8-KShareholder Matters

CME GROUP INC. 8-K Report, Shareholder Vote Results (May 15, 2018)

Filed May 15, 2018For Securities:CME

Summary

CME Group Inc. (CME) filed a Current Report (8-K) on May 15, 2018, detailing the outcomes of its Annual Meeting of Shareholders held on May 8, 2018. A significant majority (approximately 89%) of outstanding shares were represented, indicating strong shareholder engagement. Key resolutions passed include the election of fourteen Equity Directors and the ratification of Ernst & Young LLP as the independent auditor for 2018, both with overwhelming support. The report also includes advisory vote results on executive compensation, which passed with a substantial majority but saw a higher 'against' vote compared to director elections. Notably, the proposals for Class B-1 shareholders did not achieve a quorum and were adjourned to a later date, with results to be reported separately. The election of Class B Directors and Nominating Committee members also occurred, with specific nominees elected by their respective shareholder classes.

Key Highlights

  • 1High shareholder turnout with approximately 89% of outstanding shares represented at the Annual Meeting.
  • 2Election of all fourteen Equity Directors confirmed by Class A and Class B shareholders.
  • 3Ernst & Young LLP ratified as the independent public accounting firm for 2018 with broad support.
  • 4Advisory vote on executive compensation passed, though it received a notable number of 'against' votes (18,760,628).
  • 5Proposals for Class B-1 shareholders failed to achieve a quorum and were adjourned to May 23, 2018.
  • 6Specific Class B Directors and Nominating Committee members were elected by their respective shareholder classes.

Frequently Asked Questions

This 8-K filing primarily reports the results of the matters voted on at CME Group Inc.'s Annual Meeting of Shareholders, including the election of directors, ratification of the independent auditor, and advisory vote on executive compensation.

Most proposals were approved with significant support, including the election of directors and the ratification of the auditor. However, proposals related to Class B-1 shareholders did not achieve a quorum and were adjourned for a future vote.

Shareholders voted to approve, on an advisory basis, the compensation of the company's named executive officers. The vote was 252,688,278 'For' versus 18,760,628 'Against'.

The failure to achieve a quorum for Class B-1 proposals indicates a lack of sufficient representation from that specific shareholder class for those particular votes. The company will hold a rescheduled meeting for these proposals and report the results separately.