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) July ~~May 9~~23, 2025 ~~(May 8, 2025)~~

_________________________________________________________

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 52.0702. ~~Submission~~ Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

~~CME~~The ~~Group~~information ~~Inc~~set forth under “Item 2.02. (Results Of Operations and Financial Condition,” including the Exhibit attached hereto, shall not be deemed “~~Company~~filed”) ~~held~~for ~~its~~purposes ~~2025~~of ~~Annual~~Section 18 ~~Meeting~~ of ~~Shareholders~~the onSecurities ~~May~~Exchange 8Act of 1934, ~~2025~~nor (shall it be deemed incorporated by reference in any filing under the ~~“Annual~~Securities ~~Meeting”)~~Act of 1933, except as shall be expressly set forth by specific reference in such filing.

AtAttached ~~the~~and ~~close~~incorporated ofherein ~~business~~by onreference ~~March~~as ~~10,~~Exhibit ~~2025,~~99.1 ~~the~~is ~~record~~a ~~date~~copy of ~~the~~a ~~Annual~~press ~~Meeting,~~release ~~the Company had 360,382,710 shares~~ of ~~Class~~CME AGroup ~~and~~Inc. ~~Class~~dated BJuly ~~common~~23, ~~stock~~2025, ~~issued~~reporting ~~and~~CME ~~outstanding~~Group Inc. ~~The~~’s ~~following~~financial ~~shares~~results ~~were~~for ~~present~~the atquarter ~~the~~ended ~~Annual~~June ~~Meeting~~30, ~~either in person or by proxy~~2025.

Class(es) of Common Stock	Aggregate No. of Shares	% of the Issued and Outstanding
Classes A and B	311,658,709	86.47	%
Class B-1	124	19.84	%
Class B-2	181	22.26	%
Class B-3	214	16.63	%
Class B-4	63	15.25	%

To supplement CME Group’s financial statements on a GAAP basis, the attached press release includes financial measures that are not in accordance with GAAP, consisting of non-GAAP net income and earnings per share. Management believes that the presentation of non-GAAP net income and earnings per share provide important supplemental information to management and investors about financial and business trends relating to CME Group Inc.’s financial condition and results of operations. Management believes that the use of these non-GAAP financial measures provide a better measure of comparability with the Company’s prior financial reports. Management acknowledges that non-GAAP adjustments may include recurring items. These non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. Pursuant to the requirements of Regulation G, CME Group Inc. has included a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures in the press release.

~~The~~Item ~~results~~9.01 ofFinancial ~~the~~Statements ~~proposals~~and ~~are as follows:~~Exhibits.

1. The election of fourteen Equity Directors to serve until 2026 (elected by the Class A and Class B shareholders voting together as a single class):



Exhibit Number						Description

99.1						Press Release, dated July 23, 2025.
104						The cover page from CME Group Inc.'s Current Report on Form 8-K, formatted in Inline XBRL.

Name	Votes For	Against	Abstain
Terrence A. Duffy	257,017,436	30,433,594	348,259
Kathryn Benesh	280,349,469	7,048,438	401,382
Timothy S. Bitsberger	270,197,544	17,133,091	468,654
Charles P. Carey	251,333,769	36,107,244	358,276
Bryan T. Durkin	273,896,666	13,381,716	520,907
Harold Ford Jr.	278,840,945	8,618,718	339,626
Martin J. Gepsman	244,933,478	42,487,931	377,880
Daniel G. Kaye	275,131,059	12,227,449	440,781
Phyllis M. Lockett	170,012,222	111,549,878	6,237,189
Deborah J. Lucas	280,118,523	7,252,638	428,128
Rahael Seifu	278,921,554	8,460,622	417,113
William R. Shepard	268,859,065	18,679,686	260,538
Howard J. Siegel	267,743,441	19,671,146	384,702
Dennis A. Suskind	244,819,214	42,491,525	488,550

There were a total of 23,859,420 broker non-votes in this proposal.

2. The ratification of the appointment of Ernst & Young LLP as the Company’s independent public accounting firm for 2025 (ratified by the Class A and Class B shareholders voting together as a single class) was approved:

Votes For			Votes Against			Abstentions
289,994,511			21,300,039			364,159

3. The advisory vote of the compensation of the Company’s named executive officers (by the Class A and Class B shareholders voting together as a single class) was approved:

Votes For			Votes Against			Abstentions
251,216,946			36,031,154			551,189

There were a total of 23,859,420 broker non-votes in this proposal.

4. The election of Class B Directors:

a. In the election of the three Class B-1 Directors, no quorum was achieved. Therefore, William W. Hobert, Patrick J. Mulchrone and Robert J. Tierney Jr. are each a “holdover” under Delaware law and the Company’s bylaws. They will continue to serve until their successors are duly elected at the 2026 Annual Meeting or their earlier resignation or removal.

Name	Votes For	Votes Against	Abstentions
William W. Hobert	109	6	9
Patrick J. Mulchrone	110	6	8
Robert J. Tierney Jr.	110	4	10

b. In the election of the two Class B-2 Directors, no quorum was achieved. Therefore, Patrick W. Maloney is a “holdover” under Delaware law and the Company’s bylaws. He will continue to serve until his successor is duly elected at the 2026 Annual Meeting or his earlier resignation or removal. There is a vacancy in one of the Class B-2 director positions until an individual is duly elected to the position. The next election will be in 2026.

Name	Votes For	Votes Against	Abstentions
Patrick W. Maloney	140	12	29
Liam G. Smith	153	9	19

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 2026 Annual Meeting or her earlier resignation or removal.

Name			Votes For			Votes Against			Abstentions
Elizabeth A. Cook			158			38			18

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 9, 2025

By:

/s/ Jonathan Marcus

Date: July 23, 2025

By:

/s/ Lynne Fitzpatrick

Name:Title:

~~Jonathan~~Lynne ~~Marcus~~FitzpatrickSenior ~~Senior~~ Managing Director, President and ~~General~~Chief ~~Counsel~~Financial OfficerPrincipal Financial Offer andDuly Authorized Officer

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