CME GROUP INC. (NASDAQ:CME) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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CME GROUP INC. (NASDAQ:CME) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Entry into a Material Definitive Agreement.

At the 2017 CME Group Inc. (the Company) Annual Meeting of
Shareholders held on May24, 2017, (the Annual Meeting) the
Company submitted for shareholder approval its Incentive Plan for
Named Executive Officers and its Omnibus Stock Plan primarily to
meet the requirements of Section 162(m) of the Internal Revenue
Code of 1986, which requires shareholder approval every five
years. The amendments to the Incentive Plan for Named Executive
Officers also included an extension of the term of the plan to
May23, 2022, an increase in the maximum award under the plan to
$10,000,000 and other clarifying changes.

The foregoing description is qualified in its entirety by
reference to the copy of the Second Amended and Restated CME
Group Inc. Incentive Plan for Named Executive Officers and the
Seconded Amended and Restated Omnibus Stock Plan, which are filed
as Exhibit10.1 and Exhibit10.2, respectively, to this Current
Report on Form 8-K.

Item5.07. Submission of Matters to a Vote of Security
Holders.

At the close of business on March29, 2017, the record date of the
Annual Meeting, the Company had an aggregate of 339,795,213
shares of ClassA and ClassB common stock issued and outstanding.
The holders of a total of 299,119,188 shares of ClassA and ClassB
common stock were present at the Annual Meeting, either in person
or by proxy, which total constituted approximately 88% of the
issued and outstanding shares on the record date for the Annual
Meeting. Additionally, approximately 45% of the ClassB-1, 42% of the ClassB-2
and 38% of the ClassB-3 shares of common stock were present at
the Annual Meeting, either in person or by proxy.

The results of the
proposals are as follows:

1. The election of fourteen Equity Directors to serve until
2018 (elected by the ClassA and ClassB shareholders voting
together as a single class):

Name

Votes For Against Abstain

Terrence A. Duffy

257,386,266 9,813,555 2,798,427

Timothy S. Bitsberger

267,305,789 1,956,620 735,389

Charles P. Carey

267,355,737 1,982,986 659,525

Dennis H. Chookaszian

228,630,822 40,098,212 1,269,214

Ana Dutra

267,701,146 1,566,972 730,130

Martin J. Gepsman

258,734,995 9,880,804 1,382,449

Larry G. Gerdes

265,738,812 3,469,109 790,327

Daniel R. Glickman

256,268,442 12,284,081 1,445,725

Leo Melamed

249,832,029 18,889,366 1,266,853

Alex J. Pollock

256,471,016 12,164,916 1,362,316

John F. Sandner

262,538,960 6,063,837 1,395,451

Terry L. Savage

262,188,945 7,109,484 699,819

William R. Shepard

240,724,089 28,004,251 1,269,908

Dennis A. Suskind

264,939,661 4,252,333 806,254

There were a total
of 29,120,940 broker non-votes in this proposal.

2. The ratification of the appointment of Ernst Young LLP as
the Companys independent public accounting firm for 2017
(ratified by the ClassA and ClassB shareholders voting
together as a single class):

Votes For

VotesAgainst Abstentions

296,230,333

2,559,219 329,636
3. The approval, by advisory vote, of the compensation of
the Companys named executive officers (approved by the ClassA
and ClassB shareholders voting together as a single
class):

Votes For

VotesAgainst Abstentions

256,144,105

13,121,034 733,109

There were a total
of 29,120,940 broker non-votes in this proposal.

4. The approval, by advisory vote, of the frequency of
future votes on the compensation of our named executive
officers.

1 Year

2 Years 3 Years Abstentions

242,729,475

583,693 26,005,741 679,339

There were a total
of 29,120,940 broker non-votes in this proposal. The Board of
Directors will follow its recommendation to include a non-binding
advisory vote on executive compensation at each annual meeting
until the next required vote on the frequency of shareholder
votes on the compensation of executives.

5. The approval of the Second Amended and Restated CME Group
Inc. Incentive Plan for Named Executive Officers.

Votes For

VotesAgainst Abstentions

264,759,886

4,489,969 748,393

There were a total
of 29,120,940 broker non-votes in this proposal.

