Cme Group Inc 8-K, filed May 8, 2020
Cme Group Inc. (CME)
About this 8-K
Cme Group Inc filed this 8-K on May 8, 2020, reporting on events of May 6, 2020.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
CME Group Inc. (the “Company”) held its 2020 Annual Meeting of shareholders on May 6, 2020.
At the close of business on March 9, 2020, the record date of the Annual Meeting, the Company had 358,479,595 shares of Class A and Class B common stock issued and outstanding. The following shares were present at the Annual meeting, either in person at the virtual shareholder meeting or by proxy.
| Class(es) of Common Stock |
Aggregate No. of |
% of the Issued and |
||||||
| Classes A and B |
285,605,145 |
79.67 |
% | |||||
| Class B-1 |
255 |
40.80 |
% | |||||
| Class B-2 |
341 |
41.94 |
% | |||||
| Class B-3 |
388 |
30.14 |
% | |||||
| Class B-4 |
113 |
27.36 |
% | |||||
The results of the proposals are as follows:
| 1. | The election of seventeen Equity Directors to serve until 2021 (elected by the Class A and Class B shareholders voting together as a single class): |
| Equity Directors |
For |
Against |
Abstain |
Broker Non-Votes |
||||||||||||
| Terrence A. Duffy |
240,724,701 |
14,757,953 |
2,360,686 |
27,761,805 |
||||||||||||
| Timothy S. Bitsberger |
248,242,856 |
9,031,953 |
568,531 |
27,761,805 |
||||||||||||
| Charles P. Carey |
248,063,503 |
9,255,797 |
524,040 |
27,761,805 |
||||||||||||
| Dennis H. Chookaszian |
243,925,389 |
13,444,089 |
473,862 |
27,761,805 |
||||||||||||
| Bryan T. Durkin |
251,013,291 |
6,479,057 |
350,992 |
27,761,805 |
||||||||||||
| Ana Dutra |
255,873,777 |
1,440,447 |
529,116 |
27,761,805 |
||||||||||||
| Martin J. Gepsman |
241,833,175 |
15,548,284 |
461,881 |
27,761,805 |
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| Larry G. Gerdes |
244,502,054 |
12,846,677 |
494,609 |
27,761,805 |
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| Daniel R. Glickman |
236,668,791 |
17,932,746 |
3,241,803 |
27,761,805 |
||||||||||||
| Daniel G. Kaye |
255,847,086 |
1,492,478 |
503,776 |
27,761,805 |
||||||||||||
| Phyllis M. Lockett |
254,024,349 |
3,275,716 |
543,275 |
27,761,805 |
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| Deborah J. Lucas |
255,709,021 |
1,532,574 |
601,745 |
27,761,805 |
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| Terry L. Savage |
245,195,984 |
12,240,840 |
406,516 |
27,761,805 |
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| Rahael Seifu |
255,982,972 |
1,314,552 |
545,816 |
27,761,805 |
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| William R. Shepard |
248,189,771 |
9,246,538 |
407,031 |
27,761,805 |
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| Howard J. Siegel |
251,683,735 |
5,782,197 |
377,408 |
27,761,805 |
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| Dennis A. Suskind |
246,455,086 |
10,893,857 |
494,397 |
27,761,805 |
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| 2. | The ratification of the appointment of Ernst & Young LLP as the Company’s independent public accounting firm for 2020 (ratified by the Class A and Class B shareholders voting together as a single class): |
| Votes For |
Votes Against |
Abstentions | ||
| 280,203,767 |
4,966,305 |
435,073 |
| 3. | The approval, by advisory vote, of the compensation of the Company’s named executive officers (approved by the Class A and Class B shareholders voting together as a single class): |
| Votes For |
Votes Against |
Abstentions | ||
| 239,352,870 |
17,470,894 |
1,019,576 |
There were a total of 27,761,805 broker non-votes in this proposal.
| 4. | The election of Class B Directors: |
| a. | The election of three Class B-1 Directors to serve until 2021 from a slate of five nominees (the nominees in bold were elected by the Class B-1 shareholders): |
| Name |
Votes For |
|||
| Steve A. Beitler |
80 |
|||
| Bradley S. Glass |
73 |
|||
| William W. Hobert |
161 |
|||
| Patrick J. Mulchrone |
182 |
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| Robert J. Tierney Jr. |
167 |
|||
| b. | The election of two Class B-2 Directors to serve until 2021 from a slate of five nominees (the nominees in bold were elected by the Class B-2 shareholders): |
| Name |
Votes For |
|||
| Michael G. Dennis |
147 |
|||
| Dante A. Federighi |
60 |
|||
| Yra G. Harris |
130 |
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| Patrick W. Maloney |
167 |
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| Ronald A. Pankau |
121 |
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| c. | In the election of one Class B-3 Director, no quorum was achieved. Therefore, Elizabeth A. Cook is a “holdover” under Delaware law and the Company’s bylaws. She will continue to serve until her successor is duly elected at the 2021 Annual Meeting or her earlier resignation or removal. |
| Name |
Votes For |
|||
| Elizabeth A. Cook |
311 |
|||
| Spencer K. Hauptman |
61 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CME Group Inc. | ||||||
| Registrant | ||||||
| Date: May 8, 2020 |
By: |
/s/ Kathleen M. Cronin | ||||
| Name: |
Kathleen M. Cronin | |||||
| Title: |
Senior Managing Director, General Counsel and Corporate Secretary | |||||