awards, both those issued before and after November 11, 2015. Additionally, the company will make a retirement payment equivalent to two times his annual base salary. Performance-vesting awards are not immediately impacted and will vest based on actual performance.

No, the retirement agreement specifies that Phupinder Gill will not receive a bonus payment in respect of fiscal year 2016.

Upon retirement, Phupinder Gill will receive a retirement payment equal to two times his annual base salary, 48 months of continued medical coverage, and the full vesting of certain time-vesting equity awards. His performance-vesting equity awards remain subject to achievement of performance targets.

Yes, the retirement payment and the vesting of Mr. Gill's equity awards are contingent upon his execution of a release of claims in favor of CME Group Inc.