Current Report Filing (8-k)
May 30 2017 - 12:16PM
Edgar (US Regulatory)
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 24, 2017
CME GROUP
INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-31553
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36-4459170
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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20 South Wacker Drive
Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
Registrants 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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 1.01.
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Entry into a Material Definitive Agreement.
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At the 2017 CME Group Inc. (the Company) Annual
Meeting of Shareholders held on May 24, 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 May 23, 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 Exhibit 10.1 and Exhibit 10.2, respectively,
to this Current Report on Form
8-K.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At the close of business on March 29, 2017,
the record date of the Annual Meeting, the Company had an aggregate of 339,795,213 shares of Class A and Class B common stock issued and outstanding. The holders of a total of 299,119,188 shares of Class A and Class B 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
Class B-1,
42% of the
Class B-2
and 38% of the
Class B-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:
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1.
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The election of fourteen Equity Directors to serve until 2018 (elected by the Class A and Class B shareholders voting together as a single class):
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Name
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Votes For
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Against
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Abstain
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Terrence A. Duffy
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257,386,266
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9,813,555
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2,798,427
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Timothy S. Bitsberger
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267,305,789
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1,956,620
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735,389
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Charles P. Carey
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267,355,737
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1,982,986
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659,525
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Dennis H. Chookaszian
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228,630,822
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40,098,212
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1,269,214
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Ana Dutra
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267,701,146
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1,566,972
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730,130
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Martin J. Gepsman
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258,734,995
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9,880,804
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1,382,449
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Larry G. Gerdes
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265,738,812
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3,469,109
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790,327
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Daniel R. Glickman
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256,268,442
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12,284,081
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1,445,725
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Leo Melamed
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249,832,029
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18,889,366
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1,266,853
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Alex J. Pollock
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256,471,016
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12,164,916
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1,362,316
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John F. Sandner
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262,538,960
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6,063,837
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1,395,451
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Terry L. Savage
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262,188,945
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7,109,484
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699,819
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William R. Shepard
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240,724,089
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28,004,251
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1,269,908
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Dennis A. Suskind
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264,939,661
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4,252,333
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806,254
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There were a total of 29,120,940 broker
non-votes
in this proposal.
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2.
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The ratification of the appointment of Ernst & Young LLP as the Companys independent public accounting firm for 2017 (ratified by the Class A and Class B shareholders voting together as a
single class):
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Votes For
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Votes Against
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Abstentions
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296,230,333
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2,559,219
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329,636
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3.
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The approval, by advisory vote, of the compensation of the Companys named executive officers (approved by the Class A and Class B shareholders voting together as a single class):
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Votes For
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Votes Against
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Abstentions
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256,144,105
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13,121,034
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733,109
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There were a total of 29,120,940 broker
non-votes
in this proposal.
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4.
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The approval, by advisory vote, of the frequency of future votes on the compensation of our named executive officers.
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1 Year
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2 Years
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3 Years
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Abstentions
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242,729,475
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583,693
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26,005,741
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679,339
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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.
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5.
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The approval of the Second Amended and Restated CME Group Inc. Incentive Plan for Named Executive Officers.
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Votes For
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Votes Against
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Abstentions
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264,759,886
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4,489,969
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748,393
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There were a total of 29,120,940 broker
non-votes
in this proposal.
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6.
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The approval of the CME Group Inc. Second Amended and Restated Omnibus Stock Plan.
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Votes For
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Votes Against
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Abstentions
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261,884,140
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7,210,528
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903,580
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There were a total of 29,120,940 broker
non-votes
in this proposal.
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7.
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The election of Class B Directors:
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a.
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The election of three
Class B-1
Directors to serve until 2018 from a slate of five nominees (the nominees in bold were elected by the
Class B-1
shareholders):
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Name
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Votes For
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Votes Against
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Abstentions
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Jeffrey M. Bernacchi
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171
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30
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76
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Gedon Hertshten
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145
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27
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105
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William W. Hobert
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131
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28
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118
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Douglas M. Monieson
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119
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42
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111
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Howard J. Siegel
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160
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83
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b.
