8-KShareholder Matters

CME GROUP INC. 8-K Report, Shareholder Vote Results (Jun 10, 2026)

Filed June 10, 2026For Securities:CME

Summary

CME Group Inc. held its reconvened 2026 Annual Meeting of Shareholders on June 9, 2026, to vote on several proposals that were initially adjourned due to a lack of quorum among certain Class B shareholder classes. While a quorum was achieved for the combined Class A and B shares (81.36% present) and for Class B-1 and B-2 shares individually, Class B-3 shares failed to meet the 33.3% quorum requirement, preventing votes on Items 6 and 8c. Key proposals aimed at eliminating the director election rights for Class B-1 and B-2 shareholders (Items 4 and 5) did not pass, meaning these shareholders retain their rights. A proposal to amend the certificate of incorporation (Item 7) technically passed but will not be enacted due to the failure of Items 4, 5, and 6. All Class B-1 and B-2 directors seeking re-election were successful, while the election of a Class B-3 director failed to achieve quorum, resulting in a holdover director.

Key Highlights

  • 1The 2026 Annual Meeting was reconvened on June 9, 2026, after initial adjournment due to quorum issues with Class B shareholders.
  • 2Class B-3 shareholders failed to achieve quorum (28.44% present), preventing votes on specific proposals related to their director election rights.
  • 3Proposals to eliminate the director election rights for Class B-1 and Class B-2 shareholders (Items 4 and 5) were defeated.
  • 4Class A and B shareholders collectively approved an amendment to the certificate of incorporation (Item 7), but its effectiveness is contingent on the failed Items 4, 5, and 6.
  • 5All Class B-1 directors (William H. Hobert, Patrick J. Mulchrone, Robert J. Tierney Jr.) were re-elected.
  • 6The Class B-2 director (Patrick W. Maloney) was re-elected.
  • 7The election of a Class B-3 director failed due to lack of quorum, resulting in a holdover director until the 2027 meeting.

Frequently Asked Questions

The meeting was initially adjourned because a quorum was not achieved among certain classes of Class B shareholders (specifically Class B-1, B-2, and B-3), which is required to vote on certain proposals.

No, the proposals to eliminate the right of Class B-1 shareholders to elect three directors (Item 4) and the right of Class B-2 shareholders to elect two directors (Item 5) did not pass. This means these shareholders retain their existing rights.

The amendment (Item 7) technically passed with the vote of Class A and Class B shareholders. However, its effectiveness was contingent upon the approval of Items 4, 5, and 6, which did not pass or achieve quorum. Therefore, the amendment will not be filed.

The election of the Class B-3 director did not achieve quorum. As a result, the current Class B-3 director, Elizabeth A. Cook, will continue to serve as a 'holdover' director until her successor is elected at the 2027 Annual Meeting or her earlier resignation.