8-KShareholder Matters

CME GROUP INC. 8-K Report, Shareholder Vote Results (May 13, 2019)

Filed May 13, 2019For Securities:CME

Summary

CME Group Inc. (CME) filed an 8-K on May 13, 2019, detailing the outcomes of its 2019 Annual Meeting of Shareholders held on May 8, 2019. The report indicates a strong turnout, with approximately 88% of the issued and outstanding Class A and Class B common stock represented. Key outcomes include the re-election of seventeen Equity Directors, the ratification of Ernst & Young LLP as the independent auditor for 2019, and advisory approval of executive compensation. While the majority of proposals received overwhelming support, the report also notes specific outcomes for Class B Director and Nominating Committee elections. Notably, a quorum was not achieved for the election of one Class B-3 Director and the Class B-3 Nominating Committee, resulting in current members continuing to serve as "holdovers" until the 2020 meeting. Overall, the shareholder vote reflects broad support for the company's leadership and governance structure.

Key Highlights

  • 1Record date for the 2019 Annual Meeting of Shareholders was March 11, 2019.
  • 2Approximately 88.0% of Class A and Class B shares were present at the meeting.
  • 3All seventeen Equity Director nominees were elected by shareholders.
  • 4Ernst & Young LLP was ratified as the independent public accounting firm for 2019 with overwhelming support.
  • 5Shareholders provided advisory approval for the compensation of named executive officers.
  • 6A quorum was not achieved for the election of one Class B-3 Director and the Class B-3 Nominating Committee.
  • 7Holdover directors and committee members will continue to serve until their successors are duly elected at the 2020 Annual Meeting.

Frequently Asked Questions

The main proposals included the election of seventeen Equity Directors, the ratification of Ernst & Young LLP as the independent auditor, an advisory vote on executive compensation, the election of Class B Directors, and the election of Class B Nominating Committees.

Shareholder participation was robust, with 88.0% of the issued and outstanding Class A and Class B common stock represented, either in person or by proxy.

Yes, a quorum was not achieved for the election of one Class B-3 Director and for the election of the Class B-3 Nominating Committee. In these cases, the existing members will continue to serve as 'holdovers' until the 2020 Annual Meeting.

Shareholders overwhelmingly ratified the appointment of Ernst & Young LLP as the Company's independent public accounting firm for 2019, with over 309.9 million votes in favor.