01—Abstract
Summary
Summary of the 8-K filed June 10, 2026. Cited figures are marked; the original filing is the authoritative source.
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%a 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.
02—Key points
Key Highlights
- The 2026 Annual Meeting was reconvened on June 9, 2026, after initial adjournment due to quorum issues with Class B shareholders.
- Class B-3 shareholders failed to achieve quorum (28.44% present), preventing votes on specific proposals related to their director election rights.
- Proposals to eliminate the director election rights for Class B-1 and Class B-2 shareholders (Items 4 and 5) were defeated.
- Class 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.
- All Class B-1 directors (William H. Hobert, Patrick J. Mulchrone, Robert J. Tierney Jr.) were re-elected.
- The Class B-2 director (Patrick W. Maloney) was re-elected.
- The election of a Class B-3 director failed due to lack of quorum, resulting in a holdover director until the 2027 meeting.
03—Questions
Frequently Asked Questions
What was the main reason for the adjournment of the shareholder meeting?
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.
Did the proposals to eliminate director election rights for Class B shareholders pass?
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.
What is the status of the proposed amendment to the certificate of incorporation?
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.
What happened with the election of the Class B-3 director?
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.
04—Continue