CME GROUP INC. 8-K

What Happened

• CME Group Inc. filed an 8-K on June 10, 2026 reporting results from its 2026 Annual Meeting (initially held May 14, 2026 and adjourned to June 9, 2026 for certain items). At the record date (March 16, 2026) the Company had 362,808,081 shares of Class A and Class B common stock outstanding. A total of 295,193,470 shares (81.36% of Classes A and B) were present at the adjourned meeting.
• Proposals to eliminate the right of Class B-1 and Class B-2 shareholders to elect specified directors (Items 4 and 5) did not pass. The Class B-3 proposal to eliminate its director seat (Item 6) failed to achieve quorum and was not presented to Class B-3 shareholders. Several Class B directors were re-elected; the Class B-3 seat remains a holdover.

Key Details

• Record date: March 16, 2026; Outstanding shares: 362,808,081; Shares present at adjourned meeting: 295,193,470 (81.36%).
• Quorum rule: at least 33.3% of a class must be present. Class B-3 attendance was 28.44% and therefore did not meet quorum for items voting separately for that class.
• Item vote totals (combined Classes A and B):
  • Item 4 (eliminate Class B-1 election rights): FOR 291,250,517 (80.27%); AGAINST 2,439,875; ABSTAIN 1,503,078 — proposal did not pass.
  • Item 5 (eliminate Class B-2 election rights): FOR 291,226,600 (80.27%); AGAINST 2,461,395; ABSTAIN 1,505,475 — proposal did not pass.
  • Item 7 (certificate amendment): FOR 291,324,525 (80.29%); AGAINST 2,267,873; ABSTAIN 1,601,072 — passed by combined classes but will not be filed because its effectiveness was conditioned on approval of Items 4–6.
• Director elections (Item 8):
  • Class B-1 directors William H. Hobert, Patrick J. Mulchrone and Robert J. Tierney Jr. were re-elected to serve until the 2027 annual meeting.
  • Class B-2 director Patrick W. Maloney was re-elected to serve until the 2027 annual meeting.
  • No quorum was achieved for the Class B-3 director election; Elizabeth A. Cook remains a “holdover” and will continue to serve until a successor is elected or she resigns.

Why It Matters

• Governance impact: Proposals to reduce or eliminate certain Class B shareholders’ rights to elect directors were rejected or could not be voted on due to quorum shortfalls, preserving the current Class B representation structure for now.
• Practical effect: Although an amendment received combined-class approval (Item 7), it is contingent on passage of Items 4–6 and therefore will not be implemented. The Class B-3 director seat remains unchanged with a holdover director (Elizabeth A. Cook) in place.
• For investors: These outcomes maintain the existing board composition and Class B voting structure for the foreseeable future, which could affect control dynamics and governance-related considerations.