8-K – 2026-05-19 – cme-20260514.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549  
_________________________________________________________
FORM 8-K
 
_________________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 18, 2026 ( May 14, 2026 )
 
  _________________________________________________________
CME GROUP INC.
(Exact Name of Registrant as Specified in its Charter)  
_________________________________________________________  

Delaware   001-31553   36-4459170
(State or Other Jurisdiction
of Incorporation)   (Commission
File No.)   (IRS Employer
Identification No.)

 

20 South Wacker Drive Chicago Illinois   60606
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: ( 312 )  930-1000
N/A
(Former Name or Former Address, if Changed Since Last Report)  
______________________________________________________
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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol Name of each exchange on which registered
Class A Common Stock CME Nasdaq

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 2026 Annual Meeting of Shareholders on May 14, 2026 (the “Annual Meeting”). At the close of business on March 16, 2026, the record date of the Annual Meeting, the Company had 362,808,081 shares of Class A and Class B common stock issued and outstanding. The following shares were present at the Annual Meeting, either in person or by proxy.

Class(es) of Common Stock
Aggregate No. of Shares
% of the Issued and Outstanding

Classes A and B
318,466,544 87.78  %
Class B-1
207 33.12  %
Class B-2
255 31.37  %
Class B-3
311 24.16  %
Class B-4
105 25.42  %

For each class of common stock, at least 33.3% of the common stock issued and outstanding must be present at the Annual Meeting to obtain quorum. Accordingly, Class B-1, Class B-2, Class B-3 and Class B-4 did not reach quorum. In light of the low participation from the Class B shareholders at the Annual Meeting, the proposals presented under Items 4 through 8 were adjourned to a meeting to be held virtually on June 9, 2026 at 11:00 a.m. Central Time.

The results of the proposals that were voted on at the Annual Meeting, which are described in further detail in the Company's definitive proxy statement on Schedule 14A filed with the SEC on March 23, 2026, are as follows:

1. Each of the Equity Director nominees were elected to serve until the 2027 annual meeting of shareholders based on the following votes. For this item, Class A and Class B shareholders vote together as a single class. There were a total of 23,505,825 broker non-votes in this proposal.

Equity Directors FOR AGAINST ABSTAIN
Terrence A. Duffy 267,885,386 26,615,419 459,914
Kathryn Benesh 286,032,047 8,324,133 604,539
Timothy S. Bitsberger 267,913,188 26,461,432 586,099
Charles P. Carey 252,305,370 41,546,896 1,108,453
Bryan T. Durkin 280,480,508 13,830,690 649,521
Harold Ford Jr. 285,672,959 8,650,548 637,212
Martin J. Gepsman 242,151,525 52,090,523 718,671
Daniel G. Kaye 281,023,717 13,356,331 580,671
Phyllis M. Lockett 258,393,139 35,557,492 1,010,088
Deborah J. Lucas 286,008,982 8,354,274 597,463
Rahael Seifu 271,627,737 22,563,896 769,086
William R. Shepard 268,926,954 25,612,160 421,605
Howard J. Siegel 273,255,554 21,183,226 521,939
Dennis A. Suskind 257,757,954 36,335,165 867,600

2. The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent auditor for 2026 was approved based upon the following votes. For this item, Class A and Class B shareholders vote together as a single class.

FOR AGAINST ABSTAIN
291,376,905 26,595,015 494,624

3. The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers was approved based upon the following votes. For this item, Class A and Class B shareholders vote together as a single class. There were a total of 23,505,825 broker non-votes for this proposal.

FOR AGAINST ABSTAIN
259,576,112 34,530,288 854,319

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 19, 2026   By:   /s/ Jonathan Marcus
  Name:
Title:   Jonathan Marcus
Senior Managing Director and
General Counsel