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The election of two
Class B-2
Directors to serve until 2018 from a slate of three nominees (the nominees in bold were elected by the
Class B-2
shareholders):
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Name
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Votes For
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Votes Against
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Abstentions
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Patrick W. Maloney
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148
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62
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113
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Ronald A. Pankau
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190
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24
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110
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David J. Wescott
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249
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25
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55
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c.
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The election of one
Class B-3
Director to serve until 2018 from a slate of one nominee (the nominee in bold was elected by the
Class B-3
shareholders):
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Name
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Votes For
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Votes Against
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Abstentions
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Elizabeth A. Cook
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417
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9
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65
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8.
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The election of Class B Nominating Committees:
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a.
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The election of five members of the
Class B-1
Nominating Committee to serve until 2018 from a slate of ten nominees (the nominees in bold were elected by the
Class B-1
shareholders):
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Name
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Votes For
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Votes Against
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Abstentions
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J. Michael Crouch*
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89
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31
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147
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Thomas A. Bentley
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108
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28
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134
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Bradley S. Glass
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116
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21
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132
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Joseph H. Gressel
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95
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24
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148
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Mark S. Kobilca
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62
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33
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173
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Gary T. Lark
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93
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26
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151
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W. Winfred Moore II*
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89
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30
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150
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Michael J. Small
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63
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35
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168
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Michael G. Sundermeier
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45
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46
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175
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Robert J. Tierney, Jr.
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85
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24
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157
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Due to the tie, Messrs. Crouch and Moore came to an agreement whereby, Mr. Moore would serve on the
Class B-1
Nominating Committee.
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b.
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The election of five members of the
Class B-2
Nominating Committee to serve until 2018 from a slate of nine nominees (the nominees in bold were elected by the
Class B-2
shareholders):
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Name
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Votes For
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Votes Against
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Abstentions
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Frank Catizone
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128
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23
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172
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Richard J. Duran
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146
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27
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150
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Yra G. Harris
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193
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26
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105
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Patrick J. Lahey
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104
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29
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191
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Patrick J. Mulchrone
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188
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20
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117
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Stuart A. Unger
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139
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24
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162
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Gregory J. Veselica
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152
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18
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154
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Barry D. Ward
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89
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36
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197
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James J. Zellinger
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97
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27
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198
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c.
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The election of five members of the
Class B-3
Nominating Committee to serve until 2018 from a slate of nine nominees (the nominees in bold were elected by the
Class B-3
shareholders):
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Name
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Votes For
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Votes Against
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Abstentions
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John F. Connors
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152
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29
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279
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Bryan P. Cooley
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234
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31
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192
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Joel P. Glickman
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234
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20
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202
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Spencer K. Hauptman
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133
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33
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294
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Kevin P. Heaney
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227
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19
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217
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Robert J. Kevil
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85
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46
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316
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Kimberly Marinaro
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191
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34
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225
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Thomas G. Rossi
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114
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40
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292
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Paul D. Zirpolo
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132
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32
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280
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Item 9.01
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Financial Statements and Exhibits
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10.1
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Second Amended and Restated CME Group Inc. Incentive Plan for Named Executive Officers (Amended and Restated as of May 24, 2017).
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10.2
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CME Group Inc. Second Amended and Restated Omnibus Stock Plan (Effective May 24, 2017).
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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.
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CME Group Inc.
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Registrant
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Date: May 30, 2017
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By:
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/s/ Kathleen M. Cronin
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Name:
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Kathleen M. Cronin
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Title:
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Senior Managing Director, General Counsel and Corporate Secretary
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Exhibit Index
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10.1
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Second Amended and Restated CME Group Inc. Incentive Plan for Named Executive Officers (Amended and Restated as of May 24, 2017).
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10.2
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CME Group Inc. Second Amended and Restated Omnibus Stock Plan (Effective May 24, 2017).
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