8-KLeadership ChangesRegulation FDExhibits & Filings

CME GROUP INC. 8-K Report, Executive Changes (Feb 13, 2018)

Filed February 13, 2018For Securities:CME

Summary

CME Group Inc. (CME) announced significant changes to its Board of Directors through an 8-K filing on February 13, 2018. Key figures Leo Melamed and John F. Sandner, both long-standing members, have notified the board of their intention to retire effective May 9, 2018, following the company's annual shareholder meeting. This marks the end of an era for two individuals who have played crucial roles in the company's history and development. Following their board retirements, both Melamed and Sandner will transition into consulting roles. The company has outlined specific compensation packages for their ongoing advisory services. Mr. Melamed will receive $1.3 million annually for the first two years of his consultancy, followed by $300,000 annually thereafter. Mr. Sandner will receive $1 million annually for the first two years, after which his consulting engagement will conclude. These arrangements signal the company's intent to retain their valuable expertise even as they step down from formal board duties.

Key Highlights

  • 1Leo Melamed and John F. Sandner to retire from CME Group's Board of Directors effective May 9, 2018 (post-annual meeting).
  • 2Both retiring directors will transition to consulting roles with CME Group.
  • 3Leo Melamed to receive $1.3 million annually for consulting services for the first two years post-retirement, then $300,000 annually thereafter.
  • 4John F. Sandner to receive $1 million annually for consulting services for the first two years post-retirement, with no further consulting engagement afterward.
  • 5The company issued separate press releases on February 8, 2018, to announce these retirements, which are attached as exhibits to the 8-K filing.

Frequently Asked Questions

Leo Melamed and John F. Sandner are long-time, influential figures at CME Group. Their upcoming retirements from the Board of Directors, effective May 9, 2018, signify a transition for the company after years of their leadership and contributions. Both have played pivotal roles in shaping CME Group's trajectory.

CME Group has structured compensation for their consulting services. Leo Melamed will be paid $1.3 million annually for the first two years, and $300,000 annually thereafter. John F. Sandner will receive $1 million annually for two years, after which his consulting role will end. These amounts reflect the company's desire to retain their expertise.

The consulting fees represent a commitment from CME Group, totaling $2.3 million annually for the first two years and $300,000 annually for the subsequent years of Mr. Melamed's engagement. While these are notable sums, they are part of a strategic decision to leverage the experience of these key individuals.

The retirements from the Board of Directors will be effective upon the completion of CME Group's annual meeting of shareholders, which is scheduled for May 9, 2018. Their consulting roles will commence thereafter.