6. The approval of the CME Group Inc. Second Amended and
Restated Omnibus Stock Plan.

Votes For

VotesAgainst Abstentions

261,884,140

7,210,528 903,580

There were a total
of 29,120,940 broker non-votes in this proposal.

7. The election of ClassB Directors:
a. The election of three ClassB-1 Directors to serve until
2018 from a slate of five nominees (the nominees in bold were
elected by the ClassB-1 shareholders):

Name

VotesFor VotesAgainst Abstentions

Jeffrey M. Bernacchi

Gedon Hertshten

William W. Hobert

Douglas M. Monieson

Howard J. Siegel

b. The election of two ClassB-2 Directors to serve until
2018 from a slate of three nominees (the nominees in bold
were elected by the ClassB-2 shareholders):

Name

VotesFor VotesAgainst Abstentions

Patrick W. Maloney

Ronald A. Pankau

David J. Wescott

c. The election of one ClassB-3 Director to serve until 2018
from a slate of one nominee (the nominee in bold was elected
by the ClassB-3 shareholders):

Name

VotesFor VotesAgainst Abstentions

Elizabeth A. Cook

8. The election of ClassB Nominating Committees:
a. The election of five members of the ClassB-1 Nominating
Committee to serve until 2018 from a slate of ten nominees
(the nominees in bold were elected by the ClassB-1
shareholders):

Name

VotesFor VotesAgainst Abstentions

J. Michael Crouch*

Thomas A. Bentley

Bradley S. Glass

Joseph H. Gressel

Mark S. Kobilca

Gary T. Lark

W. Winfred Moore II*

Michael J. Small

Michael G. Sundermeier

Robert J. Tierney, Jr.

* Due to the tie, Messrs. Crouch and Moore came to an agreement
whereby, Mr.Moore would serve on the ClassB-1 Nominating
Committee.
b. The election of five members of the ClassB-2 Nominating
Committee to serve until 2018 from a slate of nine nominees
(the nominees in bold were elected by the ClassB-2
shareholders):

Name

VotesFor VotesAgainst Abstentions

Frank Catizone

Richard J. Duran

Yra G. Harris

Patrick J. Lahey

Patrick J. Mulchrone

Stuart A. Unger

Gregory J. Veselica

Barry D. Ward

James J. Zellinger

c. The election of five members of the ClassB-3 Nominating
Committee to serve until 2018 from a slate of nine nominees
(the nominees in bold were elected by the ClassB-3
shareholders):

Name

VotesFor VotesAgainst Abstentions

John F. Connors

Bryan P. Cooley

Joel P. Glickman

Spencer K. Hauptman

Kevin P. Heaney

Robert J. Kevil

Kimberly Marinaro

Thomas G. Rossi

Paul D. Zirpolo

Item9.01 Financial Statements and Exhibits
10.1 Second Amended and Restated CME Group Inc. Incentive Plan for
Named Executive Officers (Amended and Restated as of May24,
2017).
10.2 CME Group Inc. Second Amended and Restated Omnibus Stock Plan
(Effective May24, 2017).


About CME GROUP INC. (NASDAQ:CME)

CME Group Inc. is a provider of products across all major asset classes, based on interest rates, equity indexes, foreign exchange, energy, agricultural commodities and metals. The Company’s products include both exchange-traded and privately negotiated futures and options contracts and swaps. The Company connects buyers and sellers together through its CME Globex electronic trading platform across the globe and its open outcry trading facilities in Chicago and New York City. Its CME Direct technology offers side-by-side trading of exchange-listed and privately negotiated markets. The Company provides clearing and settlement services for exchange-traded contracts, as well as for cleared swaps, and provides regulatory reporting solutions for market participants through its global repository services in the United States, United Kingdom, Canada and Australia. It offers a range of market data services, including live quotes, delayed quotes, market reports and a historical data service.

CME GROUP INC. (NASDAQ:CME) Recent Trading Information

CME GROUP INC. (NASDAQ:CME) closed its last trading session down -0.83 at 117.15 with 721,056 shares trading hands.